PLEASE READ CAREFULLY. OUR PRODUCTS AND THIS LICENSE ANDSERVICES AGREEMENT ARE DESIGNED FOR PROFESSIONAL USE BY BUSINESSCLIENTS AND CUSTOMERS. IF YOU ARE A CONSUMER ACCORDING TO THE
APPLICABLE LAWS, AND YOU WOULD STILL LIKE TO USE OUR PRODUCTS,
PLEASE FIND YOUR CONSUMER END USER LICENSE AGREEMENT JUSTBENEATH THIS LICENSE AND SERVICES AGREEM ПЛЕENT. ONLY THE TERMS
OF SUCH CONSUMER END USER LICENSE AGREEMENT SHALL BE APPLICABLETO YOU. OUR PRIVACY POLICY IS AVAILABLE HERE FOR YOURCONVENIENCE JUST AFTER THE CONSUMER END USER LICENSE
AGREEMENT.
LICENSE AND SERVICES AGREEMENT(“Agreement”)
THE PRODUCT IS LICENSED TO YOU UNDER THE CONDITION THAT YOU ACCEPTANY AND ALL TERMS, STIPULATED OR REFERRED TO, HEREOF, PLEASE READ
CAREFULLY.
THIS AGREEMENT GOVERNS THE USE OF CHAOS’ OR ITS AFFILIATES’ OFFERINGS,INCLUDING SUBSCRIPTIONS, SOFTWARE, CONTENT AND OTHER COPYRIGHTED
MATERIALS, SOFTWARE-AS-A-SERVICE, CLOUD- SERVICES AND OTHERSERVICES, AND ACCOMPANYING DOCUMENTATION (TOGETHER, THE“PRODUCT” OR “PRODUCTS”). PRODUCT BRANDS INCLUDE, BUT ARE NOT
LIMITED TO, V-RAY, CHAOS, ENSCAPE, CHAOS PHOENIX, CHAOS PLAYER, CHAOSSCANS, CHAOS COSMOS, CHAOS CORONA, CHAOS SCATTER, CHAOS VANTAGE,
ETC. THIS AGREEMENT GOVERNS YOUR USE OF PRODUCTS HOWEVER THEYWERE ACQUIRED INCLUDING WITHOUT LIMITATION THROUGH AN AUTHORIZEDRESELLER (AS DEFINED BELOW), OR ONLINE APP STORE.
THIS IS A LEGAL AGREEMENT BETWEEN YOU, EITHER YOU PERSONALLY IF YOU
HAVE ACQUIRED THE PRODUCT, AS DEFINED BELOW, FOR YOURSELF, OR
ANOTHER LEGAL ENTITY WHICH HAS ACQUIRED THE PRODUCT AND FOR WHICH
YOU WARRANT THAT YOU HAVE THE CAPACITY AND AUTHORITY TO BIND TO
THIS AGREEMENT (REFERRED TO HEREIN AS “CUSTOMER”, “END USER”,“LICENSEE”, “YOU” or “YOUR”), AND(A)

ENSCAPE, INC., a company organized under the laws of the USA, with office address
at 80 Pine Street, Floor 24, New York, NY 10005-1732, email: contracts@chaos.com, IF
YOU ARE LOCATED IN THE UNITED STATES OF AMERICA; OR(B)

ENSCAPE GmbH, a company organized under the laws of Germany, with office address
at An der Raumfabrik 33b, 76227 Karlsruhe, Germany, email: contracts@chaos.com, IF
YOU ARE LOCATED OUTSIDE THE UNITED STATES OF AMERICA **** IF YOU ARE LOCATED OUTSIDE THE USA, PLEASE REVIEW THE TERMSINCLUDED IN THE COUNTRY-SPECIFIC TERMS SECTION BELOW, IF ANY, WHICH

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APPLY TO YOUR USE OF OR ACCESS TO A PRODUCT. IN THE EVENT OF ANYCONFLICT BETWEEN THE TERMS IN THE COUNTRY-SPECIFIC TERMS SECTION
AND THE REMAINDER OF THIS AGREEMENT, THE COUNTRY-SPECIFIC TERMSSECTION SHALL APPLY IF YOU ARE LOCATED OUTSIDE THE USA.
(REFERENCES IN THIS AGREEMENT TO “CHAOS”, “WE,”, “OUR” or “US” IN THISAGREEMENT REFERS, AS APPLICABLE, TO INSCAPE, INC., ENSCAPE GMBH AND/OR
A RESPECTIVE CHAOS AFFILIATE THAT OWNS OR OPERATES THE PRODUCT THATYOU ARE USING OR ACCESSING PURSUANT TO AN AUTHORIZED SUBSCRIPTION)
YOU MAY NOT ACCEPT THIS AGREEMENT ON BEHALF OF ANOTHER ENTITYUNLESS YOU ARE AN EMPLOYEE OR OTHER AGENT OF SUCH OTHER ENTITY
WITH THE RIGHT, POWER AND AUTHORITY TO ACT ON BEHALF OF SUCH OTHER
ENTITY. CHAOS MAY AT ANY TIME ASSIGN THE AGREEMENT, AS A WHOLE OR IN
PART, TO ANY OF ITS AFFILIATES, WITH OR WITHOUT PRIOR NOTICE.
BY SELECTING THE “I ACCEPT” BUTTON OR OTHER BUTTON OR MECHANISMDESIGNED TO ACKNOWLEDGE AGREEMENT TO THE TERMS OF AN ELECTRONICCOPY OF THIS AGREEMENT, OR BY ACCESSING, DOWNLOADING, INSTALLING,
REGISTERING, ACCESSING, EVALUATING OR OTHERWISE USING PRODUCTS, YOU
ACKNOWLEDGE AND AGREE THAT YOU ARE BOUND TO THIS AGREEMENT(INCLUDING THE TERMS IN THE COUNTRY-SPECIFIC TERMS SECTION, IF YOU ARE
LOCATED OUTSIDE THE USA). IF YOU DO NOT AGREE TO ALL OF THE TERMS IN
THE AGREEMENT AND/OR THE TERMS AND CONDITIONS FOR THE LICENSESERVER, OR ANY OTHER APPLICABLE TERMS AND CONDITIONS REFERRED TO AS
PART OF OUR RELATIONSHIPS AND/OR A CONDITION PRECEDENT FOR THEIRVALIDITY, YOU MUST NOT DOWNLOAD, AGREE TO THE TERMS AND CONDITIONS,CLICK OR CHECK A RELEVANT BUTTON, OR PERFORM ANY SIMILAR ACT OF
ACCEPTANCE, AND/OR DO NOT USE THE PRODUCT.
1.

DEFINITIONS

The clause headings are included for convenience only, have no legal effect and shall be ignored
when construing these Terms. Capitalized terms are defined in this Agreement, or elsewhere in
the other applicable terms and conditions accepted hereby by reference.
Unless otherwise stated, references to clauses or schedules are references to the clauses orschedules of this Agreement, references to this Agreement include its schedules and references toparagraphs within a schedule are references to the paragraphs of that schedule.
Words importing the singular include the plural, and the opposite applies, and words importing
any gender include the other genders.
References to persons include individuals, firms, partnerships, limited liability partnerships,
companies, corporations, associations, organizations, governments, governmental agencies anddepartments, states, foundations and trusts (in each case whether or not having separate legal
personality) and corresponding or similar entities in any relevant jurisdiction.

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Reference to any statute includes a reference to any subordinate legislation and to any
amendments, consolidation, extension or re-enactment of that statute or subordinate legislation.
The use of the words "including" or "include" shall not limit the general applicability of any
preceding words.
“Access” (as well as “to Access”, “Accessible” and other similar language forms)
means, (a) to Use, execute, or otherwise benefit from the features or functionality of, a Product,or (b) to Use or benefit from a Product. Access is any access to a Product regardless of whether it
has been locally installed on Your Computer, Used via Cloud Services, Software as a Service, orotherwise remotely accessible.
“Additional Agreement” a Product (or portions thereof) may be subject to terms(e.g., terms accompanying a particular offering or made available in connection with ordering,
installing, downloading, accessing, using or copying such offering) that are in addition to, ordifferent from the terms set forth in, this Agreement, and You agree to comply with such terms.
Additional Agreement(s) mean any agreement (1) for any applicable Product not covered by thisAgreement, or (2) that You and Chaos agree in writing, including related to the Access or Use ofa Product. Additional Agreements may include, without limitation, terms such as service levelagreement(s).
“Affiliate” means any entity that Controls, is Controlled by, or is under common
Control with either Party, as applicable, where “Control” means having the power, directly or
indirectly, to direct or cause the direction of the management and policies of the entity, whether
through ownership of voting securities, by contract or otherwise.
“Cloud Services” on demand, cloud-based, or otherwise remotely accessible
Services.
“Computer” means (i) a single electronic device, with one or more central
processing units (CPUs), that accepts information in digital or similar form and manipulates theinformation for a specific result based on a sequence of instructions, or (ii) a software
implementation of such a device (or so-called virtual machine).
“Content” materials licensed by Chaos, regardless of whether it has been
downloaded locally on Your Computer, Accessible as a Cloud Service, Service or otherwise
remotely Accessible. Content may include 3D model files, geometry, bitmaps, materials,
animations and other constituent files related to the Content and its representation, and any
modifications and/or compilations thereof, currently available in the Chaos portfolio , and/or
accompanying documentation, and/or support files, designated and listed on
https://cosmos.chaos.com/, or any other successor site designated by Chaos, or as maybe
otherwise instructed by Chaos , including updates (if any). Content may be available for paid or
free Use, upon Chaos's discretion. Content may be available only to certain regions, target groupsof customers, or in connection to other specific Products where the relevant restrictions or
prerequisites will be designated in the relevant Documentation - user guides, relevant Chaos
website(s), or elsewhere.
“Documentation” means the applicable user manual, Third Party Materials, andthe acceptable use policy, etc., which may be found at https://docs.chaos.com/,

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https://enscape3d.com/downloadable/Enscape_EULA/Appendix_B.pdf, or any other successor
site(s) designated by Chaos, the applicable service level agreement, if any, and othercorresponding copyrighted materials published by Chaos from time to time that are customarily
made available to End Users of the applicable Product.
“Effective Date” means the date on which You accept this clickwrap Agreement
or otherwise Access, download, install, execute or Use a Product or Services, whichever occurs
first. Regardless anything to the contrary, Subscription term will start as at the moment of
Product activation.
“Internal Use” is any allowed Use by Your own employees solely to meet theinternal requirements of Your own business in the ordinary course of such business, including forthe benefit of Your customers in the ordinary course of Your business, provided that Your Use
shall not include the Use of Product or Service as a service bureau.
“Licensed Material” means Software, Content and Documentation“License Server” means a primarily cloud-based Protection Mechanism to control
access and permit only the number of licenses, seats, cloud credits, etc., acquired to be in use at
one time and to prevent unauthorized or unlicensed Use of a Product.
“License Type” means a type of license specified by Chaos for a Product,
including the types set forth in Exhibit A - Special Terms and Conditions hereto. License Typemay include specific applicable set(s) of terms specified by Chaos for each type of license in
Exhibit A. License Type, which is subject to change from time to time, is determined by Chaos
and may be specified in the Subscription for the Product or Services, separately associated withthe applicable Product or Service or elsewhere as may be deemed appropriate by Chaos. License
Type may include one of the following types:a.
Commercial License, which is a license to Use a regular version of the Product orService under the terms of this Agreement, in return for the applicable License fee as specified
in the Subscription;b.
Academic or Educational License is a license limited to use the applicable
Product for Your educational purposes only. Special terms and conditions, including as specified
in ExhibitA, may apply (please refer to the Exhibits to this Agreement);c.
Trial/Evaluation License means a license to Use a version of a Product only toreview, demonstrate and evaluate the Product or Service for the specified Trial Period. The Trial
License is limited in time and the Product may have limited features or functionality. Special
terms and conditions may apply which in case of conflict with the other terms and conditions
stipulated hereunder, will prevail to the extent of such conflict (please refer to the Exhibits to thisAgreement);d.
Beta License is a license available to the public or only a group(s) of clients,
and/or their clients, selected upon Chaos’s discretion, for evaluation or beta copies of Licensed
Materials for which Chaos does not typically charge a license fee. Special terms and conditions
may apply which in case of conflict with the other terms and conditions stipulated hereunder, will

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prevail to the extent of such conflict (please refer to the Exhibits to this Agreement). Beta license,or the beta software itself, may automatically expire once the beta process is complete;e.
NFR (Not for resale) is a designation for the Product that gives You a right only
for testing with the understanding that You will not resell the Product. NFR ensures You
complete, promotional copies of the Product, generally not eligible for upgrades when they
become available, and may not include technical support, whenever offered by Chaos. A Productmarked with a NFR legend is substantially identical in function and packaging to the retailversion of the same Product. They are not licensed for resale, and no license for general Use is
granted. Special terms and conditions may apply which in case of conflict with the other terms
and conditions stipulated hereunder, will prevail to the extent of such conflict (please refer to the
Exhibits to this Agreement);f.
Render Service Provider License a special license to Use a Product granted by
Chaos to business operators of render farms, built to render computer-generated imagery, which
sublicense temporarily that Product in return for a fee, under specific conditions stipulated in
Additional Agreement;g.
Any other License Type, as may be stipulated in the Exhibits concerning Special
Terms and Conditions sections of this Agreement or as may be made available at the Product web
portal.
Depending on Your Subscription or License Type, the Product may include
additional separate outcome restrictions including, but not limited to: resolution limitations,watermarks prints, Use limited for a fixed period (with automatic expiration on a certain date),
Use on a particular Computer only, etc. In case of time-limited License Type, You may request
renewal of the Agreement, however Chaos keeps the right to refuse such renewal. In case therenewal is confirmed by Chaos, the Agreement is deemed automatically extended for the same
period and under the same terms and conditions as agreed hereby.
“Protection Mechanism” means schemes or devices to control access and permit
only the number of Subscriptions, seats, licenses, service credits, capacity, etc, acquired to be in
Use at one time and to prevent usage of unlicensed copies of the Product . Protection
Mechanisms may include a hardware lock such as dongle, or more complex tools such as the
License Server, special encryption schemes, software license authorizatio n keys, and/or any otherlegally permitted technology as may be implemented from time to time by Chaos.
“Renderer” means an embedded or separate subset of Software included in the
Licensed Materials used specifically for rendering files created with other Licensed Materials,
installed locally on Your Computer, and/or remotely Accessible (via Cloud Service or Software
as a Service) as provided for, from time to time, by the terms of Your Subscription.
“Reseller” or “Partner” means an independent entity authorized directly or
indirectly by Chaos to distribute Subscriptions for Products to You.
“Result” means digital works generated by inputting Your Data from the use of a)
specific Chaos Products to process Content and/or Your Data, and b) relevant Chaos or third
party rendering or otherwise processing service(s). Regardless anything on the contrary, Users

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cannot produce physical embodiments of the Content or include it in any Result that is deemed
illegal in Your Territory or according to any applicable law(s).
“Services” means services provided or made available by Chaos, in return for afee or free of charge, including, without limitation, support services, storage, rendering,
simulation and testing services, training and other benefits, as well as any services provided, ormade available, as part of a Subscription.
“Software” is any object code of an executable computer program in a machinereadable form provided by Chaos.
“Software as a Service” or “SaaS” means on demand, remote Access to certain
Licensed Materials, as may be ensured by the License Server or other Protection Mechanism, fora limited period of time, according to the terms Your Subscription. Technical support, customer
success plans, and professional services, specially devoted to SaaS Licensed Materials, areconsidered part of the Subscriptions under this Agreement should they be clearly communicatedin the Subscription or related Documentation, subject to change from time to time, as part
thereof.
“Subscription” is any customer relationship program for a Product, including
downloadable Products, SaaS Products, Content, Cloud Services and other Services offered by
Chaos to Customers, under which Chaos provides, in return for a license fee or free of charge (asin the case of a Trial License), and for a prescribed period of time as designated for the Productsubject to Subscription, Access to Licensed Materials and Services, updates and upgrades to, newversions of, and certain other support, services and training programs relating to certain Products.
“Territory” is limited to the country or authorized territory where Your domicile
is, and where You are entitled to Use the Product, unless otherwise specified by Chaos or by
applicable law. In case You are an individual, You may use the Product in the territory where
You currently reside or temporarily stay at. In case the Product is acquired from Your head
office, or on behalf of Your Affiliate, the Product may be used in the territory or region where theheadquarters or Affiliate is. The Product, or Use thereof, may be transferred from Your territory
to another territory only upon Chaos’s prior written approval.
“Trial Period” is a limited period in which You are entitled to use the Productfree of charge. Subject to the terms and conditions hereof, except if otherwise provided
elsewhere, Chaos grants to You the license specified below to evaluate the Product only for aterm of up to thirty (30) days (as may be specified by Chaos as of the time You acquire theparticular Product) from the date You obtain the Product or Service. Trial Period may either befound in this Agreement, on Chaos-designated web sites, in the Product User Guide, or in other
Chaos specific instructions, in this order of preference.
“Use” or “Using” means to access, download, execute, install, copy or otherwise
benefit from using the functionality of a Product for Internal Use in accordance with thisAgreement and/or the Documentation. “Use”, when specifically referring to Content, will mean
Internal Use such as a) browsing the Content by taking advantage of the tools provided by Chaos,b) downloading Content, on a piece by piece basis, and c) importing it in a specially designated
Product for the purpose of processing the Content together with Your other materials so as to

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prepare raw input data or information such as imagery files capable of follow up rendering orotherwise processing service(s), aiming to finally achieve a Result.
"Users" or “Your Users” means Your individual employees with whom you conductbusiness for the Internal Use of Your enterprise, for whom You have purchased Subscriptions
only for Your benefit or as part of Your project.
“Your Data“ means data and content owned by You that You have submitted for
upload to Chaos’s servers or computer system for use with one or more of the Products.
2.

ACCOUNT AND PASSWORD

You may be required to register an account with Chaos in order to access certain areas of thewebsite(s) of Chaos (“Websites“) or any and/or all Products. With respect to any suchregistration, Chaos may refuse to grant You, and You may not Use, a user name (or e-mailaddress) that is already being used by someone else; that may be construed as impersonating
another person; that belongs to another person; that violates the intellectual property or otherrights of any person; that is offensive; or that Chaos rejects for any other reason at their sole
discretion.
Your user name and password are for Your personal use only, and not for use by any otherperson. You and Your Users are responsible for maintaining the confidentiality of any password
You may Use to access the Websites and Products, and agree not to transfer your password oruser name, or lend or otherwise transfer your use of or access to the Websites and Products, toany third party.
You are fully responsible for all interaction with the Websites and Products that occurs inconnection with Your password or user name. You agree to notify Chaos immediately of any
unauthorized use of Your password or user name or any other breach of security related to Youraccount or the Website(s) and Products, and to ensure that You “log off” (exit from Your accountwith the Websites and Products (if applicable)) at the end of each session. Chaos is not liable forany loss or damage arising from Your failure to comply with any of the foregoing obligations.
3.

SUBSCRIPTIONS AND LICENSE FEES

3.1.

Access to Subscriptions and Software as a Service

This section applies generally to Software as a Service Subscriptions and does not apply todownloadable Licensed Materials. Subject to Your compliance with this Agreement, during theterm of the SaaS Subscriptions purchased, Chaos will use commercially reasonable efforts tomake the SaaS Products available in Your Territory 24 hours a day, 7 days a week, except for
published downtime or any unavailability caused by circumstances beyond Chaos’s control,
including, but not limited to, a force majeure event, subcontractor’s failure to provide essential
resources, etc. Chaos grants you a non-exclusive right to Access and Use the SaaS Products:i.

in accordance with the Documentation;ii.

solely within the usage capacity purchased; andiii.
with Chaos.

solely for Your Internal Use, unless agreed otherwise in a separate written contract

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All other rights are expressly reserved by Chaos.
3.2.

Access to Services as part of a Subscription. License ServerThis section applies generally to Subscriptions for Services, Cloud Services and the License
Server and will be regulated by the Subscription terms, by the License Server Agreement
located at https://enscape3d.com/legal/License-Server-Agreement.pdf or any other successor site
designated by Chaos, and by the Terms of Service located at https://cloud.chaos.com/eula or any
other successor site designated by Chaos, accepted hereby, as an integral part hereto, byreference. Subscription to Cloud Services will be acquired by way of service credits or otherwise
as may be instructed from time to time by Chaos.
3.3.

Access to Subscriptions for Licensed Materials. Single Product.

This section applies to Subscriptions of Licensed Materials when provided as a downloadable
Product or as a part of a Subscription including Services. The Licensed Materials are licensed to
You as a single product although they may encompass separate, but interdependent, Software,
Services and Content. Subject to Your compliance with this Agreement, Chaos grants You forYour Territory a paid, limited, non-exclusive, non-transferable right to Use for the Subscription
term the Licensed Materials:
i.

in accordance with the Documentation;ii.
solely within the scope of the license purchased (e.g., number of seats, licenses,
cloud credits, volume of rights, etc);iii.
with Chaos.

solely for your Internal use, unless agreed otherwise in a separate written contract

All other rights are expressly reserved by Chaos.
3.4.

Access to RendererWith regard to the Renderer, in addition to any other license granted in this Agreement, You may
be allowed for Your Territory Access to Renderer, solely for Your Internal Use. The Renderer isprovided with a limited number of rendering nodes licenses, Service credits, etc., under the
specific terms of Your Subscription.
3.5.

License Fees

You shall pay the fee set forth by Chaos for the applicable Product or Subscription. Fees areavailable at the Product portal.
If You agreed upon a one-month term (“One-Month Subscription“), the fee is to be paid
monthly in advance of the applicable One-Month Subscription. If You agreed upon a one-year
term (“One-Year Subscription“), the fee is to be paid yearly in advance of the applicable OneYear Subscription. If You agreed upon a three-year term (“Three-Year Subscription“), the fee
is to be paid in advance of the applicable Three-Year Subscription. Any other Subscription
periods made available on a Product or Subscription portal, and relevant payments, will follow
the same logic.

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Chaos is entitled to modify any fees for a Subscription, Product or Service at any time, on a sixweek notice in writing. Except as otherwise announced with a fee modification notice, any fee
modification will take automatic effect at the next renewal of Your Subscription Term, unless
You elect not to renew. Where the fee modification is envisaged to take effect during Your
current Subscription Term, when You do not disagree, the price modification will be effective at
the end of the notice period, unless You notify Chaos earlier of Your acceptance, in which casethe fee modification will be effective immediately upon Your acceptance notice. If You disagreewith the fee modification, You shall notify Chaos in writing at least 30 days prior to expiration of
the fee modification notice period. In this case Chaos will be, at its sole discretion, entitled toterminate Your Subscription and/or Agreement at the end of the fee modification notice period,or keep the current terms unchanged; whilst, in case Chaos decides to terminate, You will beentitled to prorated refund of the positive balance of Your prepaid fees, if any.
Other than as permitted in this Section or elsewhere in this Agreement, all amounts are nonrefundable, non-cancelable and non-creditable. You agree that We may bill Your credit card orother payment method for renewals, additional Users, overages to set limits or scopes of Use,
expenses, and unpaid fees, etc, as applicable.
3.6.

Resellers

If You make any purchases through an authorized Reseller of Chaos:

4.

a)Instead of paying us, You will pay the applicable amounts to the Reseller, asagreed between You and the Reseller. We may suspend or terminate Your rights
to Use Products if We do not receive the corresponding payment from theReseller.

b)Your order details (e.g., the Products You are entitled to Use, the number of End
Users, the Subscription term, etc.) will be as stated in the order placed with Us by
the Reseller on Your behalf, and Reseller is responsible for the accuracy of any
such order as communicated to Us.

c)

If You are entitled to a refund under this Agreement, then unless We otherwise
specify, We will refund any applicable fees to the Reseller and the Reseller will besolely responsible for refunding the appropriate amounts to You.

d)Resellers are not authorized to modify the terms of this Agreement or make any
promises or commitments on Our behalf, and We are not bound by any obligations
to You other than as set forth in this Agreement.

AUTHORIZED USE

Subject to Your compliance with this Agreement, You have been granted for Your Territory thefollowing paid, limited, non-exclusive, non-transferrable, time-limited or perpetual, rights of Use,
under the available Subscription terms, which You have accepted as stipulated above:a.

to Access remotely, download, install and Use the Product locally on as many ofYour Computers as You wish to, provided that You, or Your Users, may not at thesame time Use the Product on more Computers than the number of the available
seats, licenses, service credits, capacity, etc, authorized by Your Subscription as

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may be controlled by the License Server or other Protection Mechanism (“Floating
License”), as might be further stipulated in greater details in an Additional
Agreement, the Product download section instructions, the Documentation, or
elsewhere as may deem appropriate for Chaos. If Your Product is restricted for
Use only on a particular Computer (“Fixed License”), as might be clearlystipulated elsewhere in greater details, Chaos may, upon its sole discretion, fromtime to time, temporarily provide a Fixed License with some very limited
functionalities similar to a Floating License like Use on more than a single
Computer, or authorize one-off migration of the Product to another Computer,provided that You may not at the same time Use the Product on more Computersthan the number of the available seats, licenses, service credits, capacity, etc,
authorized by Your Subscription. Product Use may also be restricted (i) topersonal Use only by a specific User account (referred to as “Personal License”, or
any other successor license designation by Chaos), irrespective of the number ofComputers, provided again that the User may not at the same time Use the Producton more Computers than the number of the available seats, licenses, service
credits, capacity, etc, authorized by the Subscription; or (ii) otherwise; as may be
stipulated elsewhere in greater details;b.

to Access, to load, to execute, on a local Computer or from a distance, to Use theProducts, and to keep it on a Computer storage device where possible according to
the nature of the Product;c.

to create a back-up copy of the Product, if that is needed for the specific Use that
the Product has been acquired for and You keep all copyright notices and othermarks of ownership on each copy, or partial copy, of the Product. The back-up
copy is for Your own Internal Use only and cannot be provided to any third
parties;d.

to benefit commercially from using the Product in the authorized mannerconsidering the restrictions contained hereby, in the Subscription terms, or in any
other Additional Agreement by and between the parties hereto;e.

to Use the Product within the scope of Your Subscription or License Type, theDocumentation, and up to the number of purchased Subscriptions, seats, licenses,
service credits, capacity, etc., of the Product. The Product is in Use for theduration that it keeps engaged a Subscription from the License Server or otherProtection Mechanism applied by Chaos ;You acknowledge and agree that Access to and installation of a Product may be disabled by the
License Server or other Protection Mechanism if You Use the Product outside the authorized
Access hereunder, if You tamper with the License Server or other Protection Mechanism or datesetting mechanisms on a Computer or in the Product, if You Use the Products past an applicable
Subscription period or fixed term, or if You undertake certain other actions that affect the
security mode or under other circumstances and that, in any such event, Your Access to the
Product and other data may be affected.
5.

USE RESTRICTIONS

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You shall not:i.
Use any non-commercial Product that is procured under a limited license
according to its Subscription, in a production environment;ii.
Use the Products beyond the scope of the license and/or capacity purchased (e.g.,
Use by a number of concurrent Users of the Product that exceed the number of Subscriptions,seats, licenses, service credits, etc, acquired. Additional capacity can be added from time to timeupon extra fees);iii.
Modify, translate, adapt, make arrangement or any other alteration of the Product,
or make any reproduction, distribution, communication, display or performance to the public of
the results of such acts, or, generally, create derivative works from the Products, in whole or in
part;
iv.
disassemble, decompile, reverse compile, reverse engineer or otherwise attempt toderive the source code, methodology, analysis, or results of the Products, in whole or in part,
including but not limited to, for the purpose of developing, either personally or via third parties, a
new product with the same or similar main functionality as the Product, unless expressly
permitted by the mandatory rules of the applicable law despite this prohibition;v.
Remove, modify, or conceal any product identification, copyright, proprietary or
intellectual property notices or other such marks on or within the Product;vi.
Provide Access to or otherwise make the Products or the functionality of the
Products available to any third party through any means, including without limitation, by
uploading the Product to a network or file-sharing service or through any hosting, managed
services provider, service bureau or other type of service, unless specifically agreed otherwise ina separate agreement with Chaos. Even in case of such separate agreement, You may not Use theProduct by way of Metered Access Service, unless administered by a Chaos certified provider ofMetered Access Service. “Metered Access Service” shall mean making the Product available toend users for on-demand metered Use under a Subscription granted hereby by Chaos. You may
not exceed the limit of on-demand metered Use acquired under the Metered Access Service;
vii.
Transfer, sublicense, or assign your rights under this Agreement to any otherperson or entity, except for Affiliates, unless expressly authorized by Chaos in writing;viii.
Sell, resell, sublicense, assign, or otherwise transfer the Products or any rights orinterests in the Products to any third party except in accordance with the express terms herein.
Products purchased from unauthorized resellers or other unauthorized entities shall be subject to
the Chaos license compliance and license transfer procedure;ix.
Use a Product with a Fixed License, whether physical or virtual, on another
Computer, unless expressly authorized by Chaos in writing;x.
Duplicate, make copies of, or otherwise reproduce the Product, its methodology,
analysis, or results, unless specifically permitted in accordance with Documentation or for the
specific purpose of making a reasonable number of archival or backup copies, and provided inboth cases that You reproduce in the copies the copyright and other proprietary notices ormarkings that appear on the original copy of the Product as delivered to You;

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xi.
Use Your Subscriptions or Product to store or transmit infringing, libelous, orotherwise unlawful or tortious material, or to store or transmit material in violation of third-party
privacy, intellectual property or other rights, or participate in any illegal, deceptive, misleading or
unethical practices and activities, which may be detrimental to Chaos or the Product, including
but not limited to, using the Content to create a Result of pornographic nature. Chaos is not liable
for any illegal act such as defamation of a third party, distribution or transmission of obscenematerial and other information contrary to public order and decency, etc., and the result of any
breach of this Agreement. You are solely responsible for such actions. You are responsible forusing only legal content, including but not limited to, Digital Rights Management (DRM)protected or DRM-free content on the allowed number of compatible devices that You own orcontrol, within the restrictions provided hereby for the Product. Video and audio Content may
require an HDCP connection;
xii.

Use the Subscriptions in any manner not authorized by the Documentation;xiii.
Interfere with, disrupt the integrity or performance of, or attempt to gain
unauthorized Access to Product, Subscriptions or the License Server or other Protection
Mechanism, their related systems or networks, or any Third Party Materials contained therein;
xiv.
Take any steps to avoid or defeat the purpose of any Protection Mechanism or toAccess or Use the Product in a manner that circumvents or interferes with the operation of theProtection Mechanism; orxv.
Use any of the Product's components, files, modules, audio-visual content, or
related licensed materials separately from the Product.
6.

PREREQUISITES AND REQUIREMENTS

The Product may be authorized by a Protection Mechanism, including but not limited to, acompatible License Server (an ancillary license administration software used by the Product, toprevent usage of unlicensed versions or copies).
The Product may contain or be accompanied by collateral products such as third-party software,data or other materials (“Third Party Materials”) that are subject to and provided in accordancewith terms that are in addition to or different from the terms set forth in this Agreement. To theextent any terms of this Agreement conflict with any such terms, the latter shall prevail. Suchterms may be included or referenced in or with the Third Party Materials (e.g., in the “Aboutbox” or elsewhere) or a web page specified by Chaos (the URL for which may be obtained on
Websites or on request to an Chaos representative), where the requirements and supported
versions of the Third Party Materials may be found in the Documentation. You agree to comply
with such terms. In addition, You will take sole responsibility for obtaining and complying withany licenses that may be necessary to use Third Party Materials that You Use or obtains for Usein conjunction with a Product. You acknowledge and agree that Chaos has no responsibility for,and makes no representations or warranties regarding, such Third Party Materials or Your Use ofsuch Third Party Materials
Internet access may be needed at all times, and creation or login to an account may be needed touse all aspects of the Product.

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You are solely responsible for arranging and paying any cost for the Use of the proper Third
Party Materials, internet or other network access, equipment, software, services and otherresources required for You to Access and/or Use a Product, including, without limitation,
hardware and software prerequisites such as proper Compute and operating system, license,
service provider or otherwise fees, telecommunications fees, and the costs of any equipment andthird-party software (including, without limitation, encryption and other security technology).
Chaos may not be held responsible for the support of Your Access and will not be responsible
for the reliability, security or performance of any Access.
Products may not be available in all countries or locations now or in the future. These terms do
not change any restrictions applicable to Your Use of any other products and offerings of Chaos
provided under separate terms and conditions not part of this Agreement.
7.

SERVICE LEVEL AGREEMENT, UPTIME AND AVAILABILITY

Chaos will make the Service available to You and Your Users consistent with the manner inwhich Chaos makes the Services generally available to other End Users of the Service.
Chaos may provide support services via email, phone lines, or otherwise, during regular businesshours and will endeavor in good faith to respond to customer support inquiries within two (2)business days, provided that both conditions are met: You and Your Users are using the mostcurrent updates of the affected Product, and are not running a beta version, of the affected
Product.
Any service level agreement(s), if any, which may be available in connection with a Product willbe Additional Agreements and the credits (if any) set forth in any such will be Your sole andexclusive remedy for Chaos’s failure to meet the identified service levels. Not all Products will
have service level agreement(s). Chaos does not make any representations or guarantees related
to uptime or availability of any offering, except as specifically identified in the applicable service
level agreement(s), if any.
If there are any updates or upgrades to the Product, Chaos may provide the updated Product toYou. Certain new functions, or functions of the Product that have previously been provided toYou, may not be available depending on Your update status.
If Chaos or a Reseller provides You with an upgraded or updated version of a Subscription or
Product, previously provided to You under this Agreement, upon Chaos sole discretion You may
lose the previous version(s). Upon an upgraded or updated version availability, Chaos may, upon
its sole discretion, stop any support for previous version(s).
8.

REMOTE ACCESS AND DELIVERY

Chaos will deliver the Product electronically by giving You remote Access, whilst You have toregister an Account, Access, download and install the Product from an official website of Chaos
does not warrant the authenticity and does not warrant Products acquired elsewhere.
In order to receive a Product license authorization key, You may have to generate a provisional
code from the Computer where the Access to License Server is installed, following the
instructions in the furnished Documentation and to provide that provisional code to Chaos. Chaos
may further provide the respective Software License authorization key.

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Subscriptions and/or Products can be provided on various pricing levels such as Beginner ,Advanced, Professional, Solo, Premium, Enterprise, Copper, Silver, Gold, Platinum, and anyother as may be designated from time to time by Chaos .
9.

OWNERSHIP

Chaos and its respective suppliers retain all rights to intellectual and intangible property relating
to the Product, the Third Party Materials, and the Confidential Information, including but notlimited to copyrights, patents, trade secret rights, and trademarks and any other intellectual
property rights therein unless otherwise indicated. You are granted only such rights as expressly
described in the various terms and conditions accepted hereby either directly or by reference, andYou have no other rights, implied or otherwise. You acknowledge and agree that possession,
installation, or use of the Product does not transfer to You any title to Chaos’s intellectual
property. You shall not delete or alter the copyright, trademark, or other proprietary rights notices
or markings that appear on the Product. To the extent you provide any suggestions or comments
related to the Products, Chaos shall have the right to retain and use any such suggestions orcomments in current or future products or subscriptions, without your approval or compensation
to You.
10.

CONFIDENTIALITY

Confidential Information. Chaos and You acknowledge and agree that during the Term of or in
relation with this Agreement either party (the “Disclosing Party“) may disclose to the other party(the “Recipient“) certain business and/or technical information of a confidential and proprietarynature. “Confidential Information“ means any proprietary information, trade secret(organization, structure, object or source code of the Product, etc. any API, SDKs, libraries,
reference, sample code etc.) or other non-public information, clearly designated as Confidential,
Privileged or which by its essence or the surrounding circumstances may be considered as
Confidential, that Disclosing Party delivers or communicates to the Recipient or to which the
Recipient otherwise gains access to under this Agreement. Confidential information may be used
only internally and only in conjunction with and for Recipient's own authorized Internal Use,
including but not limited to, the performance of obligations hereunder. Recipient shall maintainthe confidentiality of the Disclosing Party's Confidential Information and may not disclose,
distribute or otherwise provide it to third parties throughout the term of Your Product license,
except in cases where such information is required by applicable law or court order and a prompt
advance notice to Disclosing party has been sent to enable the latter to seek a protective order orotherwise prevent such disclosure.
Feedback. Each party may from time to time provide suggestions, comments or other feedback(“Feedback“) to the other party with respect to Confidential Information provided by such otherparty and/or the other party’s products or services. Both parties agree that all Feedback is and will
be given entirely voluntarily. Neither party shall provide any Feedback that is subject to license
terms that seek to require any of the other party’s products, technology, service or documentation
incorporating or derived from such Feedback, or any of the other party’s intellectual property to
be licensed or otherwise shared with any third party. Furthermore, except as otherwise provided
herein or in a separate subsequent written agreement between the parties, the receiver ofFeedback will be free to use, disclose, reproduce, license or otherwise distribute, and exploit the

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Feedback provided to it as it sees fit, entirely without obligation or restriction of any kind on
account of intellectual property rights or otherwise.
11.

DATA PRIVACY

You acknowledge and agree that You may provide, and Chaos and its Partners may obtain,
certain information and data with respect to You (including, without limitation, personal data)
and Your business in connection with this Agreement, including but not limited to, informationand data provided to or obtained by Chaos and Partners, related to ordering, registration,
activation, updating, validating entitlement to, auditing, monitoring Installation of and Access to
Products and/or managing the relationship with You. You hereby acknowledge that you haveread and been familiarized with Chaos’ data privacy and data protection policies, as such policies
may be updated from time to time, located at https://enscape3d.com/privacy/ or any othersuccessor site designated by Chaos.
Please note that Your personal information may be collected and processed in order to detect,prevent, or otherwise address non-valid use such as through fraud and software piracy (e.g., toconfirm that software is genuine and properly licensed) and to protect You, Chaos, and/or third
parties in furtherance of our legitimate interests. Using non-valid software is an act of copyright
infringement, which may result in both civil and criminal penalties. Further, this Agreement
requires all customers to use the Product in compliance with all applicable laws and further
prohibits any act of unauthorized use, access or reproduction. Chaos works with third party
service providers to investigate the sale and use of non-valid software and in case of suspicions ofsoftware privacy Chaos may share personal data of suspected individuals to those third parties
provided all applicable legislative requirements are followed. Chaos reserves all rights to takeactions against unauthorized resellers of the Product on popular marketplaces and e-commercesites, as well as to investigate anonymous reports of suspicious resellers and users of non-valid
Product and software.
12.

LIMITED WARRANTY

Chaos warrants that, as of the date on which the Product is delivered to You and for ninety (90)days thereafter or if the Subscription term is shorter, such shorter period (“Warranty Period”),
the Product will provide the general features and functions described in the Documentation.
Chaos’s and its Affiliates’ entire liability and Your exclusive remedy during the Warranty Period(“Limited Warranty”) will be, with the exception of any statutory warranty or remedy thatcannot be excluded or limited under law, at Chaos’s option, (i) to attempt to correct or workaround errors, if any, or (ii) to refund the fees, if any, paid by You and terminate this Agreement
or the license specific to such Product. Such refund is subject to the return, during the Warranty
Period, of the Chaos applicable policy further information of which may be received from Your
Chaos Representative. THE LIMITED WARRANTY SET FORTH IN THIS SECTION GIVESYOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE ADDITIONAL LEGAL RIGHTSUNDER LAW WHICH VARY FROM JURISDICTION TO JURISDICTION. CHAOS DOESNOT SEEK TO LIMIT YOUR WARRANTY RIGHTS TO ANY EXTENT NOT PERMITTEDBY LAW. THIS LIMITED WARRANTY DOES NOT APPLY TO OFFERINGS NOT PARTOF THE PRODUCT, WHICHCHAOS OR ITS AFFILIATES, AT THEIR SOLE DISCRETION,
MAY PROVIDE FROM TIME TO TIME, AND WHICH ARE MADE AVAILABLE ON AN

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“AS-IS” BASIS WITHOUT ANY WARRANTY OF ANY KIND INCLUDING, NOT
LIMITED TO PRE-RELEASED SOFTWARE, UNSTABLE VERSIONS, BETA, TRIAL,EVALUATION, OR NOT-FOR-RESALE COPIES, ANY OFFERINGS MADE AVAILABLE
BY CHAOS OR ITS AFFILIATES FOR FREE. THIS LIMITED WARRANTY IS VOID IF
FAILURE IN PERFORMANCE OR DEFECT OF THE PRODUCT RESULTED FROM YOURNEGLIGENCE, ABUSE, MISUSE, AMENDMENT OR ATTEMPTED AMENDMENT OF
THE PRODUCT FROM THIRD PARTY OTHER THAN CHAOS OR ITS AFFILIATES,ACCIDENT, IMPROPER OR UNAUTHORIZED USE OF THE PRODUCT OR MATERIALBREACH OF THIS AGREEMENT. ALL WARRANTY CLAIMS MUST BE MADE WITHIN
THE WARRANTY PERIOD TO THE RESELLER FROM WHICH YOU ACQUIRED THE
PRODUCT OR TO CHAOS, ALONG WITH PROOF OF ACQUISITION.
13.

DISCLAIMER

THE FOREGOING EXPRESS LIMITED WARRANTY IS IN LIEU OF, AND YOU
ACKNOWLEDGE AND AGREE THAT CHAOS AND ITS AFFILIATES DISCLAIM TO
THE MAXIMUM EXTENT PERMITTED BY LAW, ALL OTHER WARRANTIES, TERMS,
REPRESENTATIONS, OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED(WHETHER BY STATUTE, LAW, CUSTOM, USAGE OR OTHERWISE) INCLUDING,WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, SECURITY OR NONINFRINGEMENT. THE
FOREGOING LIMITED WARRANTY IS FURTHER NOT ENLARGED OR OTHERWISE
AFFECTED BY CHAOS OR ITS AFFILIATES RENDERING OR ANY SUPPORTSERVICES OR TECHNICAL OR OTHER ADVICE OR COMMUNICATION IN
CONNECTION WITH THE PRODUCT OR ITS USE. WITHOUT LIMITING THE
FOREGOING DISCLAIMER, CHAOS AND ITS AFFILIATES DO NOT WARRANT THATPRODUCT WILL MEET YOURS EXPECTATIONS, THAT THE PERFORMANCE OR
OUTPUT OF THE PRODUCT WILL BE UNINTERRUPTED, ERROR-FREE, ACCURATE,RELIABLE, OR COMPLETE NOR THAT DEFECTS OR FAULTS WILL BE CORRECTED.
THE PRODUCT IS NOT A SUBSTITUTE FOR PROFESSIONAL JUDGMENT OR
INDEPENDENT TESTING OF PHYSICAL PROTOTYPES FOR PRODUCT STRESS,SAFETY AND UTILITY. NOTHING IN THE FOREGOING RESTRICTS THE EFFECT OF
WARRANTIES OR CONDITIONS WHICH MAY BE IMPLIED BY LAW WHICH CANNOT
BE EXCLUDED, RESTRICTED OR MODIFIED BY A CONTRACTUAL RESTRICTION.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN ANY TERMS
AND CONDITIONS AGREED TO HEREBY, EITHER DIRECTLY OR BY REFERENCE,CHAOS AND ITS AFFILIATES DO NOT WARRANT UNINTERRUPTED OR ERRORFREE OPERATION OF THE PRODUCT, AND THAT CHAOS OR ITS AFFILIATES WILL
CORRECT ALL DEFECTS. THE USE OF THE PRODUCT IS AT USER'S SOLE RISK.
UNLESS CHAOS OR ITS AFFILIATES SPECIFY OTHERWISE, CHAOS AND ITS
AFFILIATES PROVIDE THIRD PARTY PRODUCTS WITHOUT WARRANTIES OF ANY
KIND. HOWEVER, THEIR RESPECTIVE MANUFACTURERS, DEVELOPERS,SUPPLIERS, OR PUBLISHERS MAY PROVIDE THEIR OWN WARRANTIES.
SPECIFIC DISCLAIMER APPLICABLE ONLY TO LICENSE TYPES SUCH AS
TRIAL, BETA, NFR, DEMO, LABS OR PRE-RELEASE, OR MADE AVAILABLE AS
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“FREE” IN OTHER TESTING MODE, OR WITHOUT REQUIREMENT OFPAYMENT, ETC., FOR WHICH THE LIMITED WARRANTY AND THE DISCLAIMER IN
THE PREVIOUS SECTIONS DO NOT APPLY: IT IS UNDERSTOOD THAT THE
PRODUCT, AND ANY UPDATES MAY CONTAIN ERRORS AND ARE PROVIDED FOR
LIMITED EVALUATION ONLY. YOU ACKNOWLEDGE AND AGREE THAT THE
PRODUCT, ANY SOFTWARE OR SUPPORT OR OTHER SERVICES ARE MADEAVAILABLE ON AN AS-IS BASIS WITHOUT ANY WARRANTIES OF ANY KIND AND
CHAOS AND ITS AFFILIATES DISCLAIM TO THE MAXIMUM EXTENT PERMITTEDBY LAW, ALL WARRANTIES, TERMS, REPRESENTATIONS, OR CONDITIONS OF ANY
KIND, EXPRESS OR IMPLIED (WHETHER BY STATUTE, LAW, CUSTOM, USAGE OR
OTHERWISE) INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SECURITY OR
NONINFRINGEMENT. CHAOS AND ITS AFFILIATES DO NOT WARRANT THAT THE
PRODUCT WILL MEET YOURS EXPECTATIONS, THAT THE PERFORMANCE OR
OUTPUT OF THE PRODUCT WILL BE UNINTERRUPTED, ERROR-FREE, ACCURATE,RELIABLE, OR COMPLETE NOR THAT DEFECTS OR FAULTS WILL BE CORRECTED.
THE PRODUCT IS NOT A SUBSTITUTE FOR PROFESSIONAL JUDGMENT OR
INDEPENDENT TESTING OF PHYSICAL PROTOTYPES FOR PRODUCT STRESS,SAFETY AND UTILITY. NOTHING IN THE FOREGOING RESTRICTS THE EFFECT OF
WARRANTIES OR CONDITIONS WHICH MAY BE IMPLIED BY LAW WHICH CANNOT
BE EXCLUDED, RESTRICTED OR MODIFIED BY A CONTRACTUAL RESTRICTION.
14.

LIMITATIONS OF LIABILITYIN NO EVENT WILL CHAOS OR ANY ITS AFFILIATE OR ITS LICENSORS BE LIABLE(DIRECTLY OR INDIRECTLY) TO YOU OR ANY OTHER THIRD PARTY FOR ANY
LOSS, DAMAGES, CLAIMS, OR COSTS WHATSOEVER INCLUDING, NOT LIMITED TOANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE DAMAGES ORDAMAGES FROM BUSINESS INTERRUPTION, LOSS OF PROFITS, REVENUE,
BUSINESS OR DATA, EVEN IF CHAOS OR ANY OF ITS AFFILIATES HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS, OR COSTS. YOU
ACKNOWLEDGE AND AGREE THAT IN ANY EVENT THE AGGREGATE LIABILITY
OF CHAOS AND ITS AFFILIATES AND ITS LICENSORS ARISING OUT OF OR IN
CONNECTION TO THIS AGREEMENT AND ANY PRODUCT WILL BE LIMITED,EXCEPT FOR REMEDIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER LAW,
TO THE AMOUNT PAID, IF ANY, BY YOU FOR SUCH PRODUCT, EVEN IF THATAMOUNT MAY BE SUBSTANTIALLY DISPROPORTIONATE TO THE REMEDY
CLAIMED.
This Agreement will be governed by and construed in accordance with the laws of (a) Germany if
You acquired the Subscription for a Product in a country outside the United States of America; or(b) the State of New York, USA, (and, to the extent controlling, the federal laws of the UnitedStates) if Your Territory is the USA. The laws of such jurisdictions shall govern without
reference to the conflicts-of- laws rules thereof. The UN Convention on Contracts for theInternational Sale of Goods and the Uniform Computer Information Transaction Act shall not
apply to (and are excluded from the laws governing) this Agreement. In addition, each party

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agrees that any claim, action or dispute arising under or relating to this Agreement will be
brought exclusively in (and the parties will be subject to the exclusive jurisdiction of): (i) the
courts of general jurisdiction of New York, New York, USA, in the case of subsection (b) above,or (ii) in the case of subsection (a) above any such claim or dispute will be brought exclusively in(and the parties will be subject to the exclusive jurisdiction of) the district court of Karlsruhe,
Germany (Landgericht Karlsruhe). Chaos may also choose the competent court at Your (i)residence, (ii) place of business or (iii) registered office for any action arising hereunder. The
right of either Party to claim injunctive relief before the courts competent under the applicablelaws remains unaffected. Nothing in the foregoing will prevent Chaos or its Affiliates frombringing an action for infringement of intellectual property rights in any country where such
infringement is alleged to occur. The prevailing party in any action to enforce this Agreement
will be entitled to fully recover its attorneys’ fees and costs in connection with such action.
15.

SURVIVAL

Sections concerning USE RESTRICTIONS, CONFIDENTIALITY, OWNERSHIP, PRIVACY,
LIMITED WARRANTY, DISCLAIMER, LIMITATIONS OF LIABILITY, and OTHERPROVISIONS will survive the termination of this Agreement, howsoever caused, and this will
not imply or create any continued right for You to use the Product or any part of the Product aftertermination of this Agreement.
16.

TERM

This Agreement shall run for the agreed term. You can choose between a One-Month
Subscription, One-Year Subscription or Three-Year Subscription. The term starts upon thisAgreement’s effective date and ends (i) in case of the One-Month Subscription, with the end of
the day before the day with the same number as the effective date in the following month; if suchday does not exist in the following month, with the end of the last day of the following month, (ii)in case of the One-Year Subscription, with the end of the day before the day with the same
number of the same month in the following year, and (iii) in case of the Three-Year Subscription,with the end of the day before the day with the same number of the same month in the third year
following the effective date.
17.

RENEWALS

After each applicable term, and subject to Chaos’s right to a Price Change, this Agreement shall
automatically renew for another Subscription term equivalent in time to the initial Subscription
term, unless terminated by a party pursuant to this Section.
In addition, additional or special terms governing renewals of certain License Types may befurther specified in Exhibit A hereto.
18.

TERMINATION. MODIFICATION

Right of Return: PROVIDED THAT THIS IS NOT IN CONFLICT WITH THE NATURE OF
THE PRODUCT OR OTHERWISE AVAILABLE FOR EXCLUSION FROM THE SCOPE OF
MANDATORY PRODUCT WITHDRAWALS AND RENEWALS BY THE APPLICABLE
LAW, YOU MAY, WITHIN FOURTEEN (14) DAYS FROM THE EFFECTIVE DATE OF A
SUBSCRIPTION, RETURN THE PRODUCT TO CHAOS OR ITS AUTHORIZED

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RESELLER FROM WHICH THE PRODUCT WAS ACQUIRED, FOR A REFUND NOT
EXCEEDING THE RELEVANT LICENSE FEE PAID, IF ANY.
Termination for Cause: Either party may terminate this Agreement for cause if the other party(a) fails to cure any material breach of the terms of this Agreement within thirty (30) days after
written notice; (b) ceases operation without a successor; or (c) seeks protection under any
bankruptcy, receivership, trust deed, creditors’ arrangement, composition or comparable
proceeding, or if any such proceeding is instituted against that party (and not dismissed withinsixty (60) days thereafter).
Termination for Convenience: If You agreed upon the One-Month Subscription, each party
shall be entitled to terminate this Agreement with respect to any renewal with two weeks’ noticeprior to the end of the term of the applicable One-Month Subscription. If You agreed upon the
One-Year Subscription or Three-Year Subscription, each party shall be entitled to terminate thisAgreement on an one-month notice prior to the end of the respective term of the applicable OneYear Subscription or Three-Year Subscription.
Consequences of Termination: Upon any expiration or termination of this Agreement, You
must cease using all licensed Products and delete (or at our request, return) all Confidential
Information or other materials of ours in your possession, including on any third-party systems
operated on Your behalf. You will certify such deletion upon our request. You may not haveaccess to Your Data not saved on Your own storage media (and we may delete all of Your Data
unless legally prohibited) after expiration or termination of this Agreement (or its applicable
Subscription term), so You should make sure to export Your Data using the functionality of the
Products during the applicable Subscription term. If we terminate this Agreement based on a
Termination for Cause, you will pay any unpaid fees covering the remainder of the then-current
Subscription term after the effective date of termination. In no event will termination relieve Youof your obligation to pay any fees payable to us for the period prior to the effective date of
termination. Except where an exclusive remedy may be specified in this Agreement, the exercise
by either party of any remedy, including termination, will be without prejudice to any otherremedies it may have under this Agreement, by law or otherwise.
Suspension: Chaos may also terminate any right granted to You under this Agreement and/or
suspend, modify, or delete Your account if it has another valid reason to do so (for example, You
are repeatedly or seriously breaking any limitations imposed by law or contract; ceasing a
Product for economic reasons due to a limited number of Users, etc.) or without reason by giving
You a reasonable prior notice. If Chaos terminates any right granted to You under this Agreement
and/or suspends or deletes Your account, this means that Your access to and right to Use a
Product will be temporarily or permanently revoked.
19.

MODIFICATIONS

Product Modifications: Chaos retain all the rights to make and have implemented, from time totime, any changes, improvements and corrections, it deems necessary upon its own discretion, tothe Product hereunder, as long as such change, improvement or correction does not affect theProducts main function.

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Agreement Modifications: From time to time, Chaos may modify, add to, supplement or delete
terms of this Agreement, for instance if there is a change to its Products and Services, to improvesafety or in case of change in applicable laws. If Chaos substantially changes the terms of thisAgreement, Chaos will notify You in advance before the new terms of this Agreement come into
effect and You will be asked to accept those changes to continue to Use the Products or Services,
provided that the acceptance will be deemed given if You continue Using the Product. The
applicable version of the Agreement will be at all times available on https://enscape3d.com/eula/or any other successor site designated by Chaos, and You accept to check on a regular basis (atleast every two weeks) whether the terms of the Agreement have been updated, as well as eachtime You Use a Product. Together with the notice, we will specify the effective date of themodifications. Unless otherwise indicated with the modifications, any and all such modifications
will take effect at the next renewal of Your Subscription term and will automatically apply as of
the renewal date, unless You elect not to renew. Changes to the terms of this Agreement will not
substantially change the contractual balance between You and Chaos, and will not haveretroactive effect. Notwithstanding the foregoing, in some cases (e.g., to address compliance withlaws, or as necessary for new features) there may be modifications which will mandatorily
become effective during your then-current Subscription term. If the effective date of suchmodifications is during Your then-current Subscription term, and such modification materiallyadversely affects Your Use of the affected Product, then (as Your exclusive remedy) You may
terminate Your affected Subscription upon notice to Us, and We will refund You prorated any
fees you have pre-paid for Use of the affected Products or Services for the terminated portion of
the applicable Subscription term. To exercise this right, You must provide Us with notice of Your
objection and termination within thirty (30) days of Us providing notice of the modifications.
20.

GENERAL PROVISIONS

21.

NOTICESAny notice under this Agreement must be given in writing. We may provide notice to you
through Your account email address, Your account or in-product notifications, by publishing a
notice to all Users to a Product web portal, or elsewhere as may be agreed hereby. You agree thatany electronic communication will satisfy any applicable legal communication requirements,
including that such communications be in writing. Any notice to You will be deemed given upon
the first business day after we send it. You will provide notice to us by post tocontracts@chaos.com, Attn: General Counsel. Your notices to us will be deemed given uponreceipt.
22.

FORCE MAJEURE

Chaos will not be liable for any loss, damage or penalty resulting from delays or failures in
performance resulting from, and shall not be responsible for any cessation, interruption, or delayin the performance of its obligations hereunder due to, earthquake, flood, fire, storm, natural
disaster, act of God, war, terrorism, armed conflict, labor strike, lockout, boycott, availability of
network and telecommunications services or other similar events beyond its reasonable control.
23.

CLASS ACTION WAIVER

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TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, YOU AND CHAOS
AGREE THAT EACH PARTY MAY BRING DISPUTES AGAINST THE OTHER PARTY
ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A CLASS ACTION, COLLECTIVE
ACTION OR CLASS ARBITRATION, OR AS A PRIVATE ATTORNEY GENERAL. To theextent applicable law does not permit waiver of private attorney general claims, but permits them
to be arbitrated, then such claims shall be resolved by way of arbitration only before an
arbitration court nominated upon mutual consent. The arbitrator(s) shall be empowered to grant
whatever relief would be available in a court under law or in equity.
24.

COMPLIANCE WITH LAWS

You shall comply with all applicable laws in connection with Your activities arising from thisAgreement. You further agree that you will not engage in any illegal activity and you
acknowledge that Chaos reserves the right to notify You or appropriate law enforcement in theevent of such illegal activity.
25.

ASSIGNMENT

You may not assign or transfer this Agreement without our prior written consent. Any attempt by
You to transfer or assign Agreement except as expressly authorized above will be null and void.
We may assign our rights and obligations under this Agreement (in whole or in part) without
your consent. We may also permit our Affiliates, agents and contractors to exercise our rights or
perform our obligations under this Agreement, in which case we will remain responsible for theircompliance with this Agreement. Subject to the foregoing, this Agreement will inure to theparties’ permitted successors and assigns.
26.

EXPORT CONTROLS

You acknowledge and agree that the Product (including any data submitted by You in connection
with a Service and any Result generated by a Service) may be subject to the export control andtrade sanctions laws, rules and regulations of the United States and may be subject to the export
control and trade sanctions laws, rules and regulations of other countries, including but notlimited to countries where You are located or operate (hereinafter jointly referred to as the“Export Controls”). Both parties shall comply with the U.S. Export Administration Regulations,and any other applicable export laws, restrictions, and regulations to ensure that the Product andany technical data related thereto is not exported or re-exported directly or indirectly in violationof or Used for any purposes prohibited by such laws and regulations
You further represent, warrant and covenant that neither You nor Your Affiliates or personnel (i)are a citizen or resident of, or located within, a nation or region that is subject to U.S. trade
sanctions or other significant trade restrictions (including, without limitation, the Crimean
peninsula, Cuba, Iran, Sudan, Syria and North Korea), (ii) are identified on any applicablegovernment restricted party lists (including, without limitation, the U.S. Treasury Department's
Sectoral Sanctions List and List of Specially Designated Nationals and Blocked Persons, the U.S.
Department of Commerce’s Denied Party List, Entity List and Unverified List and the U.S.
Department of State’s proliferation-related lists), (iii) will, unless otherwise authorized under the
Export Controls, Use Products (or Services) in connection with any restricted end use, including,
without limitation, design, analysis, simulation, estimation, testing, or other activities related to

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nuclear activities, chemical/biological weapons, rocket systems or unmanned air vehicles, or (iv)will Use the Product (or Services) to disclose, transfer, download, export, or re-export, directly or
indirectly, any of Your Results generated by the Product (or Services), Content, third party
content, or any other content or material to any country, entity, or party that is ineligible toreceive such items under the Export Controls or other laws or regulations to which You may besubject to.
27.

ENTIRE AGREEMENT

This Agreement consists of all the terms and conditions set forth hereby, inclusive of the content
of any Exhibits hereto, and any other terms referred to herein, constitute the entire agreement
between the parties (and merge and supersede any prior or contemporaneous agreements,
discussions, communications, agreements, representations, warranties, advertising or
understandings) with respect to the subject matter hereof. The parties acknowledge that, inentering into this Agreement, they are not relying on any agreements, discussions,communications, agreements, representations, warranties, advertising or understandings otherthan as expressly set forth in this Agreement. The separate terms may be amended separately, andChaos may amend any of them, as well as modify, update, or put to an end the Use of, any
Product, from time to time, with or without notice depending on the type of change, by conveying
an advance notice to You by means of sending an email message to You, publishing a notice on
Websites or Product forum(s), amending the Documentation, enabling a pop-up notice in the
Product, or otherwise. You agree to monitor on a regular basis the established lines ofcommunication in order to be aware of any updates regarding the Products and the Agreement.
Not providing Your disagreement prior to the effective note of a change, in addition to Your
continuing Use of the Product after the effective date of a notice, shall be deemed an agreement
to such a change.
This Agreement shall apply to all Chaos's products, unless otherwise provided for in the specificlicense terms and conditions under which an Offering is made available for customer use, forexample, this Agreement may not apply to certain freeware license type software, or software notdesignated under the description of Product stipulated in the Agreement, which is licensed under
separate terms and conditions.
Unless otherwise stipulated by Chaos , this Agreement shall also apply to any Products:a.

updates and upgrades,b.

supplements, andc.

related Services (if any).

Maintenance and support services are governed by the end user support agreement, which, if any,
will be specified by Chaos, and is hereby incorporated by reference into this Agreement.
By accepting this Agreement you also accept, agree and guarantee that in case You provide to athird person the legitimate possibility to Access or Use the Product or any part of it You shallprocure the said third person's acceptance and agreement with the present Agreement otherwise
such access or usage shall be deemed illegal.
28.

WAIVER; MODIFICATION

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The failure by either party to enforce any provision of this Agreement will not constitute a waiverof future enforcement of that or any other provision. Unless otherwise stipulated elsewhere in thisAgreement, any waiver 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 thisAgreement 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.
29.

RECORDSYou shall retain records pertaining to Product Use. You grant to Chaos and its independent
advisors the right to examine such records no more than once in any twelve-month period solely
to verify compliance with this Agreement. In the event such audit reveals non-compliance withthis Agreement, You shall promptly pay the appropriate license fees, plus reasonable audit costs,
as determined by Chaos.
30.
COUNTRY-SPECIFIC TERMS – MEMBER STATES OF THE EUROPEAN
UNION
30.1.

LICENSE FEE

You shall pay the fee set forth by Chaos for the applicable Product or Subscription. Fees areavailable at the Product portal.
If You agreed upon a one-month term (“One-Month Subscription“), the fee is to be paid
monthly in advance of the applicable One-Month Subscription. If You agreed upon a one-year
term (“One-Year Subscription“), the fee is to be paid yearly in advance of the applicable OneYear Subscription. If You agreed upon a three-year term (“Three-Year Subscription“), the fee
is to be paid in advance of the applicable Three-Year Subscription. Any other Subscription
periods made available on a Product or Subscription portal, and relevant payments, will follow
the same logic.
Chaos shall be entitled to modify any fees for a Subscription, Product or Service (“Price
Change”) on a six-week notice, in writing.
Except as otherwise announced with a fee modification notice, any fee modification will takeautomatic effect at the next renewal of Your Subscription Term, unless You elect not to renew.
Where the fee modification is envisaged to take effect during Your current Subscription Term,
You are entitled to terminate Your Subscription and/or Agreement, in writing, at least 10 days
prior to expiration of the fee modification notice period. In this case, the current terms of Your
Subscription and/or Agreement remain unchanged and Your Subscription and/or Agreement willterminate with effect towards one month after expiration of the fee modification notice period. Incase You decide to terminate, You will be entitled to prorated refund of the positive balance ofYour prepaid fees, if any.
Other than as permitted in this Section or elsewhere in this Agreement, all amounts are nonrefundable, non-cancelable and non-creditable. You agree that We may bill Your credit card orother payment method for renewals, additional Users, overages to set limits or scopes of Use,
expenses, and unpaid fees, etc, as applicable.

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30.2.

TERMINATION

The following cause for termination shall not apply:(c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement,
composition or comparable proceeding, or if any such proceeding is instituted against that party(and not dismissed within sixty (60) days thereafter).
30.3.

LIMITED WARRANTY

If You are not a Consumer, instead of Section 12, above, only the following shall apply re
Limited Warranty:
If the Product and/or Services by Chaos are defective because their suitability for contractual use
is not only insignificantly suspended, Chaos shall be liable in accordance with the mandatory
statutory provisions for material defects and defects of title. Strict liability for damages withrespect to defects that were already present when the Agreement was concluded is excluded. You
have to report defects to the Provider immediately via e-mail or via your account.
Technical data, specifications and performance data in public statements by Chaos, in particularin advertising material, shall not be deemed as a statement to the quality of the Product and/or
Services.
Chaos shall not be liable for defects which are due to use of the Products and/or Services contrary
to this Agreement, and/or unauthorized modifications, by You or third parties.
30.4.

DISCLAIMER

The Disclaimer in Section 13, above, shall not apply.
30.5.

LIMITATIONS OF LIABILITY

Instead of Section 14, above, only the following shall apply re Limitations of Liability:
Chaos or its Licensors are liable for intent and gross negligence in accordance with the statutory
provisions.
In case of slight negligence, Chaos or its Licensors shall only be liable in case of violation of an
essential contractual obligation (“Cardinal Obligation”) as well as in case of damages resulting
from injury to life, body or health. Chaos or its Licensors shall only be liable for foreseeabledamages, the occurrence of which must typically be expected.
Chaos or its Licensors shall be liable in accordance with the German Product Liability Act in theevent of product liability.
Chaos or its Licensors shall be liable for loss of data only up to the amount of typical recovery
costs which would have arisen had proper and regular data backup measures been taken.
Any more extensive liability of Chaos is excluded on the merits.
Exhibit A - Special Terms and Conditions
1.

SPECIAL TERMS AND CONDITIONS FOR COMMERCIAL LICENSE

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1.1.
The terms and conditions of this Agreement which are not clearly referred to as applicable
only to specific License Type(s) will apply to all License Types, including but not limited toCommercial License Type.
2.

SPECIAL TERMS AND CONDITIONS FOR TRIAL LICENSE

2.1.
You may download a Trial License version for evaluation and, thereafter, if You liked
the Product, order license under the terms and conditions stipulated above, i.e. You can try the
Product before starting to pay a license fee. Even though a license fee is not paid for the Trial
License, it does not mean that there are no conditions for using the Product under Trial License.
These additional and specific terms contained in this Section “Trial License” will apply wheneverYou choose to Use the Product under Trial License.
2.2.
The Product under Trial License can be either a fully- functional, time-limited version, ora feature-limited version, or a combination of these two types. Detailed description of the Trial
License restrictions might be found hereunder, on a designated Website and/or on theDocumentation, for example Product user-guide, etc.
2.3.
Subject to Your full and continuous compliance with this Agreement and the restrictions
stipulated anywhere in this Agreement, Chaos grants, and You accept, a non-exclusive, nonsublicensable and non-transferable (except if the latter is permitted by applicable law) right andlicense for mere evaluation, non-Commercial Purposes only. You are authorized to install, copy,
and Use the Product for the sole purpose of testing its functionality.
2.4.
The product under this license type is provided free of charge only until it is a trial
license. Continuous Use of the product following expiration of the trial period, or any attempt to
Use the Product following expiration of the trial period, are allowed only after payment in full of
the attributable license fees. The specifics of the trial license exclude any refund request(s)concerning any linked license or otherwise referred license purchased for the purpose of Using it
together with the Product, or Products which are immediately consumed by a single Use. Interalia, if a trial license is a time-limited, fully- functional version, allowing You to see and test all
the features, Your refund request will be declined if based on trial license claims concerningabsence of certain feature(s) or if any feature doesn't work as You expected it to work. All otherrefund cases, if any, are regulated by Chaos warranty and limitation of liability policy.
2.5.

You may not, in addition to any other restrictions contained elsewhere:a.

Use the Product without payment of the attributable license fees after expiration of
the Trial License.

b.

benefit commercially from using the Product in the authorized manner.

2.6.
The Trial License may be limited with a term and will be effective until terminated or
You choose to Use the Product under the standard terms and conditions for the Product, in returnfor a license fee, stipulated in the other sections of this Agreement, whichever occurs earlier.
2.7.
You may terminate the Agreement at any time by returning and/or destroying the Product,
related documentation and all copies thereof.

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2.8.
Chaos may terminate the Agreement at any time. The Agreement will terminate
immediately without notice from Chaos if You fail to comply with any provision of theAgreement.
2.9.
Upon the termination of the Agreement for whatsoever reason, You will cease all Use of
the Product and destroy all copies, full or partial, of the Product.
2.10. Unless at the end of the Trial Period Chaos decides to extend the Trial Period or You
elect to be licensed the Product in return for applicable fee, You accept to immediately stop
Using the Product and return and/or destroy the Product, related Documentation and all copies
thereof. If You retain the Product after the end of the Trial Period, Chaos will consider that You
chose to be licensed the Product in return for an applicable fee, under the terms and conditions of
the standard Agreement for this Product. Payment of the applicable fees is due as from the day
immediately following the end of the Trial Period, as instructed in details in the relevant
invoice(s).
2.11. Sections (LIMITATIONS/RESTRICTIONS) (CONFIDENTIALITY AND NON DISCLOSURE) (OWNERSHIP), (PRIVACY), (LIMITED WARRANTY), (DISCLAIMER),(LIMITATIONS OF LIABILITY) (OTHER PROVISIONS) will survive the termination of thisAgreement, howsoever caused, and this will not imply or create any continued right for You to
Use the Product or any part of the Product after termination of this Agreement.
3.

SPECIAL TERMS AND CONDITIONS FOR BETA (OR PREVIEW) LICENSE

3.1.
Whenever You are provided a Beta License Type for a Product, You acknowledge,
understand, recognize and agree that the Product, and any of its updates may contain errors, AND
ARE PROVIDED TO YOU FOR LIMITED EVALUATION PURPOSES ONLY.
3.2.
Under this License Type You may not Use the Product or Licensee's Works forcommercial purposes, unless a specific agreement with Chaos is reached on that. The specificagreement may be replaced by a relevant statement stipulated on the beta section of the Product“Commercial Purposes” means, not limited to,: sell, charge, accept payment in any form or othercompensation for the Use of the Product, if at all allowed to You under separate special terms andconditions, Licensee's Works, or parts thereof, produced with the Product.
3.3.
You are provided a Beta License for a Product whenever You are using offerings
identified as “Beta”, “Alpha”, “Labs” or “Pre-Release” or made available as “free” in othertesting mode, or without requirement of payment for any other of Chaos’s product (“Free
Products”, in the meaning of products provided without obligation for payment or any additional
consideration, other than receiving Feedback, or other valuable consideration which tangible
value may not be easy to estimate), may be subject to additional terms and conditions that appear
in connection with Your Use of the free Products and are incorporated into these Terms byreference. For example, when You are offered Beta Products License Type:a.

You are entitled to participation based on Your commitment to participate and test
the Product, where lack of sufficient participation is a good and sufficient cause
for Chaos to remove You from the Beta target group and Your access and Use of
the Product;

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b.

Generally, You may Use Product solely for Your internal, non-productive
business purposes, and solely: (a) to evaluate the technical and commercial
viability of the Product; (b) to evaluate the reliability and functionality of the
Product in a working environment; (c) to determine whether the features of the
Product perform as designed and are useful; (d) to determine whether the Productwill work for its intended purpose; and (e) to create and provide to Chaos
voluntary suggestions and technical feedback regarding the Product, including
suggestions regarding viability and functionality of the Product. If You submit
feedback or suggestions about the Product, Chaos may use Your feedback orsuggestions without obligation to You

3.4.
You may report to Chaos for any and all functional flaws, errors, anomalies, bugs andother problems directly or indirectly associated with the Product known to or discovered by you.
You agree that the contents of such reports to Chaos , provided either in written or oral form, andany other materials, information, ideas, concepts, suggestions, improvements, know-how and thelike or, upon additional assignment by Chaos , certain media and press release instruments(“Feedback”), provided by You (including corrections to problems in the Product anddocumentation) become property of Chaos. You agree to assign, and hereby assign, all right, title,
and interest worldwide in the Feedback and the related intellectual property rights to Chaos, andagree to assist Chaos, at Chaos's expense, in perfecting and enforcing such rights. Chaos may
disclose or use Feedback for any and all business purposes whatsoever without any obligation toyou. Under no circumstances will Chaos become liable for any payment to you for any Feedback
that you have provided, whether concerning the Product or otherwise, no matter how such
Feedback is used or exploited by Chaos . Regardless anything to the contrary, Feedback means
any suggestions, feedback, improvement requests or other recommendations You or Your Users
provide, relating to the Product. Chaos will have (and You grant) a royalty-free, worldwide,
irrevocable, perpetual license to use and incorporate any Feedback. Under no circumstances shallFeedback be considered Confidential Information.
3.5.
You acknowledge and agree that possession, installation, Use of the Product or Feedback
submission does not transfer to You any title to Chaos’s intellectual property. Chaos and its
licensors own and retain title to and ownership of, and all other rights with respect to, theProduct, the Collateral Products, the Confidential Information, Feedback and all copies thereof,
including, without limitation, any related copyrights, trademarks, trade secrets, patents, and otherintellectual property rights.
3.6.
Product under Beta License is always provided as Confidential Information, regardless ofwhether this is clearly indicated or otherwise marked with unambiguous restrictive legend, except
in cases where Chaos has clearly addressed to the public that a specific Beta License Product is
not confidential and particular information as regards this very Product may be divulged to the
public or selected groups thereof.
4.

SPECIAL TERMS AND CONDITIONS FOR NFR LICENSE

4.1.
Whenever You are provided a NFR License Type for a Product, You acknowledge,
understand, recognize and agree that it is a designation for the Product that gives You right only

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for testing and demonstration purposes, with the understanding that you will not resell the
Product.
4.2.
NFR ensures You complete, promotional copies of the Product, generally not eligible for
upgrades when they become available, and will not include technical support, whenever offeredby Chaos , unless otherwise clearly stated by Chaos in the relevant Product section.
4.3.
Product marked with NFR legend are not licensed for resale, and so no license for general
Use is granted.
5.
SPECIAL TERMS AND CONDITIONS FOR EDUCATIONAL/ ACADEMIC
LICENSE
5.1.
Whenever You are provided an Educational, also referred to as Academic, License Typefor a Product, You acknowledge, understand, recognize and agree that it is a License limited toYour educational purposes, and is only available for licensees that are academic or educational
institutions or individuals that are students or educators.
5.2.
Academic or educational institutions are defined as those dedicated to education,
including public and private universities, colleges, junior colleges, elementary, middle, highschools, and technical schools which are accredited by a state or other appropriate governmental
agency or organization.
5.3.
Student/ educator is a person who can confirm enrollment/ employment at a degreegranting educational institution.
5.4.
Chaos may decide not to charge a full license fee and this will be clearly indicated in therelevant Product section.
6.

SPECIAL TERMS AND CONDITIONS FOR RENDERFARM LICENSE

6.1.
Whenever You are provided a license for Use of the Product for commercial renderfarm
services, an additional agreement supplementing and amending the present Agreement will besigned with You.
7.
SPECIAL TERMS AND CONDITIONS FOR APPSDK FOR INTERNAL USAGE
AND DEVELOPMENT
7.1.
Whenever You are provided a V-Ray Application Software Development Kit (“V-Ray
Application SDK”) license for Use of the Product, these additional conditions and limitations
apply to You – the Licensee.
8.

DEFINITIONS:
8.1.1

V-Ray Application SDK, hereinafter referred as the “SDK”, consists of:▪

V-Ray Render Engine (major version, as may be further specified by Chaos ),which means Chaos’s proprietary rendering software core in a binary code
format.

▪

V-Ray Application SDK API, which means programming interface that allows
You, directly or through Licensee's Works, to programmatically access certain
V-Ray Render Engine features and functions;

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▪

V-Ray Application SDK API Reference Guides, containing “Sample Code”;▪

any other accompanying software, plug-ins and any updates or upgrades to therendering software that You may install from time to time;▪

any associated files, documentation and materials, including but not limited to
installation files, Sample code, binary executable files, library files,
configuration files and documentation files.

8.1.2 For the purposes of this section “Licensee's Works” means software, software
applications, software modules, products, projects, services, solutions or other applications, You
create through utilizing the SDK.
8.1.3 “Content” means Licensee's or a Third Party's text, pictures, data, or otherinformation which are: (i) submitted to, stored, retrievedor processed by the SDK operating with Licensee's Works, (ii) obtained, developed or producedby the Product operating with Licensee's Works, including but not limited to rendered images.
Content is neither part of the SDK, nor of Licensee's Works.
8.1.4“Sample Code” means sample code examples in source code format.

8.2.

GRANT OF LICENSE

9.

INTERNAL USAGE AND DEVELOPMENT:

Subject to and conditioned to Your continuous compliance with this Agreement and payment of
the applicable fees for the Product, if any, Chaos grants You non-exclusive, Internal Use, nonsublicensable, non-transferable (except if permitted by applicable law), revocable right andlicense to access the SDK, or any part of it, for development, research and other internal purposes
only, to:10.

a.

Use the SDK or any part of it “AS IS”; and/orb.

create Licensee's Works; and/orc.

link to Licensee's Works and/or any other software, software applications,products, projects, services, solutions of Yours; and/ord.

make copies of the SDK only as necessary to perform an activity permitted under
this Agreement and You keep all copyright notices and other marks of ownershipon each copy, or partial copy, of the SDK. Any copies or partial copies of the SDK
are for Your Internal Use only and cannot be provided to any third parties. You
agree to delete all copies of the SDK when they are no longer required for the
purpose they were created for. You may not Use the SDK or Licensee's Works forcommercial purposes, unless a specific agreement with Chaos is reached on that.
“Commercial Purposes” means, not limited to: sell, charge, accept payment in any
form or other compensation for the usage of the SDK, Licensee's Works or any
parts thereof produced with the SDK.

SDK REQUIREMENTS AND ADDITIONAL LIMITATIONS:
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11.

a.

V-Ray Application SDK license. One V-Ray Application SDK license entitles
You to one installation of the SDK on one Computer. The term of the V-Ray
Application SDK license is specified as designated by Chaos . You may request
renewal of the term, however Chaos keeps the right to refuse such renewal. In casethe renewal is confirmed by Chaos, the term of the license is deemed
automatically extended for an additional period, as instructed by Chaos, under theterms and conditions of this Agreement.

b.

Universal Render Node license. One Universal Render Node license entitles You
to Use one running copy of V-Ray Render Engine for rendering at any one time.
The terms and conditions for Universal Render Node license may be arranged in a
separate agreement with Chaos .

NUMBER OF LICENSES

Your number of licenses is specified by Chaos, where usually one Product license entitles You to
one SDK license. Additional licenses can be acquired from time to time under the terms andconditions of the relevant license agreement governing the licenses acquisition. You
acknowledge that Chaos is currently developing or may develop technologies and products in the
future that have or may have design and/or functionality similar to products that You may
develop based on the V-Ray Application SDK license herein. Nothing in this Agreement shall
impair, limit or curtail Chaos’ right to continue with its development, maintenance and/or
distribution of Chaos’ technology or products. You agree not to assert in any way any patent
owned by You arising out of or in connection with the SDK and/or the Product, or modifications
made thereto, against Chaos, its subsidiaries or Affiliates, or their customers, direct or indirect,
agents and contractors for the manufacture, use, import, licensing, offer for sale or sale of any
Chaos’ or its Affiliates’ products.
12.
SPECIAL TERMS AND CONDITIONS FOR PLE (Personal Learning Edition)
LICENSE12.1 If the Product You choose to be licensed for is a Personal Learning Edition License Type(also referred to as the “PLE”), it will require standard Chaos Protection Mechanism.
12.2 PLE License Type may have certain time-limits, limited functionality, territorial limitations,watermarks, stamps, scene visibility blurring, or other possible limitations on the license grants,
Use, productivity and/or support provided (if any such, provided upon Chaos's discretion), as
may be described in greater detail in the Product documentation, user guide(s) or publicannouncement made by, or on behalf of, Chaos in appropriate manner, upon Chaos's discretion,subject to change from time to time. You may Use it only for the purpose of personal or in-house,internal evaluation, skill-building, training and instruction, and for no other purpose whatsoever.
PLE may not be Used for commercial, professional or any possibly available for-profit purposes
including, but not limited to, providing training or instruction to third parties, and renderingfunctionality might be, in whole or in part, unavailable. Cluster rendering, renderfarm bureau
compatibility, and server installations are explicitly prohibited.
12.3 One account entitles You for a single PLE license at a time. Repetitive grant of license
might be available upon compliance with the terms and conditions hereof.

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12.4 Chaos may, from time to time and at its sole discretion, vary any terms and conditions
applicable, or terminate this offering in whole or in part, with or without prior notice to You.
12.5 Until further notice, PLE is available as a pilot project only, may not be available in all
regions across the world, and all the special terms and conditions applicable to Beta Licenses,
shall also apply to PLE.
Version: 20230501============== END OF THE AGREEMENT ==============

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PLEASE READ CAREFULLY. OUR PRODUCTS ARE DESIGNED FOR
PROFESSIONAL USE BY BUSINESS CLIENTS AND CUSTOMERS. IF YOU ARE A
CONSUMER ACCORDING TO THE APPLICABLE LAWS, AND YOU WOULD STILL
LIKE TO USE OUR PRODUCTS, PLEASE FIND BELOW YOUR CONSUMER END
USER LICENSE AGREEMENTCONSUMER END USER LICENSE AGREEMENT(“Agreement”)
THE PRODUCT IS LICENSED TO YOU UNDER THE CONDITION THAT YOU ACCEPTANY AND ALL TERMS, STIPULATED OR REFERRED TO, HEREOF, PLEASE READ
CAREFULLY.
THIS AGREEMENT GOVERNS THE USE OF CHAOS’ OR ITS AFFILIATES’ OFFERINGS,INCLUDING SUBSCRIPTIONS, SOFTWARE, CONTENT AND OTHER COPYRIGHTED
MATERIALS, SOFTWARE-AS-A-SERVICE, CLOUD- SERVICES AND OTHERSERVICES, AND ACCOMPANYING DOCUMENTATION (TOGETHER, THE“PRODUCT” OR “PRODUCTS”). PRODUCT BRANDS INCLUDE, BUT ARE NOT
LIMITED TO, V-RAY, CHAOS, ENSCAPE, CHAOS PHOENIX, CHAOS PLAYER, CHAOSSCANS, CHAOS COSMOS, CHAOS CORONA, CHAOS SCATTER, CHAOS VANTAGE,
ETC. THIS AGREEMENT GOVERNS YOUR USE OF PRODUCTS HOWEVER THEYWERE ACQUIRED INCLUDING WITHOUT LIMITATION THROUGH AN AUTHORIZEDRESELLER (AS DEFINED BELOW), OR ONLINE APP STORE.
THIS IS A LEGAL AGREEMENT BETWEEN YOU, EITHER YOU PERSONALLY IF YOU
HAVE ACQUIRED THE PRODUCT, AS DEFINED BELOW, FOR YOURSELF, OR
ANOTHER LEGAL ENTITY WHICH HAS ACQUIRED THE PRODUCT AND FOR WHICH
YOU WARRANT THAT YOU HAVE THE CAPACITY AND AUTHORITY TO BIND TO
THIS AGREEMENT (REFERRED TO HEREIN AS “CUSTOMER”, “END USER”,“LICENSEE”, “YOU” or “YOUR”), AND(A)

ENSCAPE, INC., a company organized under the laws of the USA, with office address
at 80 Pine Street, Floor 24, New York, NY 10005-1732, email: contracts@chaos.com, IF
YOU ARE LOCATED IN THE UNITED STATES OF AMERICA; OR(B)

ENSCAPE GmbH, a company organized under the laws of Germany, with office address
at An der Raumfabrik 33b, 76227 Karlsruhe, Germany, email: contracts@chaos.com, IF
YOU ARE LOCATED OUTSIDE THE UNITED STATES OF AMERICA **** IF YOU ARE LOCATED OUTSIDE THE USA, PLEASE REVIEW THE TERMSINCLUDED IN THE COUNTRY-SPECIFIC TERMS SECTION BELOW, IF ANY, WHICH
APPLY TO YOUR USE OF OR ACCESS TO A PRODUCT. IN THE EVENT OF ANYCONFLICT BETWEEN THE TERMS IN THE COUNTRY-SPECIFIC TERMS SECTION
AND THE REMAINDER OF THIS AGREEMENT, THE COUNTRY-SPECIFIC TERMSSECTION SHALL APPLY IF YOU ARE LOCATED OUTSIDE THE USA.

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(REFERENCES IN THIS AGREEMENT TO “CHAOS”, “WE,”, “OUR” or “US” IN THISAGREEMENT REFERS, AS APPLICABLE, TO INSCAPE, INC., ENSCAPE GMBH AND/OR
A RESPECTIVE CHAOS AFFILIATE THAT OWNS OR OPERATES THE PRODUCT THATYOU ARE USING OR ACCESSING PURSUANT TO AN AUTHORIZED SUBSCRIPTION)
YOU MAY NOT ACCEPT THIS AGREEMENT ON BEHALF OF ANOTHER ENTITYUNLESS YOU ARE AN EMPLOYEE OR OTHER AGENT OF SUCH OTHER ENTITY
WITH THE RIGHT, POWER AND AUTHORITY TO ACT ON BEHALF OF SUCH OTHER
ENTITY. CHAOS MAY AT ANY TIME ASSIGN THE AGREEMENT, AS A WHOLE OR IN
PART, TO ANY OF ITS AFFILIATES, WITH OR WITHOUT PRIOR NOTICE.
BY SELECTING THE “I ACCEPT” BUTTON OR OTHER BUTTON OR MECHANISMDESIGNED TO ACKNOWLEDGE AGREEMENT TO THE TERMS OF AN ELECTRONICCOPY OF THIS AGREEMENT, OR BY ACCESSING, DOWNLOADING, INSTALLING,
REGISTERING, ACCESSING, EVALUATING OR OTHERWISE USING PRODUCTS, YOU
ACKNOWLEDGE AND AGREE THAT YOU ARE BOUND TO THIS AGREEMENT(INCLUDING THE TERMS IN THE COUNTRY-SPECIFIC TERMS SECTION, IF YOU ARE
LOCATED OUTSIDE THE USA). IF YOU DO NOT AGREE TO ALL OF THE TERMS IN
THE AGREEMENT AND/OR THE TERMS AND CONDITIONS FOR THE LICENSESERVER, OR ANY OTHER APPLICABLE TERMS AND CONDITIONS REFERRED TO AS
PART OF OUR RELATIONSHIPS AND/OR A CONDITION PRECEDENT FOR THEIRVALIDITY, YOU MUST NOT DOWNLOAD, AGREE TO THE TERMS AND CONDITIONS,CLICK OR CHECK A RELEVANT BUTTON, OR PERFORM ANY SIMILAR ACT OF
ACCEPTANCE, AND/OR DO NOT USE THE PRODUCT.
1.

DEFINITIONS

The clause headings are included for convenience only, have no legal effect and shall be ignored
when construing these Terms. Capitalized terms are defined in this Agreement, or elsewhere in
the other applicable terms and conditions accepted hereby by reference.
Unless otherwise stated, references to clauses or schedules are references to the clauses orschedules of this Agreement, references to this Agreement include its schedules and references toparagraphs within a schedule are references to the paragraphs of that schedule.
Words importing the singular include the plural, and the opposite applies, and words importing
any gender include the other genders.
References to persons include individuals, firms, partnerships, limited liability partnerships,
companies, corporations, associations, organizations, governments, governmental agencies anddepartments, states, foundations and trusts (in each case whether or not having separate legal
personality) and corresponding or similar entities in any relevant jurisdiction.
Reference to any statute includes a reference to any subordinate legislation and to any
amendments, consolidation, extension or re-enactment of that statute or subordinate legislation.
The use of the words "including" or "include" shall not limit the general applicability of any
preceding words.

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“Access” (as well as “to Access”, “Accessible” and other similar language forms)
means, (a) to Use, execute, or otherwise benefit from the features or functionality of, a Product,or (b) to Use or benefit from a Product. Access is any access to a Product regardless of whether it
has been locally installed on Your Computer, Used via Cloud Services, Software as a Service, orotherwise remotely accessible.
“Additional Agreement” a Product (or portions thereof) may be subject to terms(e.g., terms accompanying a particular offering or made available in connection with ordering,
installing, downloading, accessing, using or copying such offering) that are in addition to, ordifferent from the terms set forth in, this Agreement, and You agree to comply with such terms.
Additional Agreement(s) mean any agreement (1) for any applicable Product not covered by thisAgreement, or (2) that You and Chaos agree in writing, including related to the Access or Use ofa Product. Additional Agreements may include, without limitation, terms such as service levelagreement(s).
“Affiliate” means any entity that Controls, is Controlled by, or is under common
Control with either Party, as applicable, where “Control” means having the power, directly or
indirectly, to direct or cause the direction of the management and policies of the entity, whether
through ownership of voting securities, by contract or otherwise.
“Cloud Services” on demand, cloud-based, or otherwise remotely accessible
Services.
“Computer” means (i) a single electronic device, with one or more central
processing units (CPUs), that accepts information in digital or similar form and manipulates theinformation for a specific result based on a sequence of instructions, or (ii) a software
implementation of such a device (or so-called virtual machine).
“Content” materials licensed by Chaos, regardless of whether it has been
downloaded locally on Your Computer, Accessible as a Cloud Service, Service or otherwise
remotely Accessible. Content may include 3D model files, geometry, texture maps, materials,
renderings and other constituent files related to the Content and its representation, and any
modifications and/or compilations thereof, currently available in the Chaos portfolio , and/or
accompanying documentation, and/or support files, designated and listed on
https://cosmos.chaos.com/, or any other successor site designated by Chaos, or as maybe
otherwise instructed by Chaos , including updates (if any). Content may be available for paid or
free Use, upon Chaos's discretion. Content may be available only to certain regions, target groupsof customers, or in connection to other specific Products where the relevant restrictions or
prerequisites will be designated in the relevant Documentation - user guides, relevant Chaos
website(s), or elsewhere.
“Documentation” means the applicable user manual, Third Party Materials, andthe acceptable use policy, etc., which may be found at https://docs.chaos.com/,
https://enscape3d.com/downloadable/Enscape_EULA/Appendix_B.pdf, or any other successor
site(s) designated by Chaos, the applicable service level agreement, if any, and othercorresponding copyrighted materials published by Chaos from time to time that are customarily
made available to End Users of the applicable Product.

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“Effective Date” means the date on which You accept this clickwrap Agreement
or otherwise Access, download, install, execute or Use a Product or Services, whichever occurs
first. Regardless anything to the contrary, Subscription term will start as at the moment of
Product activation.
“Internal Use” is any allowed Use by Your own employees solely to meet theinternal requirements of Your own business in the ordinary course of such business, including forthe benefit of Your customers in the ordinary course of Your business, provided that Your Use
shall not include the Use of Product or Service as a service bureau.
“Licensed Material” means Software, Content and Documentation“License Server” means a primarily cloud-based Protection Mechanism to control
access and permit only the number of licenses, seats, cloud credits, etc., acquired to be in use at
one time and to prevent unauthorized or unlicensed Use of a Product.
“License Type” means a type of license specified by Chaos for a Product,
including the types set forth in Exhibit A - Special Terms and Conditions hereto. License Typemay include specific applicable set(s) of terms specified by Chaos for each type of license in
Exhibit A. License Type, which is subject to change from time to time, is determined by Chaos
and may be specified in the Subscription for the Product or Services, separately associated withthe applicable Product or Service or elsewhere as may be deemed appropriate by Chaos. License
Type may include one of the following types:a.
Commercial License, which is a license to Use a regular version of the Product orService under the terms of this Agreement, in return for the applicable License fee as specified
in the Subscription;b.
Academic or Educational License is a license limited to use the applicable
Product for Your educational purposes only. Special terms and conditions, including as specified
in Exhibit A, may apply (please refer to the Exhibits to this Agreement);c.
Trial/Evaluation License means a license to Use a version of a Product only toreview, demonstrate and evaluate the Product or Service for the specified Trial Period. The Trial
License is limited in time and the Product may have limited features or functionality. Special
terms and conditions may apply which in case of conflict with the other terms and conditions
stipulated hereunder, will prevail to the extent of such conflict (please refer to the Exhibits to thisAgreement);d.
Beta License is a license available to the public or only a group(s) of clients,
and/or their clients, selected upon Chaos’s discretion, for evaluation or beta copies of Licensed
Materials for which Chaos does not typically charge a license fee. Special terms and conditions
may apply which in case of conflict with the other terms and conditions stipulated hereunder, will
prevail to the extent of such conflict (please refer to the Exhibits to this Agreement). Beta license,or the beta software itself, may automatically expire once the beta process is complete;e.
NFR (Not for resale) is a designation for the Product that gives You a right only
for testing with the understanding that You will not resell the Product. NFR ensures You
complete, promotional copies of the Product, generally not eligible for upgrades when they

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become available, and may not include technical support, whenever offered by Chaos. A Productmarked with a NFR legend is substantially identical in function and packaging to the retailversion of the same Product. They are not licensed for resale, and no license for general Use is
granted. Special terms and conditions may apply which in case of conflict with the other terms
and conditions stipulated hereunder, will prevail to the extent of such conflict (please refer to the
Exhibits to this Agreement);f.
Render Service Provider License a special license to Use a Product granted by
Chaos to business operators of render farms, built to render computer-generated imagery, which
sublicense temporarily that Product in return for a fee, under specific conditions stipulated in
Additional Agreement;g.
Any other License Type, as may be stipulated in the Exhibits concerning Special
Terms and Conditions sections of this Agreement or as may be made available at the Product web
portal.
Depending on Your Subscription or License Type, the Product may include
additional separate outcome restrictions including, but not limited to: resolution limitations,watermarks prints, Use limited for a fixed period (with automatic expiration on a certain date),
Use on a particular Computer only, etc. In case of time-limited License Type, You may request
renewal of the Agreement, however Chaos keeps the right to refuse such renewal. In case therenewal is confirmed by Chaos, the Agreement is deemed automatically extended for the same
period and under the same terms and conditions as agreed hereby.
“Protection Mechanism” means schemes or devices to control access and permit
only the number of Subscriptions, seats, licenses, service credits, capacity, etc, acquired to be in
Use at one time and to prevent usage of unlicensed copies of the Product . Protection
Mechanisms may include a hardware lock such as dongle, or more complex tools such as the
License Server, special encryption schemes, software license authorization keys, and/or any otherlegally permitted technology as may be implemented from time to time by Chaos.
“Renderer” means an embedded or separate subset of Software included in the
Licensed Materials used specifically for rendering files created with other Licensed Materials,
installed locally on Your Computer, and/or remotely Accessible (via Cloud Service or Software
as a Service) as provided for, from time to time, by the terms of Your Subscription.
“Reseller” or “Partner” means an independent entity authorized directly or
indirectly by Chaos to distribute Subscriptions for Products to You.
“Result” means digital works generated by inputting Your Data from the use of a)
specific Chaos Products to process Content and/or Your Data, and b) relevant Chaos or third
party rendering or otherwise processing service(s). Regardless anything on the contrary, Users
cannot produce physical embodiments of the Content or include it in any Result that is deemed
illegal in Your Territory or according to any applicable law(s).
“Services” means services provided or made available by Chaos, in return for afee or free of charge, including, without limitation, support services, storage, rendering,
simulation and testing services, training and other benefits, as well as any services provided, ormade available, as part of a Subscription.

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“Software” is any object code of an executable computer program in a machinereadable form provided by Chaos.
“Software as a Service” or “SaaS” means on demand, remote Access to certain
Licensed Materials, as may be ensured by the License Server or other Protection Mechanism, fora limited period of time, according to the terms Your Subscription. Technical support, customer
success plans, and professional services, specially devoted to SaaS Licensed Materials, areconsidered part of the Subscriptions under this Agreement should they be clearly communicatedin the Subscription or related Documentation, subject to change from time to time, as part
thereof.
“Subscription” is any customer relationship program for a Product, including
downloadable Products, SaaS Products, Content, Cloud Services and other Services offered by
Chaos to Customers, under which Chaos provides, in return for a license fee or free of charge (asin the case of a Trial License), and for a prescribed period of time as designated for the Productsubject to Subscription, Access to Licensed Materials and Services, updates and upgrades to, newversions of, and certain other support, services and training programs relating to certain Products.
“Territory” is limited to the country or authorized territory where Your domicile
is, and where You are entitled to Use the Product, unless otherwise specified by Chaos or by
applicable law. In case You are an individual, You may use the Product in the territory where
You currently reside or temporarily stay at. In case the Product is acquired from Your head
office, or on behalf of Your Affiliate, the Product may be used in the territory or region where theheadquarters or Affiliate is. The Product, or Use thereof, may be transferred from Your territory
to another territory only upon Chaos’s prior written approval.
“Trial Period” is a limited period in which You are entitled to Use the Productfree of charge. Subject to the terms and conditions hereof, except if otherwise provided
elsewhere, Chaos grants to You the license specified below to evaluate the Product only for aterm of up to thirty (30) days (as may be specified by Chaos as of the time You acquire theparticular Product) from the date You obtain the Product or Service. Trial Period may either befound in this Agreement, on Chaos designated web sites, in the Product User-Guide, or in other
Chaos specific instructions, in this order of preference.
“Use” or “Using” means to access, download, execute, install, copy or otherwise
benefit from using the functionality of a Product for Internal Use in accordance with thisAgreement and/or the Documentation. “Use”, when specifically referring to Content, will mean
Internal Use such as a) browsing the Content by taking advantage of the tools provided by Chaos,b) downloading Content, on a piece by piece basis, and c) importing it in a specially designated
Product for the purpose of processing the Content together with Your other materials so as toprepare raw input data or information such as imagery files capable of follow up rendering orotherwise processing service(s), aiming to finally achieve a Result.
"Users" or “Your Users” means Your individual employees with whom you conductbusiness for the Internal Use of Your enterprise, for whom You have purchased Subscriptions
only for Your benefit or as part of Your project.

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“Your Data“ means data and content owned by You that You have submitted for
upload to Chaos’s servers or computer system for use with one or more of the Products.
2.

ACCOUNT AND PASSWORD

You may be required to register an account with Chaos in order to access certain areas of thewebsite(s) of Chaos (“Websites“) or any and/or all Products. With respect to any suchregistration, Chaos may refuse to grant You, and You may not Use, a user name (or e-mailaddress) that is already being used by someone else; that may be construed as impersonating
another person; that belongs to another person; that violates the intellectual property or otherrights of any person; that is offensive; or that Chaos rejects for any other reason at their sole
discretion.
Your user name and password are for Your personal use only, and not for use by any otherperson. You and Your Users are responsible for maintaining the confidentiality of any password
You may Use to access the Websites and Products, and agree not to transfer your password oruser name, or lend or otherwise transfer your use of or access to the Websites and Products, toany third party.
You are fully responsible for all interaction with the Websites and Products that occurs inconnection with Your password or user name. You agree to notify Chaos immediately of any
unauthorized use of Your password or user name or any other breach of security related to Youraccount or the Website(s) and Products, and to ensure that You “log off” (exit from Your accountwith the Websites and Products (if applicable)) at the end of each session. Chaos is not liable forany loss or damage arising from Your failure to comply with any of the foregoing obligations.
3.

SUBSCRIPTIONS AND LICENSE FEES

3.1.

Access to Subscriptions and Software as a Service

This section applies generally to Software as a Service Subscriptions and does not apply todownloadable Licensed Materials. Subject to Your compliance with this Agreement, during theterm of the SaaS Subscriptions purchased, Chaos will use commercially reasonable efforts tomake the SaaS Products available in Your Territory 24 hours a day, 7 days a week, except for
published downtime or any unavailability caused by circumstances beyond Chaos’s control,
including, but not limited to, a force majeure event, subcontractor’s failure to provide essential
resources, etc. Chaos grants you a non-exclusive right to Access and Use the SaaS Products:i.

in accordance with the Documentation;ii.

solely within the usage capacity purchased; andiii.
with Chaos.

solely for Your Internal Use, unless agreed otherwise in a separate written contract

All other rights are expressly reserved by Chaos.
3.2.

Access to Services as part of a Subscription. License ServerThis section applies generally to Subscriptions for Services, Cloud Services and the License
Server and will be regulated by the Subscription terms, by the License Server Agreement
located at https://enscape3d.com/legal/License-Server-Agreement.pdf or any other successor site
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designated by Chaos, and by the Terms of Service located at https://cloud.chaos.com/eula or any
other successor site designated by Chaos, accepted hereby, as an integral part hereto, byreference. Subscription to Cloud Services will be acquired by way of service credits or otherwise
as may be instructed from time to time by Chaos.
3.3.

Access to Subscriptions for Licensed Materials. Single Product.

This section applies to Subscriptions of Licensed Materials when provided as a downloadable
Product or as a part of a Subscription including Services. The Licensed Materials are licensed to
You as a single product although they may encompass separate, but interdependent, Software,
Services and Content. Subject to Your compliance with this Agreement, Chaos grants You forYour Territory a paid, limited, non-exclusive, non-transferable right to Use for the Subscription
term the Licensed Materials:
i.

in accordance with the Documentation;ii.
solely within the scope of the license purchased (e.g., number of seats, licenses,
cloud credits, volume of rights, etc);iii.
with Chaos.

solely for your Internal use, unless agreed otherwise in a separate written contract

All other rights are expressly reserved by Chaos.
3.4.

Access to RendererWith regard to the Renderer, in addition to any other license granted in this Agreement, You may
be allowed for Your Territory Access to Renderer, solely for Your Internal Use. The Renderer isprovided with a limited number of rendering nodes licenses, Service credits, etc., under the
specific terms of Your Subscription.
3.5.

License Fees

You shall pay the fee set forth by Chaos for the applicable Product or Subscription. Fees areavailable at the Product portal.
If You agreed upon a one-month term (“One-Month Subscription“), the fee is to be paid
monthly in advance of the applicable One-Month Subscription. If You agreed upon a one-year
term (“One-Year Subscription“), the fee is to be paid yearly in advance of the applicable OneYear Subscription. If You agreed upon a three-year term (“Three-Year Subscription“), the fee
is to be paid in advance of the applicable Three-Year Subscription. Any other Subscription
periods made available on a Product or Subscription portal, and relevant payments, will follow
the same logic.
Chaos is entitled to modify any fees for a Subscription, Product or Service at any time, on a sixweek notice in writing. Except as otherwise announced with a fee modification notice, any fee
modification will take automatic effect at the next renewal of Your Subscription Term, unless
You elect not to renew. Where the fee modification is envisaged to take effect during Your
current Subscription Term, when You do not disagree, the price modification will be effective at
the end of the notice period, unless You notify Chaos earlier of Your acceptance, in which casethe fee modification will be effective immediately upon Your acceptance notice. If You disagree

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with the fee modification, You shall notify Chaos in writing at least 30 days prior to expiration of
the fee modification notice period. In this case Chaos will be, at its sole discretion, entitled toterminate Your Subscription and/or Agreement at the end of the fee modification notice period,or keep the current terms unchanged; whilst, in case Chaos decides to terminate, You will beentitled to prorated refund of the positive balance of Your prepaid fees, if any.
Other than as permitted in this Section or elsewhere in this Agreement, all amounts are nonrefundable, non-cancelable and non-creditable. You agree that We may bill Your credit card orother payment method for renewals, additional Users, overages to set limits or scopes of Use,
expenses, and unpaid fees, etc, as applicable.
3.6.

Resellers

If you make any purchases through an authorized Reseller of Chaos:

4.

a)Instead of paying us, You will pay the applicable amounts to the Reseller, asagreed between You and the Reseller. We may suspend or terminate Your rights
to Use Products if We do not receive the corresponding payment from theReseller.

b)Your order details (e.g., the Products You are entitled to Use, the number of End
Users, the Subscription term, etc.) will be as stated in the order placed with Us by
the Reseller on Your behalf, and Reseller is responsible for the accuracy of any
such order as communicated to Us.

c)

If You are entitled to a refund under this Agreement, then unless We otherwise
specify, We will refund any applicable fees to the Reseller and the Reseller will besolely responsible for refunding the appropriate amounts to You.

d)Resellers are not authorized to modify the terms of this Agreement or make any
promises or commitments on Our behalf, and We are not bound by any obligations
to You other than as set forth in this Agreement.

AUTHORIZED USE

Subject to Your compliance with this Agreement, You have been granted for Your Territory thefollowing paid, limited, non-exclusive, non-transferrable, time-limited or perpetual, rights of Use,
under the available Subscription terms, which You have accepted as stipulated above:a.

to Access remotely, download, install and Use the Product locally on as many ofYour Computers as You wish to, provided that You, or Your Users, may not at thesame time Use the Product on more Computers than the number of the available
seats, licenses, service credits, capacity, etc, authorized by Your Subscription as
may be controlled by the License Server or other Protection Mechanism (“Floating
License”), as might be further stipulated in greater details in an Additional
Agreement, the Product download section instructions, the Documentation, or
elsewhere as may deem appropriate for Chaos. If Your Product is restricted for
Use only on a particular Computer (“Fixed License”), as might be clearlystipulated elsewhere in greater details, Chaos may, upon its sole discretion, fromtime to time, temporarily provide a Fixed License with some very limited

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functionalities similar to a Floating License like Use on more than a single
Computer, or authorize one-off migration of the Product to another Computer,provided that You may not at the same time Use the Product on more Computersthan the number of the available seats, licenses, service credits, capacity, etc,
authorized by Your Subscription. Product Use may also be restricted (i) topersonal Use only by a specific User account (referred to as “Personal License”, or
any other successor license designation by Chaos), irrespective of the number ofComputers, provided again that the User may not at the same time Use the Producton more Computers than the number of the available seats, licenses, service
credits, capacity, etc, authorized by the Subscription; or (ii) otherwise; as may be
stipulated elsewhere in greater details;b.

to Access, to load, to execute, on a local Computer or from a distance, to Use theProducts, and to keep it on a Computer storage device where possible according to
the nature of the Product;c.

to create a back-up copy of the Product, if that is needed for the specific Use that
the Product has been acquired for and You keep all copyright notices and othermarks of ownership on each copy, or partial copy, of the Product. The back-up
copy is for Your own Internal Use only and cannot be provided to any third
parties;d.

to benefit commercially from using the Product in the authorized mannerconsidering the restrictions contained hereby, in the Subscription terms, or in any
other Additional Agreement by and between the parties hereto;e.

to Use the Product within the scope of Your Subscription or License Type, theDocumentation, and up to the number of purchased Subscriptions, seats, licenses,
service credits, capacity, etc., of the Product. The Product is in Use for theduration that it keeps engaged a Subscription from the License Server or otherProtection Mechanism applied by Chaos ;You acknowledge and agree that Access to and installation of a Product may be disabled by the
License Server or other Protection Mechanism if You Use the Product outside the authorized
Access hereunder, if You tamper with the License Server or other Protection Mechanism or datesetting mechanisms on a Computer or in the Product, if You Use the Products past an applicable
Subscription period or fixed term, or if You undertake certain other actions that affect the
security mode or under other circumstances and that, in any such event, Your Access to the
Product and other data may be affected.
5.

USE RESTRICTIONS

You shall not:i.
Use any non-commercial Product that is procured under a limited license
according to its Subscription, in a production environment;ii.
Use the Products beyond the scope of the license and/or capacity purchased (e.g.,
Use by a number of concurrent Users of the Product that exceed the number of Subscriptions,

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seats, licenses, service credits, etc, acquired. Additional capacity can be added from time to timeupon extra fees);iii.
Modify, translate, adapt, make arrangement or any other alteration of the Product,
or make any reproduction, distribution, communication, display or performance to the public of
the results of such acts, or, generally, create derivative works from the Products, in whole or in
part;
iv.
disassemble, decompile, reverse compile, reverse engineer or otherwise attempt toderive the source code, methodology, analysis, or results of the Products, in whole or in part,
including but not limited to, for the purpose of developing, either personally or via third parties, a
new product with the same or similar main functionality as the Product, unless expressly
permitted by the mandatory rules of the applicable law despite this prohibition;v.
Remove, modify, or conceal any product identification, copyright, proprietary or
intellectual property notices or other such marks on or within the Product;vi.
Provide Access to or otherwise make the Products or the functionality of the
Products available to any third party through any means, including without limitation, by
uploading the Product to a network or file-sharing service or through any hosting, managed
services provider, service bureau or other type of service, unless specifically agreed otherwise ina separate agreement with Chaos. Even in case of such separate agreement, You may not Use theProduct by way of Metered Access Service, unless administered by a Chaos certified provider ofMetered Access Service. “Metered Access Service” shall mean making the Product available toend users for on-demand metered Use under a Subscription granted hereby by Chaos. You may
not exceed the limit of on-demand metered Use acquired under the Metered Access Service;
vii.
Transfer, sublicense, or assign your rights under this Agreement to any otherperson or entity, except for Affiliates, unless expressly authorized by Chaos in writing;viii.
Sell, resell, sublicense, assign, or otherwise transfer the Products or any rights orinterests in the Products to any third party except in accordance with the express terms herein.
Products purchased from unauthorized resellers or other unauthorized entities shall be subject to
the Chaos license compliance and license transfer procedure;ix.
Use a Product with a Fixed License, whether physical or virtual, on another
Computer, unless expressly authorized by Chaos in writing;x.
Duplicate, make copies of, or otherwise reproduce the Product, its methodology,
analysis, or results, unless specifically permitted in accordance with Documentation or for the
specific purpose of making a reasonable number of archival or backup copies, and provided inboth cases that You reproduce in the copies the copyright and other proprietary notices ormarkings that appear on the original copy of the Product as delivered to You;xi.
Use Your Subscriptions or Product to store or transmit infringing, libelous, orotherwise unlawful or tortious material, or to store or transmit material in violation of third-party
privacy, intellectual property or other rights, or participate in any illegal, deceptive, misleading or
unethical practices and activities, which may be detrimental to Chaos or the Product, including
but not limited to, using the Content to create a Result of pornographic nature. Chaos is not liable

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for any illegal act such as defamation of a third party, distribution or transmission of obscenematerial and other information contrary to public order and decency, etc., and the result of any
breach of this Agreement. You are solely responsible for such actions. You are responsible forusing only legal content, including but not limited to, Digital Rights Management (DRM)protected or DRM-free content on the allowed number of compatible devices that You own orcontrol, within the restrictions provided hereby for the Product. Video and audio Content may
require an HDCP connection;
xii.

Use the Subscriptions in any manner not authorized by the Documentation;xiii.
Interfere with, disrupt the integrity or performance of, or attempt to gain
unauthorized Access to Product, Subscriptions or the License Server or other Protection
Mechanism, their related systems or networks, or any Third Party Materials contained therein;
xiv.
Take any steps to avoid or defeat the purpose of any Protection Mechanism or toAccess or Use the Product in a manner that circumvents or interferes with the operation of theProtection Mechanism; orxv.
Use any of the Product's components, files, modules, audio-visual content, or
related licensed materials separately from the Product.
6.

PREREQUISITES AND REQUIREMENTS

The Product may be authorized by a Protection Mechanism, including but not limited to, acompatible License Server (an ancillary license administration software used by the Product, toprevent usage of unlicensed versions or copies).
The Product may contain or be accompanied by collateral products such as third-party software,data or other materials (“Third Party Materials”) that are subject to and provided in accordancewith terms that are in addition to or different from the terms set forth in this Agreement. To theextent any terms of this Agreement conflict with any such terms, the latter shall prevail. Suchterms may be included or referenced in or with the Third Party Materials (e.g., in the “Aboutbox” or elsewhere) or a web page specified by Chaos (the URL for which may be obtained on
Websites or on request to an Chaos representative), where the requirements and supported
versions of the Third Party Materials may be found in the Documentation. You agree to comply
with such terms. In addition, You will take sole responsibility for obtaining and complying withany licenses that may be necessary to use Third Party Materials that You Use or obtains for Usein conjunction with a Product. You acknowledge and agree that Chaos has no responsibility for,and makes no representations or warranties regarding, such Third Party Materials or Your Use ofsuch Third Party Materials
Internet access may be needed at all times, and creation or login to an account may be needed to
Use all aspects of the Product.
You are solely responsible for arranging and paying any cost for the Use of the proper Third
Party Materials, internet or other network access, equipment, software, services and otherresources required for You to Access and/or Use a Product, including, without limitation,
hardware and software prerequisites such as proper Compute and operating system, license,
service provider or otherwise fees, telecommunications fees, and the costs of any equipment andVersion: M ay 1, 2023

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third-party software (including, without limitation, encryption and other security technology).
Chaos may not be held responsible for the support of Your Access and will not be responsible
for the reliability, security or performance of any Access.
Products may not be available in all countries or locations now or in the future. These terms do
not change any restrictions applicable to Your Use of any other products and offerings of Chaos
provided under separate terms and conditions not part of this Agreement.
7.

SERVICE LEVEL AGREEMENT, UPTIME AND AVAILABILITY

Chaos will make the Service available to You and Your Users consistent with the manner inwhich Chaos makes the Services generally available to other End Users of the Service.
Chaos may provide support services via email, phone lines, or otherwise, during regular businesshours and will endeavor in good faith to respond to customer support inquiries within two (2)business days, provided that both conditions are met: You and Your Users are using the mostcurrent updates of the affected Product, and are not running a beta version, of the affected
Product.
Any service level agreement(s), if any, which may be available in connection with a Product willbe Additional Agreements and the credits (if any) set forth in any such will be Your sole andexclusive remedy for Chaos’s failure to meet the identified service levels. Not all Products will
have service level agreement(s). Chaos does not make any representations or guarantees related
to uptime or availability of any offering, except as specifically identified in the applicable service
level agreement(s), if any.
If there are any updates or upgrades to the Product, Chaos may provide the updated Product toYou. Certain new functions, or functions of the Product that have previously been provided toYou, may not be available depending on Your update status.
If Chaos or a Reseller provides You with an upgraded or updated version of a Subscription or
Product, previously provided to You under this Agreement, upon Chaos sole discretion You may
lose the previous version(s). Upon an upgraded or updated version availability, Chaos may, upon
its sole discretion, stop any support for previous version(s).
8.

REMOTE ACCESS AND DELIVERY

Chaos will deliver the Product electronically by giving You remote Access, whilst You have toregister an Account, Access, download and install the Product from an official website of Chaos
does not warrant the authenticity and does not warrant Products acquired elsewhere.
In order to receive a Product license authorization key, You may have to generate a provisional
code from the Computer where the Access to License Server is installed, following the
instructions in the furnished Documentation and to provide that provisional code to Chaos. Chaos
may further provide the respective Software License authorization key.
Subscriptions and/or Products can be provided on various pricing levels such as Beginner,
Advanced, Professional, Solo, Premium, Enterprise, Copper, Silver, Gold, Platinum, and anyother as may be designated from time to time by Chaos .
9.

OWNERSHIP

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Chaos and its respective suppliers retain all rights to intellectual and intangible property relating
to the Product, the Third Party Materials, and the Confidential Information, including but notlimited to copyrights, patents, trade secret rights, and trademarks and any other intellectual
property rights therein unless otherwise indicated. You are granted only such rights as expressly
described in the various terms and conditions accepted hereby either directly or by reference, andYou have no other rights, implied or otherwise. You acknowledge and agree that possession,
installation, or use of the Product does not transfer to You any title to Chaos’s intellectual
property. You shall not delete or alter the copyright, trademark, or other proprietary rights notices
or markings that appear on the Product. To the extent you provide any suggestions or comments
related to the Products, Chaos shall have the right to retain and use any such suggestions orcomments in current or future products or subscriptions, without your approval or compensation
to You.
10.

CONFIDENTIALITY

Confidential Information. Chaos and You acknowledge and agree that during the Term of or in
relation with this Agreement either party (the “Disclosing Party“) may disclose to the other party(the “Recipient“) certain business and/or technical information of a confidential and proprietarynature. “Confidential Information“ means any proprietary information, trade secret(organization, structure, object or source code of the Product, etc. any API, SDKs, libraries,
reference, sample code etc.) or other non-public information, clearly designated as Confidential,
Privileged or which by its essence or the surrounding circumstances may be considered as
Confidential, that Disclosing Party delivers or communicates to the Recipient or to which the
Recipient otherwise gains access to under this Agreement. Confidential information may be used
only internally and only in conjunction with and for Recipient's own authorized Internal Use,
including but not limited to, the performance of obligations hereunder. Recipient shall maintainthe confidentiality of the Disclosing Party's Confidential Information and may not disclose,
distribute or otherwise provide it to third parties throughout the term of Your Product license,
except in cases where such information is required by applicable law or court order and a prompt
advance notice to Disclosing party has been sent to enable the latter to seek a protective order orotherwise prevent such disclosure.
Feedback. Each party may from time to time provide suggestions, comments or other feedback(“Feedback“) to the other party with respect to Confidential Information provided by such otherparty and/or the other party’s products or services. Both parties agree that all Feedback is and will
be given entirely voluntarily. Neither party shall provide any Feedback that is subject to license
terms that seek to require any of the other party’s products, technology, service or documentation
incorporating or derived from such Feedback, or any of the other party’s intellectual property to
be licensed or otherwise shared with any third party. Furthermore, except as otherwise provided
herein or in a separate subsequent written agreement between the parties, the receiver ofFeedback will be free to use, disclose, reproduce, license or otherwise distribute, and exploit the
Feedback provided to it as it sees fit, entirely without obligation or restriction of any kind on
account of intellectual property rights or otherwise.
11.

DATA PRIVACY

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You acknowledge and agree that You may provide, and Chaos and its Partners may obtain,
certain information and data with respect to You (including, without limitation, personal data)
and Your business in connection with this Agreement, including but not limited to, informationand data provided to or obtained by Chaos and Partners, related to ordering, registration,
activation, updating, validating entitlement to, auditing, monitoring Installation of and Access to
Products and/or managing the relationship with You. You hereby acknowledge that you haveread and been familiarized with Chaos’ data privacy and data protection policies, as such policies
may be updated from time to time, located at https://enscape3d.com/privacy/ or any othersuccessor site designated by Chaos.
Please note that Your personal information may be collected and processed in order to detect,prevent, or otherwise address non-valid use such as through fraud and software piracy (e.g., toconfirm that software is genuine and properly licensed) and to protect You, Chaos, and/or third
parties in furtherance of our legitimate interests. Using non-valid software is an act of copyright
infringement, which may result in both civil and criminal penalties. Further, this Agreement
requires all customers to use the Product in compliance with all applicable laws and further
prohibits any act of unauthorized use, access or reproduction. Chaos works with third party
service providers to investigate the sale and use of non-valid software and in case of suspicions ofsoftware privacy Chaos may share personal data of suspected individuals to those third parties
provided all applicable legislative requirements are followed. Chaos reserves all rights to takeactions against unauthorized resellers of the Product on popular marketplaces and e-commercesites, as well as to investigate anonymous reports of suspicious resellers and users of non-valid
Product and software.
12.

LIMITED WARRANTY

Chaos warrants that, as of the date on which the Product is delivered to You and for ninety (90)days thereafter or if the Subscription term is shorter, such shorter period (“Warranty Period”),
the Product will provide the general features and functions described in the Documentation.
Chaos’s and its Affiliates’ entire liability and Your exclusive remedy during the Warranty Period(“Limited Warranty”) will be, with the exception of any statutory warranty or remedy thatcannot be excluded or limited under law, at Chaos’s option, (i) to attempt to correct or workaround errors, if any, or (ii) to refund the fees, if any, paid by You and terminate this Agreement
or the license specific to such Product. Such refund is subject to the return, during the Warranty
Period, of the Chaos applicable policy further information of which may be received from Your
Chaos Representative. THE LIMITED WARRANTY SET FORTH IN THIS SECTION GIVESYOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE ADDITIONAL LEGAL RIGHTSUNDER LAW WHICH VARY FROM JURISDICTION TO JURISDICTION. CHAOS DOESNOT SEEK TO LIMIT YOUR WARRANTY RIGHTS TO ANY EXTENT NOT PERMITTEDBY LAW. THIS LIMITED WARRANTY DOES NOT APPLY TO OFFERINGS NOT PARTOF THE PRODUCT, WHICHCHAOS OR ITS AFFILIATES, AT THEIR SOLE DISCRETION,
MAY PROVIDE FROM TIME TO TIME, AND WHICH ARE MADE AVAILABLE ON AN“AS-IS” BASIS WITHOUT ANY WARRANTY OF ANY KIND INCLUDING, NOT
LIMITED TO PRE-RELEASED SOFTWARE, UNSTABLE VERSIONS, BETA, TRIAL,EVALUATION, OR NOT-FOR-RESALE COPIES, ANY OFFERINGS MADE AVAILABLE
BY CHAOS OR ITS AFFILIATES FOR FREE. THIS LIMITED WARRANTY IS VOID IF

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FAILURE IN PERFORMANCE OR DEFECT OF THE PRODUCT RESULTED FROM YOURNEGLIGENCE, ABUSE, MISUSE, AMENDMENT OR ATTEMPTED AMENDMENT OF
THE PRODUCT FROM THIRD PARTY OTHER THAN CHAOS OR ITS AFFILIATES,ACCIDENT, IMPROPER OR UNAUTHORIZED USE OF THE PRODUCT OR MATERIALBREACH OF THIS AGREEMENT. ALL WARRANTY CLAIMS MUST BE MADE WITHIN
THE WARRANTY PERIOD TO THE RESELLER FROM WHICH YOU ACQUIRED THE
PRODUCT OR TO CHAOS, ALONG WITH PROOF OF ACQUISITION.
13.

DISCLAIMER

THE FOREGOING EXPRESS LIMITED WARRANTY IS IN LIEU OF, AND YOU
ACKNOWLEDGE AND AGREE THAT CHAOS AND ITS AFFILIATES DISCLAIM TO
THE MAXIMUM EXTENT PERMITTED BY LAW, ALL OTHER WARRANTIES, TERMS,
REPRESENTATIONS, OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED(WHETHER BY STATUTE, LAW, CUSTOM, USAGE OR OTHERWISE) INCLUDING,WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, SECURITY OR NONINFRINGEMENT. THE
FOREGOING LIMITED WARRANTY IS FURTHER NOT ENLARGED OR OTHERWISE
AFFECTED BY CHAOS OR ITS AFFILIATES RENDERING OR ANY SUPPORTSERVICES OR TECHNICAL OR OTHER ADVICE OR COMMUNICATION IN
CONNECTION WITH THE PRODUCT OR ITS USE. WITHOUT LIMITING THE
FOREGOING DISCLAIMER, CHAOS AND ITS AFFILIATES DO NOT WARRANT THATPRODUCT WILL MEET YOURS EXPECTATIONS, THAT THE PERFORMANCE OR
OUTPUT OF THE PRODUCT WILL BE UNINTERRUPTED, ERROR-FREE, ACCURATE,RELIABLE, OR COMPLETE NOR THAT DEFECTS OR FAULTS WILL BE CORRECTED.
THE PRODUCT IS NOT A SUBSTITUTE FOR PROFESSIONAL JUDGMENT OR
INDEPENDENT TESTING OF PHYSICAL PROTOTYPES FOR PRODUCT STRESS,SAFETY AND UTILITY. NOTHING IN THE FOREGOING RESTRICTS THE EFFECT OF
WARRANTIES OR CONDITIONS WHICH MAY BE IMPLIED BY LAW WHICH CANNOT
BE EXCLUDED, RESTRICTED OR MODIFIED BY A CONTRACTUAL RESTRICTION.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN ANY TERMS
AND CONDITIONS AGREED TO HEREBY, EITHER DIRECTLY OR BY REFERENCE,CHAOS AND ITS AFFILIATES DO NOT WARRANT UNINTERRUPTED OR ERRORFREE OPERATION OF THE PRODUCT, AND THAT CHAOS OR ITS AFFILIATES WILL
CORRECT ALL DEFECTS. THE USE OF THE PRODUCT IS AT USER'S SOLE RISK.
UNLESS CHAOS OR ITS AFFILIATES SPECIFY OTHERWISE, CHAOS AND ITS
AFFILIATES PROVIDE THIRD PARTY PRODUCTS WITHOUT WARRANTIES OF ANY
KIND. HOWEVER, THEIR RESPECTIVE MANUFACTURERS, DEVELOPERS,SUPPLIERS, OR PUBLISHERS MAY PROVIDE THEIR OWN WARRANTIES.
SPECIFIC DISCLAIMER APPLICABLE ONLY TO LICENSE TYPES SUCH AS
TRIAL, BETA, NFR, DEMO, LABS OR PRE-RELEASE, OR MADE AVAILABLE AS“FREE” IN OTHER TESTING MODE, OR WITHOUT REQUIREMENT OFPAYMENT, ETC., FOR WHICH THE LIMITED WARRANTY AND THE DISCLAIMER IN
THE PREVIOUS SECTIONS DO NOT APPLY: IT IS UNDERSTOOD THAT THE
PRODUCT, AND ANY UPDATES MAY CONTAIN ERRORS AND ARE PROVIDED FOR
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LIMITED EVALUATION ONLY. YOU ACKNOWLEDGE AND AGREE THAT THE
PRODUCT, ANY SOFTWARE OR SUPPORT OR OTHER SERVICES ARE MADEAVAILABLE ON AN AS-IS BASIS WITHOUT ANY WARRANTIES OF ANY KIND AND
CHAOS AND ITS AFFILIATES DISCLAIM TO THE MAXIMUM EXTENT PERMITTEDBY LAW, ALL WARRANTIES, TERMS, REPRESENTATIONS, OR CONDITIONS OF ANY
KIND, EXPRESS OR IMPLIED (WHETHER BY STATUTE, LAW, CUSTOM, USAGE OR
OTHERWISE) INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SECURITY OR
NONINFRINGEMENT. CHAOS AND ITS AFFILIATES DO NOT WARRANT THAT THE
PRODUCT WILL MEET YOURS EXPECTATIONS, THAT THE PERFORMANCE OR
OUTPUT OF THE PRODUCT WILL BE UNINTERRUPTED, ERROR-FREE, ACCURATE,RELIABLE, OR COMPLETE NOR THAT DEFECTS OR FAULTS WILL BE CORRECTED.
THE PRODUCT IS NOT A SUBSTITUTE FOR PROFESSIONAL JUDGMENT OR
INDEPENDENT TESTING OF PHYSICAL PROTOTYPES FOR PRODUCT STRESS,SAFETY AND UTILITY. NOTHING IN THE FOREGOING RESTRICTS THE EFFECT OF
WARRANTIES OR CONDITIONS WHICH MAY BE IMPLIED BY LAW WHICH CANNOT
BE EXCLUDED, RESTRICTED OR MODIFIED BY A CONTRACTUAL RESTRICTION.
14.

LIMITATIONS OF LIABILITYIN NO EVENT WILL CHAOS OR ANY ITS AFFILIATE OR ITS LICENSORS BE LIABLE(DIRECTLY OR INDIRECTLY) TO YOU OR ANY OTHER THIRD PARTY FOR ANY
LOSS, DAMAGES, CLAIMS, OR COSTS WHATSOEVER INCLUDING, NOT LIMITED TOANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE DAMAGES ORDAMAGES FROM BUSINESS INTERRUPTION, LOSS OF PROFITS, REVENUE,
BUSINESS OR DATA, EVEN IF CHAOS OR ANY OF ITS AFFILIATES HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS, OR COSTS. YOU
ACKNOWLEDGE AND AGREE THAT IN ANY EVENT THE AGGREGATE LIABILITY
OF CHAOS AND ITS AFFILIATES AND ITS LICENSORS ARISING OUT OF OR IN
CONNECTION TO THIS AGREEMENT AND ANY PRODUCT WILL BE LIMITED,EXCEPT FOR REMEDIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER LAW,
TO THE AMOUNT PAID, IF ANY, BY YOU FOR SUCH PRODUCT, EVEN IF THATAMOUNT MAY BE SUBSTANTIALLY DISPROPORTIONATE TO THE REMEDY
CLAIMED.
This Agreement will be governed by and construed in accordance with the laws of (a) Germany if
You acquired the Subscription for a Product in a country outside the United States of America; or(b) the State of New York, USA, (and, to the extent controlling, the federal laws of the UnitedStates) if Your Territory is the USA. The laws of such jurisdictions shall govern without
reference to the conflicts-of- laws rules thereof. The UN Convention on Contracts for theInternational Sale of Goods and the Uniform Computer Information Transaction Act shall not
apply to (and are excluded from the laws governing) this Agreement. In addition, each party
agrees that any claim, action or dispute arising under or relating to this Agreement will be
brought exclusively in (and the parties will be subject to the exclusive jurisdiction of): (i) the
courts of general jurisdiction of New York, New York, USA, in the case of subsection (b) above,or (ii) in the case of subsection (a) above any such claim or dispute will be brought exclusively in

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(and the parties will be subject to the exclusive jurisdiction of) the district court of Karlsruhe,
Germany (Landgericht Karlsruhe). Chaos may also choose the competent court at Your (i)residence, (ii) place of business or (iii) registered office for any action arising hereunder. The
right of either Party to claim injunctive relief before the courts competent under the applicablelaws remains unaffected. Nothing in the foregoing will prevent Chaos or its Affiliates frombringing an action for infringement of intellectual property rights in any country where such
infringement is alleged to occur. The prevailing party in any action to enforce this Agreement
will be entitled to fully recover its attorneys’ fees and costs in connection with such action.
15.

SURVIVAL

Sections concerning USE RESTRICTIONS, CONFIDENTIALITY, OWNERSHIP, PRIVACY,
LIMITED WARRANTY, DISCLAIMER, LIMITATIONS OF LIABILITY, and OTHERPROVISIONS will survive the termination of this Agreement, howsoever caused, and this will
not imply or create any continued right for You to use the Product or any part of the Product aftertermination of this Agreement.
16.

TERM

This Agreement shall run for the agreed term. You can choose between a One-Month
Subscription, One-Year Subscription or Three-Year Subscription. The term starts upon thisAgreement’s effective date and ends (i) in case of the One-Month Subscription, with the end of
the day before the day with the same number as the effective date in the following month; if suchday does not exist in the following month, with the end of the last day of the following month, (ii)in case of the One-Year Subscription, with the end of the day before the day with the same
number of the same month in the following year, and (iii) in case of the Three-Year Subscription,with the end of the day before the day with the same number of the same month in the third year
following the effective date.
17.

RENEWALS

After each applicable term, and subject to Chaos’s right to a Price Change, this Agreement shall
automatically renew for another Subscription term equivalent in time to the initial Subscription
term, unless terminated by a party pursuant to this Section.
In addition, additional or special terms governing renewals of certain License Types may befurther specified in Exhibit A hereto.
18.

TERMINATION. MODIFICATION

Right of Return: PROVIDED THAT THIS IS NOT IN CONFLICT WITH THE NATURE OF
THE PRODUCT OR OTHERWISE AVAILABLE FOR EXCLUSION FROM THE SCOPE OF
MANDATORY PRODUCT WITHDRAWALS AND RENEWALS BY THE APPLICABLE
LAW, YOU MAY, WITHIN FOURTEEN (14) DAYS FROM THE EFFECTIVE DATE OF A
SUBSCRIPTION, RETURN THE PRODUCT TO CHAOS OR ITS AUTHORIZEDRESELLER FROM WHICH THE PRODUCT WAS ACQUIRED, FOR A REFUND NOT
EXCEEDING THE RELEVANT LICENSE FEE PAID, IF ANY.
Termination for Cause: Either party may terminate this Agreement for cause if the other party(a) fails to cure any material breach of the terms of this Agreement within thirty (30) days after

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written notice; (b) ceases operation without a successor; or (c) seeks protection under any
bankruptcy, receivership, trust deed, creditors’ arrangement, composition or comparable
proceeding, or if any such proceeding is instituted against that party (and not dismissed withinsixty (60) days thereafter).
Termination for Convenience: If You agreed upon the One-Month Subscription, each party
shall be entitled to terminate this Agreement with respect to any renewal with two weeks’ noticeprior to the end of the term of the applicable One-Month Subscription. If You agreed upon the
One-Year Subscription or Three-Year Subscription, each party shall be entitled to terminate thisAgreement on an one-month notice prior to the end of the respective term of the applicable OneYear Subscription or Three-Year Subscription.
Consequences of Termination: Upon any expiration or termination of this Agreement, You
must cease using all licensed Products and delete (or at our request, return) all Confidential
Information or other materials of ours in your possession, including on any third-party systems
operated on Your behalf. You will certify such deletion upon our request. You may not haveaccess to Your Data not saved on Your own storage media (and we may delete all of Your Data
unless legally prohibited) after expiration or termination of this Agreement (or its applicable
Subscription term), so You should make sure to export Your Data using the functionality of the
Products during the applicable Subscription term. If we terminate this Agreement based on a
Termination for Cause, you will pay any unpaid fees covering the remainder of the then-current
Subscription term after the effective date of termination. In no event will termination relieve Youof your obligation to pay any fees payable to us for the period prior to the effective date of
termination. Except where an exclusive remedy may be specified in this Agreement, the exercise
by either party of any remedy, including termination, will be without prejudice to any otherremedies it may have under this Agreement, by law or otherwise.
Suspension: Chaos may also terminate any right granted to You under this Agreement and/or
suspend, modify, or delete Your account if it has another valid reason to do so (for example, You
are repeatedly or seriously breaking any limitations imposed by law or contract; ceasing a
Product for economic reasons due to a limited number of Users, etc.) or without reason by giving
You a reasonable prior notice. If Chaos terminates any right granted to You under this Agreement
and/or suspends or deletes Your account, this means that Your access to and right to Use a
Product will be temporarily or permanently revoked.
19.

MODIFICATIONS

Product Modifications: Chaos retain all the rights to make and have implemented, from time totime, any changes, improvements and corrections, it deems necessary upon its own discretion, tothe Product hereunder, as long as such change, improvement or correction does not affect theProducts main function.
Agreement Modifications: From time to time, Chaos may modify, add to, supplement or delete
terms of this Agreement, for instance if there is a change to its Products and Services, to improvesafety or in case of change in applicable laws. If Chaos substantially changes the terms of thisAgreement, Chaos will notify You in advance before the new terms of this Agreement come into
effect and You will be asked to accept those changes to continue to Use the Products or Services,
provided that the acceptance will be deemed given if You continue Using the Product. The
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applicable version of the Agreement will be at all times available on https://enscape3d.com/eula/or any other successor site designated by Chaos, and You accept to check on a regular basis (atleast every two weeks) whether the terms of the Agreement have been updated, as well as eachtime You Use a Product. Together with the notice, we will specify the effective date of themodifications. Unless otherwise indicated with the modifications, any and all such modifications
will take effect at the next renewal of Your Subscription term and will automatically apply as of
the renewal date, unless You elect not to renew. Changes to the terms of this Agreement will not
substantially change the contractual balance between You and Chaos, and will not haveretroactive effect. Notwithstanding the foregoing, in some cases (e.g., to address compliance withlaws, or as necessary for new features) there may be modifications which will mandatorily
become effective during your then-current Subscription term. If the effective date of suchmodifications is during Your then-current Subscription term, and such modification materiallyadversely affects Your Use of the affected Product, then (as Your exclusive remedy) You may
terminate Your affected Subscription upon notice to Us, and We will refund You prorated any
fees you have pre-paid for Use of the affected Products or Services for the terminated portion of
the applicable Subscription term. To exercise this right, You must provide Us with notice of Your
objection and termination within thirty (30) days of Us providing notice of the modifications.
20.

GENERAL PROVISIONS

21.

NOTICESAny notice under this Agreement must be given in writing. We may provide notice to you
through Your account email address, Your account or in-product notifications, by publishing a
notice to all Users to a Product web portal, or elsewhere as may be agreed hereby. You agree thatany electronic communication will satisfy any applicable legal communication requirements,
including that such communications be in writing. Any notice to You will be deemed given upon
the first business day after we send it. You will provide notice to us by post tocontracts@chaos.com, Attn: General Counsel. Your notices to us will be deemed given uponreceipt.
22.

FORCE MAJEURE

Chaos will not be liable for any loss, damage or penalty resulting from delays or failures in
performance resulting from, and shall not be responsible for any cessation, interruption, or delayin the performance of its obligations hereunder due to, earthquake, flood, fire, storm, natural
disaster, act of God, war, terrorism, armed conflict, labor strike, lockout, boycott, availability of
network and telecommunications services or other similar events beyond its reasonable control.
23.

CLASS ACTION WAIVER

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, YOU AND CHAOS
AGREE THAT EACH PARTY MAY BRING DISPUTES AGAINST THE OTHER PARTY
ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A CLASS ACTION, COLLECTIVE
ACTION OR CLASS ARBITRATION, OR AS A PRIVATE ATTORNEY GENERAL. To theextent applicable law does not permit waiver of private attorney general claims, but permits them
to be arbitrated, then such claims shall be resolved by way of arbitration before an arbitration

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court nominated upon mutual consent. The arbitrator(s) shall be empowered to grant whatever
relief would be available in a court under law or in equity.
24.

COMPLIANCE WITH LAWS

You shall comply with all applicable laws in connection with Your activities arising from thisAgreement. You further agree that you will not engage in any illegal activity and you
acknowledge that Chaos reserves the right to notify You or appropriate law enforcement in theevent of such illegal activity.
25.

ASSIGNMENT

You may not assign or transfer this Agreement without our prior written consent. Any attempt by
You to transfer or assign Agreement except as expressly authorized above will be null and void.
We may assign our rights and obligations under this Agreement (in whole or in part) without
your consent. We may also permit our Affiliates, agents and contractors to exercise our rights or
perform our obligations under this Agreement, in which case we will remain responsible for theircompliance with this Agreement. Subject to the foregoing, this Agreement will inure to theparties’ permitted successors and assigns.
26.

EXPORT CONTROLS

You acknowledge and agree that the Product (including any data submitted by You in connection
with a Service and any Result generated by a Service) may be subject to the export control andtrade sanctions laws, rules and regulations of the United States and may be subject to the export
control and trade sanctions laws, rules and regulations of other countries, including but notlimited to countries where You are located or operate (hereinafter jointly referred to as the“Export Controls”). Both parties shall comply with the U.S. Export Administration Regulations,and any other applicable export laws, restrictions, and regulations to ensure that the Product andany technical data related thereto is not exported or re-exported directly or indirectly in violationof or Used for any purposes prohibited by such laws and regulations
You further represent, warrant and covenant that neither You nor Your Affiliates or personnel (i)are a citizen or resident of, or located within, a nation or region that is subject to U.S. trade
sanctions or other significant trade restrictions (including, without limitation, the Crimean
peninsula, Cuba, Iran, Sudan, Syria and North Korea), (ii) are identified on any applicablegovernment restricted party lists (including, without limitation, the U.S. Treasury Department's
Sectoral Sanctions List and List of Specially Designated Nationals and Blocked Persons, the U.S.
Department of Commerce’s Denied Party List, Entity List and Unverified List and the U.S.
Department of State’s proliferation-related lists), (iii) will, unless otherwise authorized under the
Export Controls, Use Products (or Services) in connection with any restricted end use, including,
without limitation, design, analysis, simulation, estimation, testing, or other activities related tonuclear activities, chemical/biological weapons, rocket systems or unmanned air vehicles, or (iv)will Use the Product (or Services) to disclose, transfer, download, export, or re-export, directly or
indirectly, any of Your Results generated by the Product (or Services), Content, third party
content, or any other content or material to any country, entity, or party that is ineligible toreceive such items under the Export Controls or other laws or regulations to which You may besubject to.

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27.

ENTIRE AGREEMENT

This Agreement consists of all the terms and conditions set forth hereby, inclusive of the content
of any Exhibits hereto, and any other terms referred to herein, constitute the entire agreement
between the parties (and merge and supersede any prior or contemporaneous agreements,
discussions, communications, agreements, representations, warranties, advertising or
understandings) with respect to the subject matter hereof. The parties acknowledge that, inentering into this Agreement, they are not relying on any agreements, discussions,communications, agreements, representations, warranties, advertising or understandings otherthan as expressly set forth in this Agreement. The separate terms may be amended separately, andChaos may amend any of them, as well as modify, update, or put to an end the Use of, any
Product, from time to time, with or without notice depending on the type of change, by conveying
an advance notice to You by means of sending an email message to You, publishing a notice on
Websites or Product forum(s), amending the Documentation, enabling a pop-up notice in the
Product, or otherwise. You agree to monitor on a regular basis the established lines ofcommunication in order to be aware of any updates regarding the Products and the Agreement.
Not providing Your disagreement prior to the effective note of a change, in addition to Your
continuing Use of the Product after the effective date of a notice, shall be deemed an agreement
to such a change.
This Agreement shall apply to all Chaos's products, unless otherwise provided for in the specificlicense terms and conditions under which an Offering is made available for customer use, forexample, this Agreement may not apply to certain freeware license type software, or software notdesignated under the description of Product stipulated in the Agreement, which is licensed under
separate terms and conditions.
Unless otherwise stipulated by Chaos , this Agreement shall also apply to any Products:a.

updates and upgrades,b.

supplements, andc.

related Services (if any).

Maintenance and support services are governed by the end user support agreement, which, if any,
will be specified by Chaos, and is hereby incorporated by reference into this Agreement.
By accepting this Agreement you also accept, agree and guarantee that in case You provide to athird person the legitimate possibility to Access or Use the Product or any part of it You shallprocure the said third person's acceptance and agreement with the present Agreement otherwise
such access or usage shall be deemed illegal.
28.

WAIVER; MODIFICATION

The failure by either party to enforce any provision of this Agreement will not constitute a waiverof future enforcement of that or any other provision. Unless otherwise stipulated elsewhere in thisAgreement, any waiver 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 thisAgreement 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.

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29.

RECORDSYou shall retain records pertaining to Product Use. You grant to Chaos and its independent
advisors the right to examine such records no more than once in any twelve-month period solely
to verify compliance with this Agreement. In the event such audit reveals non-compliance withthis Agreement, You shall promptly pay the appropriate license fees, plus reasonable audit costs,
as determined by Chaos.
30.
COUNTRY-SPECIFIC TERMS – MEMBER STATES OF THE EUROPEAN
UNION
30.1.

DEFINITIONS“Consumer” means a natural person from the European Union, who is acting outside the scopeof an economic activity (trade, business, craft, liberal profession).
30.2.

LICENSE FEE

If You are a Consumer, Chaos will not apply Price Change mechanisms to You.
30.3.

SERVICE LEVEL AGREEMENT, UPTIME AND AVAILABILITY

If You are a Consumer, Chaos will provide You with updates and/or upgrades necessary tomaintain the conformity of the Product and to inform You from time to time via e-mail or via
Your account. This also concerns security updates and/or upgrades.
30.4.

LIMITED WARRANTY

If You are a Consumer, instead of Section 12, above, only the following shall apply re Limited
Warranty:
If the Product and/or Services by Chaos are defective, Chaos will act in accordance with themandatory statutory provisions for material defects and defects of title. Claims for damages shallbe excluded.
30.5.

DISCLAIMER

If You are a Consumer, the Disclaimer in Section 13, above, shall not apply.
30.6.

LIMITATIONS OF LIABILITY

If You are a Consumer, instead of Section 14, above, only the following shall apply re
Limitations of Liability:
Chaos or its Licensors are liable for intent and gross negligence in accordance with the statutory
provisions.
In case of slight negligence, Chaos or its Licensors shall only be liable in case of violation of an
essential contractual obligation (“Cardinal Obligation”) as well as in case of damages resulting
from injury to life, body or health. Chaos or its Licensors shall only be liable for foreseeabledamages, the occurrence of which must typically be expected.
Chaos or its Licensors shall be liable in accordance with the German Product Liability Act in theevent of product liability.

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Chaos or its Licensors shall be liable for loss of data only up to the amount of typical recovery
costs which would have arisen had proper and regular data backup measures been taken.
Any more extensive liability of Chaos is excluded on the merits.
30.7.

SURVIVAL

If You are a Consumer, the following shall apply re changes, improvements and corrections:
If the changes, improvements and corrections go beyond necessary updates, e.g., upgrades, Chaos
and its Affiliates shall only have such right, if (i) there is a valid reason for change, (ii) You will
not incur any additional costs as a result of the change and (iii) Chaos informs You clearly andunderstandably about the change.
30.8.

RENEWALS

If You are a Consumer, the following shall apply re Renewals:
This Agreement shall automatically renew, regardless of the initial Subscription term, by further
One-Month intervals, unless terminated by a party pursuant to Section 17, above.
30.9.

TERMINATION

If You are a Consumer, you have the right to terminate this Agreement in accordance with
Section 312k of the German Civil Code (“BGB”).
The following cause for termination shall not apply:(c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement,
composition or comparable proceeding, or if any such proceeding is instituted against that party(and not dismissed within sixty (60) days thereafter).
30.10. CHANGES TO THE TERMS OF THIS AGREEMENT
If You are a Consumer, the following shall apply re changes of this Agreement:
Chaos shall notify You of the changes or amendments in text form no later than six weeks before
they take effect. If You agree with the changes or amendments, You shall accept the changes nolater than one week prior to the date on which the changes or amendments are intended to takeeffect. The acceptance must be in text form.
30.11. RECORDS
If You are a Consumer, the following shall apply re Audits:
In the event that Chaos can present a legitimate interest and/or a reasonable initial suspicion of a
copyright infringement, Chaos and/or its independent advisors have the right to conduct an audit,
but no more than once in any twelve-month period solely to verify compliance with thisAgreement. In the event such audit reveals non-compliance with this Agreement, You shallpromptly pay the appropriate license fees, plus reasonable audit costs, as determined by Chaos.
30.12. WITHDRAWAL POLICY / RIGHT OF WITHDRAWAL
Right of Withdrawal
The Right of Withdrawal applies exclusively to Consumers from the European Union.
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You have the right to withdraw from this Agreement within fourteen (14) days without giving
reasons. The withdrawal period is fourteen (14) days from the date of conclusion of thisAgreement.
In order to exercise your right of withdrawal, You must inform us[Name, Address, Tel., E-Mail]of your decision to withdraw from this Agreement by sending us an explicit declaration statingthat You are withdrawing from this Agreement; either by post or by e-mail. You can use theattached withdrawal model form; however, it is not mandatory.
It will suffice to send us your notification of withdrawal within the given withdrawal timeframein order for the 14-day withdrawal timeframe to be granted.
Consequences of Withdrawal
If You withdraw from this Agreement, we are obligated to refund all payments we have received
from You, including shipping costs immediately and within fourteen (14) days at most, effective
the day that we receive your withdrawal.
The payment method which was used to make the transaction will also be used for the
reimbursement, unless we have explicitly agreed to something else. You will not be charged any
fees for the reimbursement.
For Services that have commenced with your consent, before the withdrawal expiration date, You
will have to pay Chaos a proportional amount for the Services provided until your withdrawal.
You can also find this Policy https://enscape3d.com/legal/Withdrawal-Policy.pdf and download
this Policy https://enscape3d.com/legal/Withdrawal-Policy.pdf. You can download the Model
Withdrawal Form https://enscape3d.com/legal/Withdrawal-Policy.pdf. We may also send You acopy of the Policy and the Model Withdrawal Form as soon as the contract has been concluded.
30.13. CLASS ACTION WAIVER
If You are a Consumer, Section 23, above, shall not apply.
30.14. APPLICABLE LAW
The Consumer’s attention is further drawn to Art. 6, Section 2, Sentence 2 of theRome I Regulation.
30.15. INFORMATION REGARDING THE ONLINE DISPUTE RESOLUTION
The European Commission provides a platform for the out-of-court resolution of disputes (ODR
platform), which can be viewed under http://ec.europa.eu/odr.
Chaos is not willing to enter into dispute resolution proceedings before the consumer arbitration
board.

Exhibit A - Special Terms and Conditions

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1.

SPECIAL TERMS AND CONDITIONS FOR COMMERCIAL LICENSE

1.1.
The terms and conditions of this Agreement which are not clearly referred to as applicable
only to specific License Type(s) will apply to all License Types, including but not limited toCommercial License Type.
2.

SPECIAL TERMS AND CONDITIONS FOR TRIAL LICENSE

2.1.
You may download a Trial License version for evaluation and, thereafter, if You liked
the Product, order license under the terms and conditions stipulated above, i.e. You can try the
Product before starting to pay a license fee. Even though a license fee is not paid for the Trial
License, it does not mean that there are no conditions for using the Product under Trial License.
These additional and specific terms contained in this Section “Trial License” will apply wheneverYou choose to Use the Product under Trial License.
2.2.
The Product under Trial License can be either a fully- functional, time-limited version, ora feature-limited version, or a combination of these two types. Detailed description of the Trial
License restrictions might be found hereunder, on a designated Website and/or on theDocumentation, for example Product user-guide, etc.
2.3.
Subject to Your full and continuous compliance with this Agreement and the restrictions
stipulated anywhere in this Agreement, Chaos grants, and You accept, a non-exclusive, nonsublicensable and non-transferable (except if the latter is permitted by applicable law) right andlicense for mere evaluation, non-Commercial Purposes only. You are authorized to install, copy,
and Use the Product for the sole purpose of testing its functionality.
2.4.
The product under this license type is provided free of charge only until it is a trial
license. Continuous Use of the product following expiration of the trial period, or any attempt to
Use the Product following expiration of the trial period, are allowed only after payment in full of
the attributable license fees. The specifics of the trial license exclude any refund request(s)concerning any linked license or otherwise referred license purchased for the purpose of Using it
together with the Product, or Products which are immediately consumed by a single Use. Interalia, if a trial license is a time-limited, fully- functional version, allowing You to see and test all
the features, Your refund request will be declined if based on trial license claims concerningabsence of certain feature(s) or if any feature doesn't work as You expected it to work. All otherrefund cases, if any, are regulated by Chaos warranty and limitation of liability policy.
2.5.

You may not, in addition to any other restrictions contained elsewhere:a.

Use the Product without payment of the attributable license fees after expiration of
the Trial License.

b.

benefit commercially from using the Product in the authorized manner.

2.6.
The Trial License may be limited with a term and will be effective until terminated or
You choose to Use the Product under the standard terms and conditions for the Product, in returnfor a license fee, stipulated in the other sections of this Agreement, whichever occurs earlier.
2.7.
You may terminate the Agreement at any time by returning and/or destroying the Product,
related documentation and all copies thereof.

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2.8.
Chaos may terminate the Agreement at any time. The Agreement will terminate
immediately without notice from Chaos if You fail to comply with any provision of theAgreement.
2.9.
Upon the termination of the Agreement for whatsoever reason, You will cease all Use of
the Product and destroy all copies, full or partial, of the Product.
2.10. Unless at the end of the Trial Period Chaos decides to extend the Trial Period or You
elect to be licensed the Product in return for applicable fee, You accept to immediately stop
Using the Product and return and/or destroy the Product, related Documentation and all copies
thereof. If You retain the Product after the end of the Trial Period, Chaos will consider that You
chose to be licensed the Product in return for an applicable fee, under the terms and conditions of
the standard Agreement for this Product. Payment of the applicable fees is due as from the day
immediately following the end of the Trial Period, as instructed in details in the relevant
invoice(s).
2.11. Sections (LIMITATIONS/RESTRICTIONS) (CONFIDENTIALITY AND NON DISCLOSURE) (OWNERSHIP), (PRIVACY), (LIMITED WARRANTY), (DISCLAIMER),(LIMITATIONS OF LIABILITY) (OTHER PROVISIONS) will survive the termination of thisAgreement, howsoever caused, and this will not imply or create any continued right for You to
Use the Product or any part of the Product after termination of this Agreement.
3.

SPECIAL TERMS AND CONDITIONS FOR BETA (OR PREVIEW) LICENSE

3.1.
Whenever You are provided a Beta License Type for a Product, You acknowledge,
understand, recognize and agree that the Product, and any of its updates may contain errors, AND
ARE PROVIDED TO YOU FOR LIMITED EVALUATION PURPOSES ONLY.
3.2.
Under this License Type You may not Use the Product or Licensee's Works forcommercial purposes, unless a specific agreement with Chaos is reached on that. The specificagreement may be replaced by a relevant statement stipulated on the beta section of the Product“Commercial Purposes” means, not limited to,: sell, charge, accept payment in any form or othercompensation for the Use of the Product, if at all allowed to You under separate special terms andconditions, Licensee's Works, or parts thereof, produced with the Product.
3.3.
You are provided a Beta License for a Product whenever You are using offerings
identified as “Beta”, “Alpha”, “Labs” or “Pre-Release” or made available as “free” in othertesting mode, or without requirement of payment for any other of Chaos’s product (“Free
Products”, in the meaning of products provided without obligation for payment or any additional
consideration, other than receiving Feedback, or other valuable consideration which tangible
value may not be easy to estimate), may be subject to additional terms and conditions that appear
in connection with Your Use of the free Products and are incorporated into these Terms byreference. For example, when You are offered Beta Products License Type:a.

You are entitled to participation based on Your commitment to participate and test
the Product, where lack of sufficient participation is a good and sufficient cause
for Chaos to remove You from the Beta target group and Your access and Use of
the Product;

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b.

Generally, You may Use Product solely for Your internal, non-productive
business purposes, and solely: (a) to evaluate the technical and commercial
viability of the Product; (b) to evaluate the reliability and functionality of the
Product in a working environment; (c) to determine whether the features of the
Product perform as designed and are useful; (d) to determine whether the Productwill work for its intended purpose; and (e) to create and provide to Chaos
voluntary suggestions and technical feedback regarding the Product, including
suggestions regarding viability and functionality of the Product. If You submit
feedback or suggestions about the Product, Chaos may use Your feedback orsuggestions without obligation to You

3.4.
You may report to Chaos for any and all functional flaws, errors, anomalies, bugs andother problems directly or indirectly associated with the Product known to or discovered by you.
You agree that the contents of such reports to Chaos , provided either in written or oral form, andany other materials, information, ideas, concepts, suggestions, improvements, know-how and thelike or, upon additional assignment by Chaos , certain media and press release instruments(“Feedback”), provided by You (including corrections to problems in the Product anddocumentation) become property of Chaos. You agree to assign, and hereby assign, all right, title,
and interest worldwide in the Feedback and the related intellectual property rights to Chaos, andagree to assist Chaos, at Chaos's expense, in perfecting and enforcing such rights. Chaos may
disclose or use Feedback for any and all business purposes whatsoever without any obligation toyou. Under no circumstances will Chaos become liable for any payment to you for any Feedback
that you have provided, whether concerning the Product or otherwise, no matter how such
Feedback is used or exploited by Chaos . Regardless anything to the contrary, Feedback means
any suggestions, feedback, improvement requests or other recommendations You or Your Users
provide, relating to the Product. Chaos will have (and You grant) a royalty-free, worldwide,
irrevocable, perpetual license to use and incorporate any Feedback. Under no circumstances shallFeedback be considered Confidential Information.
3.5.
You acknowledge and agree that possession, installation, Use of the Product or Feedback
submission does not transfer to You any title to Chaos’s intellectual property. Chaos and its
licensors own and retain title to and ownership of, and all other rights with respect to, theProduct, the Collateral Products, the Confidential Information, Feedback and all copies thereof,
including, without limitation, any related copyrights, trademarks, trade secrets, patents, and otherintellectual property rights.
3.6.
Product under Beta License is always provided as Confidential Information, regardless ofwhether this is clearly indicated or otherwise marked with unambiguous restrictive legend, except
in cases where Chaos has clearly addressed to the public that a specific Beta License Product is
not confidential and particular information as regards this very Product may be divulged to the
public or selected groups thereof.
4.

SPECIAL TERMS AND CONDITIONS FOR NFR LICENSE

4.1.
Whenever You are provided a NFR License Type for a Product, You acknowledge,
understand, recognize and agree that it is a designation for the Product that gives You right only

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for testing and demonstration purposes, with the understanding that you will not resell the
Product.
4.2.
NFR ensures You complete, promotional copies of the Product, generally not eligible for
upgrades when they become available, and will not include technical support, whenever offeredby Chaos , unless otherwise clearly stated by Chaos in the relevant Product section.
4.3.
Product marked with NFR legend are not licensed for resale, and so no license for general
Use is granted.
5.
SPECIAL TERMS AND CONDITIONS FOR EDUCATIONAL/ ACADEMIC
LICENSE
5.1.
Whenever You are provided an Educational, also referred to as Academic, License Typefor a Product, You acknowledge, understand, recognize and agree that it is a License limited toYour educational purposes, and is only available for licensees that are academic or educational
institutions or individuals that are students or educators.
5.2.
Academic or educational institutions are defined as those dedicated to education,
including public and private universities, colleges, junior colleges, elementary, middle, highschools, and technical schools which are accredited by a state or other appropriate governmental
agency or organization.
5.3.
Student/ educator is a person who can confirm enrollment/ employment at a degreegranting educational institution.
5.4.
Chaos may decide not to charge a full license fee and this will be clearly indicated in therelevant Product section.
6.

SPECIAL TERMS AND CONDITIONS FOR RENDERFARM LICENSE

6.1.
Whenever You are provided a license for Use of the Product for commercial renderfarm
services, an additional agreement supplementing and amending the present Agreement will besigned with You.
7.
SPECIAL TERMS AND CONDITIONS FOR APPSDK FOR INTERNAL USAGE
AND DEVELOPMENT
7.1.
Whenever You are provided a V-Ray Application Software Development Kit (“V-Ray
Application SDK”) license for Use of the Product, these additional conditions and limitations
apply to You – the Licensee.
8.

DEFINITIONS:
8.1.1

V-Ray Application SDK, hereinafter referred as the “SDK”, consists of:▪

V-Ray Render Engine (major version, as may be further specified by Chaos ),which means Chaos’s proprietary rendering software core in a binary code
format.

▪

V-Ray Application SDK API, which means programming interface that allows
You, directly or through Licensee's Works, to programmatically access certain
V-Ray Render Engine features and functions;

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▪

V-Ray Application SDK API Reference Guides, containing “Sample Code”;▪

any other accompanying software, plug-ins and any updates or upgrades to therendering software that You may install from time to time;▪

any associated files, documentation and materials, including but not limited to
installation files, Sample code, binary executable files, library files,
configuration files and documentation files.

8.1.2 For the purposes of this section “Licensee's Works” means software, software
applications, software modules, products, projects, services, solutions or other applications, You
create through utilizing the SDK.
8.1.3 “Content” means Licensee's or a Third Party's text, pictures, data, or otherinformation which are: (i) submitted to, stored, retrievedor processed by the SDK operating with Licensee's Works, (ii) obtained, developed or producedby the Product operating with Licensee's Works, including but not limited to rendered images.
Content is neither part of the SDK, nor of Licensee's Works.
8.1.4“Sample Code” means sample code examples in source code format.

8.2.

GRANT OF LICENSE

9.

INTERNAL USAGE AND DEVELOPMENT:

Subject to and conditioned to Your continuous compliance with this Agreement and payment of
the applicable fees for the Product, if any, Chaos grants You non-exclusive, Internal Use, nonsublicensable, non-transferable (except if permitted by applicable law), revocable right andlicense to access the SDK, or any part of it, for development, research and other internal purposes
only, to:10.

a.

Use the SDK or any part of it “AS IS”; and/orb.

create Licensee's Works; and/orc.

link to Licensee's Works and/or any other software, software applications,products, projects, services, solutions of Yours; and/ord.

make copies of the SDK only as necessary to perform an activity permitted under
this Agreement and You keep all copyright notices and other marks of ownershipon each copy, or partial copy, of the SDK. Any copies or partial copies of the SDK
are for Your Internal Use only and cannot be provided to any third parties. You
agree to delete all copies of the SDK when they are no longer required for the
purpose they were created for. You may not Use the SDK or Licensee's Works forcommercial purposes, unless a specific agreement with Chaos is reached on that.
“Commercial Purposes” means, not limited to: sell, charge, accept payment in any
form or other compensation for the usage of the SDK, Licensee's Works or any
parts thereof produced with the SDK.

SDK REQUIREMENTS AND ADDITIONAL LIMITATIONS:
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11.

c.

V-Ray Application SDK license. One V-Ray Application SDK license entitles
You to one installation of the SDK on one Computer. The term of the V-Ray
Application SDK license is specified as designated by Chaos . You may request
renewal of the term, however Chaos keeps the right to refuse such renewal. In casethe renewal is confirmed by Chaos, the term of the license is deemed
automatically extended for an additional period, as instructed by Chaos, under theterms and conditions of this Agreement.

d.

Universal Render Node license. One Universal Render Node license entitles You
to Use one running copy of V-Ray Render Engine for rendering at any one time.
The terms and conditions for Universal Render Node license may be arranged in a
separate agreement with Chaos .

NUMBER OF LICENSES

Your number of licenses is specified by Chaos, where usually one Product license entitles You to
one SDK license. Additional licenses can be acquired from time to time under the terms andconditions of the relevant license agreement governing the licenses acquisition. You
acknowledge that Chaos is currently developing or may develop technologies and products in the
future that have or may have design and/or functionality similar to products that You may
develop based on the V-Ray Application SDK license herein. Nothing in this Agreement shall
impair, limit or curtail Chaos’ right to continue with its development, maintenance and/or
distribution of Chaos’ technology or products. You agree not to assert in any way any patent
owned by You arising out of or in connection with the SDK and/or the Product, or modifications
made thereto, against Chaos, its subsidiaries or Affiliates, or their customers, direct or indirect,
agents and contractors for the manufacture, use, import, licensing, offer for sale or sale of any
Chaos’ or its Affiliates’ products.
12.
SPECIAL TERMS AND CONDITIONS FOR PLE (Personal Learning Edition)
LICENSE12.1 If the Product You choose to be licensed for is a Personal Learning Edition License Type(also referred to as the “PLE”), it will require standard Chaos Protection Mechanism.
12.2 PLE License Type may have certain time-limits, limited functionality, territorial limitations,watermarks, stamps, scene visibility blurring, or other possible limitations on the license grants,
Use, productivity and/or support provided (if any such, provided upon Chaos's discretion), as
may be described in greater detail in the Product documentation, user guide(s) or publicannouncement made by, or on behalf of, Chaos in appropriate manner, upon Chaos's discretion,subject to change from time to time. You may Use it only for the purpose of personal or in-house,internal evaluation, skill-building, training and instruction, and for no other purpose whatsoever.
PLE may not be Used for commercial, professional or any possibly available for-profit purposes
including, but not limited to, providing training or instruction to third parties, and renderingfunctionality might be, in whole or in part, unavailable. Cluster rendering, renderfarm bureau
compatibility, and server installations are explicitly prohibited.
12.3 One account entitles You for a single PLE license at a time. Repetitive grant of license
might be available upon compliance with the terms and conditions hereof.

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12.4 Chaos may, from time to time and at its sole discretion, vary any terms and conditions
applicable, or terminate this offering in whole or in part, with or without prior notice to You.
12.5 Until further notice, PLE is available as a pilot project only, may not be available in all
regions across the world, and all the special terms and conditions applicable to Beta Licenses,
shall also apply to PLE.
Version: 20230501============== END OF THE AGREEMENT ==============PRIVACY POLICY
Effective date: 5 May 2022
1.
1. Introduction
Enscape GmbH (“Enscape”, “us”, “we”, or “our”), based at An der Raumfabrik 33b,
76227 Karlsruhe, Germany, operates the Enscape website https://enscape3d.com/(“Website”) and provides Enscape’s real-time rendering and virtual reality software(“Product”) (collectively referred to as the “Services”). The protection and security ofyour personal data is important to Enscape. Personal data means data about a living
individual who can be identified from that data (or from that and other information either
in our possession or likely to come into our possession) (“Personal Data”). This Privacy
Policy (“Policy”) tells you how we collect, use, share and protect your Personal Data
which is collected through our Services. If you are one of our partners or resellers, thisPolicy also tells you how we process the Personal Data of our contacts in your company.
If you do not agree with this Policy or any part thereof, you should not access or use any
part of the Services. If you change your mind in the future, you must stop using theServices and you may exercise your rights in relation to your Personal Data as set out inthis Policy.
2.
2. Personal Data Collection and Use
We obtain Personal Data about you from various sources as described below.
Personal Data You Provide to UsAccount Information: when you create an account with us to use the EnscapeCommunity Forum, or otherwise as a customer, we will collect your email address,
username and password, and avatar or photo should you choose to provide one for theForum. We will also collect any content you generate through use of the Forum, such as
your public posts and private messages.
Contact Information and Other Information you Choose to Provide: you havethe ability to provide a variety of information during your interactions with us, such as
through emails or other communications, including when you enquire about our
Services. When you contact us via a contact form, email, or other means, you provide us
with Personal Data, such as your name, contact details and the content of yourcommunications. When you sign up for a webinar, virtual event or free Product trial you

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provide Personal Data such as name, email address, industry, company, job role andphone number.
Support Information: when you request technical support services, we willprocess your Personal Data such as your name and the contact details you use tocontact us, as well as information on the reasons for your support request, and any
additional information you may provide in that context.
Payment Information: when you purchase a subscription to one of our Products
via the Website, you provide us with your email address, name, address and company.
We also collect your credit card information, solely for the purpose of fulfilling yourpayment request. To process these payments we use third party payment
processors. These payment processors process your personal data, including payment
information, in accordance with their own privacy policies. We also collect records ofany transactions you make.

Candidate Information: if you apply for a job via the Website careers portal, youprovide application information including your name, contact details, CV information,references, certificates and job expectations.
Partner and Reseller Data: if you are Enscape’s partner or reseller, we process
the Personal Data of our business contacts at your company, including name, email
address and phone number.
Where applicable, we may indicate whether and why you must provide us with your
Personal Data as well as the consequences of failing to do so. For example, it may benecessary for you to disclose certain Personal Data in order for us to provide theServices to you.
Information Collected via Automated Means
Cookies and Similar Technologies: we collect Personal Data via cookies, pixel
tags, or similar technologies on our Services (collectively referred to as “cookies”),
including for conducting analytics and advertising. For more information on our use of
cookies, please read our Cookie Policy.
Usage and Device Data: when you access and use the Services, we receive andstore information about interactions with our Services, such as settings used,
timestamps showing frequency and duration of use, and statistics. We also collectinformation regarding your device, such as your system environment (including software,
CAD and operating systems, graphics card CPU and memory versions) and device
identifiers.
Information We Receive from Third PartiesPartners and Resellers: if you reach out to one of our resellers or partners about
Enscape Products, our resellers and partners will provide us with your Personal Data toallow us to provide the Products and support to you, including your name, contact
details, and details of your subscription.
Publicly available resources: we collect information from publicly available
resources, such as the names of company directors from companies’ registers.

Other Third Parties: we obtain Personal Data about you from other third parties
for the purposes set out in this Policy, including from references and background checkagencies if you apply for a job with us.

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Social Networking Services: We have “fan pages” on social media sites like
Facebook, Twitter, LinkedIn, Instagram, YouTube (“Social Media Pages”) in order toprovide customers, partners, or other interested parties with up-to-date information
about our company and to get in contact with them. Information that you may provide
through the Social Media Pages is collected by the provider of the relevant social media
platform. The companies that host our Social Media Pages may provide us withaggregate information and analytics regarding the use of our Social Media Pages. We
recommend that you contact the respective platform provider to learn more about theplatform’s use of your Personal Data when visiting Social Media Pages.
3.
3. How and Why we Use Your Personal Data
To the extent we collect Personal Data from you, as described in this Privacy Policy, we
use such information for the purposes, and rely on the legal bases, listed below. Note,that in certain circumstances detailed below, we will process Personal Data on morethan one legal basis depending on the specific purpose for which we are using your
Personal Data.
In some instances, as set out below, we have a legitimate business interest inprocessing your Personal Data. We only rely on legitimate interest as a legal basis whensuch legitimate interests are not overridden by your interests or your fundamental rights
and freedoms and we ensure we comply with any request you make to exercise yourrights.
PurposeLegal Basis
To provide our Services, including to provide the Products and accessresources such as webinars and virtual events, and to operate, maintainand support our Services.

Performance ofcontract; or ourlegitimate interests

To create your account for the Enscape Community Forum, and when
you purchase a Product, and to secure and maintain it.

Performance ofcontract; or ourlegitimate interests

Performance ofTo run the Enscape Community Forum, including allowing you to post contract; ourand share on it, send messages to other individuals, and to provide content legitimate interests; ormoderation.
to comply with ourlegal obligations
To communicate with you, including to notify you about changes to theServices and this Policy, contact you for administrative purposes, toPerformance ofprovide services and information that you request, and to contact you
contract; or ourregarding issues concerning your use of our Services. If you are a reseller legitimate interests
or partner, we will communicate with you to manage our relationship.

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Purpose

Legal Basis

Subject to any consent requirements, to send marketing materials by
email and phone, send alerts about latest developments, newsletters and Consent; or ourblog updates. You will always be provided with an opportunity to opt-out legitimate interestsof receiving such communications.
To provide support including to help us fix any technical issue, including Performance of
where we respond to your questions or respond to your request forcontract; or our
support, maintenance, troubleshooting, or other performance issues.
legitimate interests
For administrative and legal purposes, such as for compliancepurposes, including enforcing our Terms of Service or enforcing or
defending other legal rights, for tax reporting purposes, or as may berequired by applicable laws and regulations or requested by any judicial
process or governmental agency, and to comply with our legal obligations
and internal policies as permitted by law, and to help keep our Services
safe and fair.

To comply with ourlegal obligations; or
our legitimate
interests

For analytics and product development, including by analysing andevaluating your usage of the Services and/or by asking you to participate
Our legitimate
in market research and surveys, so that we can continue to develop, test
interests
and improve our Services to offer new and/or enhanced functionality andfeatures.
To create aggregated or anonymised information, in a form that does
Our legitimate
not allow individuals to be identified, and using the resulting informationinterests
for statistical purposes, including to better understand our customer base.
For personalisation, to customise our Services.

Our legitimate
interests

To advertise our Services, and to measure the effectiveness anddistribution of our advertising campaigns.

Our legitimate
interests

If you apply for a job with us, to assess your suitability for the role, toprepare a contract of employment and for onboarding purposes

To take steps prior toentering into acontract; ourlegitimate interests

If where we are processing your Personal Data to perform our contract with you you do
not provide the Personal Data, we may not be able to conclude or fulfill our contract withyou.

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4.
1.
you:

4. How we Share your Personal Data
In some circumstances we will disclose Personal Data aboutoAffiliates: affiliates and subsidiaries of Enscape may receive your
Personal Data.
oOther Users of the Enscape Community Forum: when you use theEnscape Community Forum your profile, including your username which does not need
to be linked to your real name, and a photo or avatar should you choose to add one, will
be visible to other users of the Forum, as will any messages you choose to post andmessages you like.
oService Providers: we work with third parties to provide services such as
hosting, maintenance and support. These third parties may have access to or process
your Personal Data as part of providing these services to us. For the purposes describedabove we engage providers of website analytics, hosting and cloud computing services
and other IT services, moderation services, consultancy services, regulatory services,
legal services, event software providers, customer support services, advertising services
and payment processing services in addition to other administrative services. Where
you apply for a job with us, we use a providers of an HR portal.
oAdvisors: we work with various advisors, including tax consultants andlegal advisors, with whom we may share your Personal Data.
oResellers and Partners: we may share Personal Data such as name andcontact details with our resellers and partners, including for the purposes of marketing,sales and the provision of the Product.
oLegal: information about our users, including Personal Data, will be
disclosed to law enforcement agencies, regulatory bodies, public authorities or pursuant
to the exercise of legal proceedings if we are legally required to do so, or if we believe,in good faith, that such disclosure is necessary to comply with a legal obligation orrequest, to enforce our terms and conditions, to prevent or resolve security or technicalissues, or to protect the rights, property or safety of Enscape, our users, a third party, or
the public.
Business Transaction: if Enscape is involved in a merger, acquisition or asset
sale, financing due diligence, reorganisation, bankruptcy, receivership, sale of company
assets, or transition of service to another provider, your Personal Data may betransferred including as part of any due diligence process.

Aggregated Information: we may use and disclose aggregated or otherwise
anonymised information for any purpose, unless we are prohibited from doing so underapplicable law.

Facebook Custom Audiences: Our Website uses the Facebook remarketing
function “Custom Audiences” from Facebook Ltd (Facebook Ireland Ltd., 4 Grand Canal
Square, Grand Canal Harbour, Dublin 2 Ireland; http://www.facebook.com/policy.php)(“Facebook”). This enables users of the Website to be shown interest-based

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advertisements (“Facebook ads”) as part of their visit to the Facebook social network orother websites that use the process. When Facebook Custom Audiences is integrated,
your browser automatically establishes a direct connection with the Facebook serverand Facebook receives notification that you have accessed the relevant pages on our
Website or clicked on an ad from us. f you are signed up for a Facebook service,
Facebook can assign the visit to your account. Even if you have not signed up or are notlogged in to Facebook, it is possible for the provider to identify and store your IP address
and other identification features. The “Facebook Custom Audiences” function can bedeactivated here and (by registered users) at
https://www.facebook.com/settings/?tab=ads#https://www.facebook.com/settings/?tab=ads#_. We have no control over the extent and further use of data that is generated when
Facebook uses this tool.
For more information about data processing by Facebook,see https://www.facebook.com/about/privacy. [We may also, with your consent, shareyour email address with Facebook for the same purposes.]

5.
5. Exercising Your Rights
You have the following rights in relation to your Personal Data, as provided underapplicable law, and subject to any limitations in such law:
access the Personal Data we hold about you;
request we correct any inaccurate Personal Data we hold about you;
request we delete any Personal Data we hold about you;
restrict the processing of Personal Data we hold about you;
object to the processing of Personal Data we hold about you; and/or
receive any Personal Data we hold about you in a structured and commonlyused machine readable format or have such Personal Data transmitted to anothercompany.
You may opt out of marketing-related emails by following the opt-out or unsubscribe
instructions at the bottom of the email or by contacting us at info@enscape3d.com. You
may continue to receive service-related and other non-marketing emails.
Where you have been asked to consent to the processing of your Personal Data, you
can withdraw consent, including by contacting us using our contacts details below. Any
withdrawal of consent will not affect the lawfulness of the processing based on yourconsent before the withdrawal. Please also note that where you withdraw consent, we
will only stop processing your Personal Data that relates to the withdrawal of consent.
To exercise any of your rights in connection with your Personal Data, please contact ususing the contact information in the “Contact Us” section below. Please note that we
may ask you to verify your identity before responding to such requests. In addition, we
may have valid legal reasons to refuse your request and will inform you if that is thecase. Note that applicable laws contain certain exceptions and limitations to each ofthese rights.

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You may also lodge a complaint with a supervisory authority, including in your country ofresidence, place of work, or where you believe an incident took place.
6.
6. International Data TransfersYour information, including Personal Data, may be accessed from and transferredoutside of your state, province, country or other governmental jurisdiction where the dataprotection laws may differ from those of your jurisdiction. If you are based in the United
Kingdom, the EEA or Switzerland, this means that your Personal Data may betransferred outside of the United Kingdom, the EEA and Switzerland, including to ouraffiliates and service providers in the United States Please note that these counties may
not provide the same protections as the data protection laws in the United Kingdom
and/or the EEA.
If we transfer your Personal Data internationally, we will ensure that relevant safeguards
are in place to afford adequate protection for your Personal Data and we will comply withapplicable data protection laws, in particular by relying on an EU Commission adequacy
decision or on contractual protections for the transfer of your Personal Data. For more
information about how we transfer Personal Data internationally, please contact us as
set out in the “Contact Us“ section below.
7.
7. Children’s Privacy
Our Services are not directed to children, and we do not knowingly collect Personal Data
from anyone under the age of 18. If you are a parent or guardian and you are aware thatyour Child has provided us with Personal Data, please contact us as set out in the“Contact Us” section below. If we become aware that we have collected Personal Data
from Children without verification of parental consent, we take steps to remove that
information from our servers.
8.
8. Retention of Personal Data
We retain your Personal Data only for as long as is necessary to fulfil the purposes forwhich it was collected and processed, in accordance with applicable laws or until you
withdraw your consent (where applicable).
To determine the appropriate retention period for your personal data, we consider theamount, nature, and sensitivity of the personal data, the potential risk of harm fromunauthorised use or disclosure of your Personal Data, the purposes for which we use
your Personal Data and whether we can achieve those purposes through other means,
and the applicable legal requirements.
9.
9. Security of Personal Data
We have implemented administrative, technical and physical safeguards to protect theconfidentiality, integrity and availability of your Personal Data.
The safety and security of your information also depends on you. Where we have given
you (or where you have chosen) a password for access to certain parts of our Website,
you are responsible for keeping this password confidential. We ask you not to shareyour password with anyone. If you think your account has been compromised, please

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contact us as soon as possible, using the contact details in the “Contact Us” section
below.
The transmission of information via the internet is not completely secure. Although we
do our best to protect your Personal Data, we cannot guarantee the security of your
Personal Data transmitted to our Website. Any transmission of Personal Data is at yourown risk.
10.
10. Do Not Track
Some internet browsers may be configured to send “Do Not Track” signals to the online
services that you visit. We currently do not respond to “Do Not Track” or similar signals.
To find out more about “Do Not Track,” please visit http://www.allaboutdnt.com.
11.
11. Links to Other Sites
The Website may contain links to other sites that are not operated by us. If you click athird party link, you will be directed to that third party’s site. We strongly advise you toreview the privacy policy of every site you visit.
We have no control over and assume no responsibility for the content, privacy policies orpractices of any third party sites or services.
12.
12. Changes and Updates to this Policy
We may update our Policy from time to time. We will notify you of any changes by
posting the new Policy on this page.
If we make material changes, we will let you know via email and/or a prominent noticeon our Service, prior to the change becoming effective and update the “effective date” atthe top of this Privacy Policy.
You are advised to review this Policy periodically for any changes. Changes to thisPrivacy Policy are effective when they are posted on this page.
13.
13. Complaints
If you wish to lodge a complaint about how we process your Personal Data, pleasecontact us at datenschutzanfragen@xdsb.de. We will endeavor to respond to yourcomplaint as soon as possible. You may also lodge a claim with the data protection
supervisory authority in the EU country in which you live or work, or in the UK, or where
you believe we have infringed data protection laws.
14.
14. Contact Us
Enscape is the entity responsible for the processing of your Personal Data, and for the
purpose of the European Union’s General Data Protection Regulation and the UK
equivalent of the same, is the data controller in respect of the processing of your
Personal Data. If you have any questions or comments about this Policy, our privacy
practices, or if you would like to exercise your rights with respect to your Personal Data,
please contact us at info@enscape3d.com, +49 721/132 060-60, or An der Raumfabrik
33b, 76227 Karlsruhe, Germany. Alternatively, please contact our data protection officer
at datenschutzanfragen@xdsb.de.

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If you are based in the UK, you may also contact our UK data protection representative
at chaos@datarep.uk

2.
Enscape – Cookie Policy
Effective Date: 05 may 2022
This Cookie Policy tells you about how Enscape GmbH (“Enscape”, “us”, “we”, or“our”), based at An der Raumfabrik 33b, 76227 Karlsruhe, Germany, uses cookies andsimilar technologies on our website and related services (together, the “Services”). This
Cookie Policy should be read in conjunction with our Privacy
Policy https://enscape3d.com/privacy/. If you have any questions or concerns about the
Cookie Policy or its implementation please contact us at info@enscape3d.com or
datenschutzanfragen@xdsb.de or as otherwise described in our Privacy Policy.
What are Cookies?
Cookies are very small text files used by Internet sites, which your browser stores on
your computer and that can send specific information to us or, if necessary or with yourconsent, a third party. Our Services, and our partners if you agree to it, use cookies,
beacons, invisible tags, unique IDs and similar technologies (collectively “Cookies”) tocollect information about your browsing activities, and to distinguish you from otherusers of our Services. This will improve your experience when you browse our Services,
allow us to show you content that might be of interest to you, and allow us to enhance
the functionality of our Services, increase security, and measure use and effectivenessof our Services.
This Cookie Policy also governs other types of tracking technologies used through our
Services, namely:
Pixels: A pixel is a small amount of code on a web page or in an email
notification that typically works in conjunction with cookies to identify users and record
user behavior. We use pixels to learn whether you have interacted with certain web or
email content. This helps us measure and improve the Services and personalize yourexperience.

Local Storage: Local storage is an industry-standard technology that allows a
website or application to store information locally on your computer or mobile device. We
use local storage, including HTML5, to customize what we show you based on yourcontent consumption and other past interactions with the Services.

Device Identifiers: Device identifiers are distinctive numbers associated with asmartphone or similar handheld device. We use mobile device identifiers for purposes
set out in this Cookie Policy, for example to recognize your device when you return to
the Services or otherwise use the Services.
How We Use Cookies
The Services use two types of cookies: session and persistent cookies. Session cookies
store a so-called session cookieID, with which various requests from your browser can

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be assigned to the common session. This will allow your computer to be recognizedwhen you return to our website. The session cookies are automatically deleted when
you log out or close the browser.
Persistent cookies are automatically deleted after a specified period, which may differ
depending on the cookie. Unlike session cookies, these are not deleted automaticallywhen you close your browser. You can delete cookies in the security settings of yourbrowser at any time.
Enscape uses the following categories of cookies:

1.

Cookie List

A cookie is a small piece of data (text file) that a website – when visited by a user – asks your browser tostore on your device in order to remember information about you, such as your language preference or
login information. Those cookies are set by us and called first-party cookies. We also use third-party
cookies – which are cookies from a domain different than the domain of the website you are visiting – forour advertising and marketing efforts. More specifically, we use cookies and other tracking technologies
for the following purposes:

1.

Essential cookies

We use cookies that are essential in order to enable you to access our Services and use their features.
These cookies allow us to provide services such as secure user login and other critical features.

Essential cookies

Cookie Subgroup

Cookies

Cooki
es
used

Lifespan

enscape3d.com

dInternalTraffic , OptanonAlertBoxClosed , OptanonCo
nsent , session_id

First
Party

364
Days,
364
Days,
364
Days,
A few
seconds

support.enscape3d.com

cf_chl_cc_xxxxxxxxxxxxxxxxxxxxx

First
Party

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Essential cookies

Cookie Subgroup

Cookies

Cooki
es
used

Lifespana.enscape3d.com

AWSALB , AWSALBCORS

First
Party

6
Days,
6 Dayslp.enscape3d.com__cfruid

First
Party

Sessionblog.enscape3d.com__cf_bm

First
Party

A few
seconds

www.google.com_GRECAPTCHA

Third
Party

180
Days

chaos4812.zendes
k.com__cfruid

Third
Party

Session2.

Performance Cookies

We work with third parties who use cookies to collect data that helps us understand how people are using
our website. We use this information to identify improvements we can make to the user experience.

Performance Cookies

Cookie Subgroup

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Cookies

Cookies used

Lifespan

73/88Performance Cookies

Cookie Subgroup

Cookies

Cookies used

Lifespanenscape3d.com__hssc , __hssrc , __hstc , _ga , _gat_UA, _gclxxxx , _gid , hubspotutk

First Party

A few
seconds,
Session,
179
Days,
729
Days, Afew
seconds,
89 Days,A few
seconds,179
Days

blog.enscape3d.com__cfruidFirst Party

Sessiongiphy.com_ga, _gid

Third Party

729
Days, Afew
seconds

doubleclick.net

IDE

Third Party

389
Days

youtube.com

YSC

Third Party

SessionThird Party

728
Days, 1Day

linkedin.com

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li_gc, lidc

74/88Performance Cookies

Cookie Subgroup

Cookies

Cookies used

Lifespanvimeo.com

vuid

Third Party

730
Days

3.

Social Media & Ads Cookies

We work with third parties who use cookies to collect information about the pages, links, and other sitesthat you visit from the website. These cookies are used to deliver advertisements that are more relevant toyou and your interests, when you are on other sites across the internet. The information collected by thesecookies will be used to track visits and actions on our Services, as well as to deliver reporting andanalytics to us and our partners.

Social Media & Ads Cookies

Cookie Subgroup

Cookies

Cookies used

Lifespanenscape3d.com_fbp

First Party

89 Dayswww.linkedin.com

bscookie

Third Party

730
Days

ads.linkedin.com

lang

Third Party

Sessionyoutube-nocookie.com

CONSENT

Third Party

5924
Days

youtube.com

CONSENT,VISITOR_INFO1_LIVEThird Party

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180

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Social Media & Ads Cookies

Cookie Subgroup

Cookies

Cookies used

LifespanDays

www.facebook.com

linkedin.com

AnalyticsSyncHistory,
bcookie, lang, li_sugr,
UserMatchHistory

4.

Functional Cookies

Third Party

SessionThird Party

29 Days,730
Days,
Session,89 Days,
29 Days

These cookies are used to recognise you when you return to our Services. This enables us to personalise
our content for you, greet you by name and remember your account preferences.

Functional Cookies

CookieSubgroup

support.enscape3d.com

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Cookies_zendesk_authenticated , _zendesk_session , _zendesk_
shared_session

Cooki
es
used

Lifesp
an

First
Party

364
Days,
Session,Session

76/88

Functional Cookies

CookieSubgroup

static.zdassets.comvimeo.com

hubspot.com

5.

Cooki
es
used

Lifespan

request_method

Third
Party

A few
seconds__cf_bm

Third
Party

A few
second
s

Third
Party

A few
seconds

Cookies__cf_bmTargeting Cookies

These cookies may be set through our site by our advertising partners. They may be used by thosecompanies to build a profile of your interests and show you relevant adverts on other sites. They do notstore directly personal information, but are based on uniquely identifying your browser and internet
device. If you do not allow these cookies, you will experience less targeted advertising.

Targeting Cookies

Cookie Subgroup

Cookies

Cookies used

Lifespan

support.enscape3d.com

cf_chl_2

First Party

A few
seconds

doubleclick.net

test_cookie

Third Party
A few

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Targeting Cookies

Cookie Subgroup

Cookies

Cookies used

Lifespanseconds

youtube.com

DEVICE_INFOThird Party

179 Daysgo.pardot.com

pardotThird Party

A few
seconds

Data collected through essential Cookies are processed within the scope of ourlegitimate interest in providing and operating the Services. Other Cookies are set only if
you give your prior consent via our Cookies Settings.
You can find out more about the different categories of Cookies used on the Services
and their duration via our Cookies Settings. You can learn about your options for
managing the data collection settings of these technologies under the “How do I limit
online tracking?” section below.
We have set out below a description of certain Cookies most commonly used in our
Services:
Social Media Plugins
We use the following social media plugins: Facebook, Instagram, LinkedIn, Twitter ,and YouTube.
Only by clicking on the button will the content of the plugin be transmitted to therespective operator of the social media platform. We have no control over the collected
data and data processing operations of the respective operator of the social media
platform, nor are we aware of the full scope of data collection, purposes, and retention
periods of the respective operator of the social media platform. Typically the transmitted
data includes the URL of the page visited and the IP address and/or another platformdependent identifier you have used. If you are also logged in on therespective social media platform, the respective operator can assign the visit to youruser account.
The plugins allow us to interact with social networks and other users so that we can
improve our offerings and make them more interesting to you as a user.
The purpose and scope of data collection by the respective operator of the social media
platform and the further processing and use of such data by the operator, as well as
your related rights and settings options to protect your privacy, can be found in theprivacy policy of the respective operator of the social media platform:

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

Facebook Ireland Ltd., 4 Grand Canal Square, Grand Canal Harbour, Dublin 2
Ireland; http://www.facebook.com/policy.php.
Instagram: Facebook Ireland Ltd., 4 Grand Canal Square, Grand Canal Harbour,
Dublin 2 Ireland; https://www.facebook.com/help/instagram/155833707900388


Twitter International Company, One Cumberland Place, Fenian Street, Dublin 2,
D02 AX07 Ireland; https://twitter.com/en/privacyLinkedIn Ireland Unlimited Company, Wilton Place, Dublin
2, Ireland;http://www.linkedin.com/legal/privacy-policy.
YouTube: Google Ireland Limited, Gordon House, Barrow Street, Dublin
4, Ireland.https://policies.google.com/technologies/partner-sites.
Google Analytics
This website uses Google Analytics, a web analytics service provided by Google Ireland
Limited, Gordon House, Barrow Street, Dublin 4, Ireland (“Google”), to collect data thathelps us understand how people are using our Services.
On our behalf, Google will use this information to evaluate your use of the website, tocompile reports on website activity, and to gather more information about website andInternet service activity to provide related services to us. The IP address provided by
Google Analytics as part of Google Analytics will not be merged with other Google data.
You can prevent the storage of cookies by adjusting the corresponding setting of yourbrowser software; however, please note that, if you do this you may not be able to use
all the features of this website to the fullest possible extent. In addition, you may prevent
Google from collecting the data generated by the cookie and related to your use of thewebsite (including your IP address) and from processing this data by downloading andinstalling the browser plugin available
via https://tools.google.com/dlpage/gaoptout?hl=en or
http://tools.google.com/dlpage/gaoptout?hl=de or alternatively revoke your consent byclicking on the opt-out cookie button in the website version of our Privacy Policy,
available at https://enscape3d.com/privacy/ or any other successor site.
This website uses Google Analytics with the extension “_anonymizeIp ()”. As a result, IP
addresses are shortened in order to exclude a direct personal reference.
More information about Google’s data usage, settings and opt-out options can be foundon the Google website:
https://support.google.com/analytics/answer/6004245?hl=de&ref_topic=2919631
HubSpot Marketing Automation
We use the services of HubSpot Inc., 25 First Street, 2nd Floor, Cambridge,
Massachusetts 02141, USA, in order to provide you with content tailored to yourinterests based on your use of our website. For more information about data processing
by HubSpot , see https://legal.hubspot.com/product-privacy-policy.
Google reCAPTCHA
We use the Google reCAPTCHA service (provided by Google Ireland Limited, Gordon
House, Barrow Street, Dublin 4, Ireland) to prevent spam messages, especially frombots. When reCAPTCHA is used, Google processes the data specified under “Logfiles”

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in particular. In addition, a fingerprint is used for the duration of the session to prevent
spam, provided that you have given your consent through our cookie banner.
Google is responsible for the processing of data, i.e. we have no influence on the type,
scope, or purpose of the data processing performed by Google. For more information on
the purpose and scope of data collection and processing by Google,
see https://www.google.com/policies/privacy/.
LogfilesEach time you access our site, we collect the following data about your computer: the IP
address of your computer, the request of your browser, and the time of this request. As
part of this request, our systems also record the status and amount of data transferred,along with product and version information about your browser, and your computer’s
operating system. We also record which website referred you to our site. The IP addressof your computer is stored only for period over which you are using the website, after
which it is deleted or anonymized.
We use this data to operate our website, in particular to detect and eliminate website
errors, to determine the utilization of the website, and to make adjustments or
improvements to it (to the extent the information constitutes personal data, the legal
basis for processing it is our legitimate interest – Art. 6 Para. 1 (f) GDPR).
Embedded Content from Third Parties (YouTube, etc.)
If content from third-party providers such as Google Maps or YouTube is displayed on
our website, your IP address and the content displayed under “Log files” must betransmitted to the third-party provider in order to make this content available and display
it in your browser. This ensures that our website is appealing. The legal basis for suchprocessing is our legitimate interest – Art. 6 Para. 1 cl. 1 (f) GDPR. We do not have any
influence or control on data processing performed by third parties. If you are registeredwith the third-party provider with a user account, the third-party provider can assign youruser behavior to your user account. The third-party provider may save your data as auser profile and use it for the purposes of advertising, market research and/or needsbased website design. If you wish to exercise your right to object to the creation of theseuser profiles, you must address this to the relevant third-party provider.
For more information on the purpose and scope of data collection and processing by thethird-party providers, please see their privacy policy. You will also find more information
on your rights and setting options to protect your privacy there:YouTube, Google Ireland Limited, Gordon House, Barrow Street, Dublin
4, Ireland; https://policies.google.com/technologies/partner-sites.
How do I limit online tracking?
You may revoke your consent at any time with future effect by changing your cookie
settings via our Cookie Banner .
There are a number of additional ways to limit online tracking, which we havesummarized below:

Blocking cookies in your browser. Most browsers let you remove or rejectcookies, including cookies used for interest-based advertising. To do this, follow the
instructions in your browser settings. Many browsers accept cookies by default until you
change your settings. For more information about cookies, including how to see what

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cookies have been set on your device and how to manage and delete them,visit allaboutcookies.org. Use the following links to learn more about how to control
cookies and online tracking through your browser:oFirefox; Chrome; Microsoft Edge; Safari


Blocking advertising ID use in your mobile settings. Your mobile device
settings may provide functionality to limit use of the advertising ID associated with yourmobile device for interest-based advertising purposes.

Using privacy plug-ins or browsers. You can block our Services from setting
cookies used for interest-based ads by using a browser with privacy features, like Brave,or installing browser plugins like Privacy Badger, DuckDuckGo, Ghostery or uBlock
Origin, and configuring them to block third party cookies/trackers.
Advertising industry opt-out tools. You can also use these opt-out options tolimit use of your information for interest-based advertising by participating companies:o
Digital Advertising Allianceo

Network Advertising Initiative

Platform opt-outs. The following advertising partners offer opt-out features that
let you opt out of use of your information for interest-based advertising:oGoogle opt-outoLinkedIn opt-outoMicrosoft opt-out

Note that the above opt-out mechanisms are specific to the device or browser on which
they are exercised. You will need to opt out on every browser and device that you use.
============== END OF THE PRIVACY POLICY ==============

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LICENSE SERVER AGREEMENT
Effective date: 1 May 2023

PLEASE READ CAREFULLY. THIS IS A LICENSE AGREEMENT AND NOT AN
AGREEMENT FOR SALE.

THIS IS A LEGAL AGREEMENT (“AGREEMENT”) BETWEEN YOU, EITHER YOUPERSONALLY IF YOU WERE LICENSED THE LICENSE SERVER ("THE LICENSESERVER"), AS DEFINED IN YOUR CHAOS LICENSE AND SERVICES AGREEMENT OR
CONSUMER END USER LICENSE AGREEMENT, FOR YOURSELF, OR ANOTHERLEGAL ENTITY WHICH HAS ACTED AND FOR WHICH YOU WARRANT THAT YOU
HAVE THE CAPACITY AND AUTHORITY TO BIND TO THIS AGREEMENT(REFERRED TO HEREIN AS “CUSTOMER”, “END USER”, “LICENSEE”, “YOU” or“YOUR”), AND(A)
ENSCAPE, INC., a company organized under the laws of the USA, with office address at
80 Pine Street, Floor 24, New York, NY 10005-1732, email: contracts@chaos.com, IF YOU
ARE LOCATED IN THE UNITED STATES OF AMERICA; OR(B)
ENSCAPE GmbH, a company organized under the laws of Germany, with office address
at An der Raumfabrik 33b, 76227 Karlsruhe, Germany, email: contracts@chaos.com, IF YOU
ARE LOCATED OUTSIDE THE UNITED STATES OF AMERICA **** IF YOU ARE LOCATED OUTSIDE THE USA, PLEASE REVIEW THE TERMSINCLUDED IN THE COUNTRY-SPECIFIC TERMS SECTION BELOW, IF ANY, WHICH
APPLY TO YOUR USE OF OR ACCESS TO THE LICENSE SERVER. IN THE EVENT OF
ANY CONFLICT BETWEEN THE TERMS IN THE COUNTRY-SPECIFIC TERMSSECTION AND THE REMAINDER OF THIS AGREEMENT, THE COUNTRY-SPECIFICTERMS SECTION SHALL APPLY IF YOU ARE LOCATED OUTSIDE THE USA.
(REFERENCES IN THIS AGREEMENT TO “CHAOS”, “WE,”, “OUR” or “US” IN THISAGREEMENT REFERS, AS APPLICABLE, TO INSCAPE, INC., ENSCAPE GMBH
AND/OR A RESPECTIVE CHAOS AFFILIATE THAT OWNS OR OPERATES THE
LICENSE SERVER THAT YOU ARE USING OR ACCESSING PURSUANT TO AN
AUTHORIZED SUBSCRIPTION). ALL OTHER DEFINITIONS HAVE THE MEANINGASSIGNED TO THEM IN YOUR CHAOS LICENSE AND SERVICES AGREEMENT OR
CONSUMER END USER LICENSE AGREEMENT.
YOU MAY NOT ACCEPT THIS AGREEMENT ON BEHALF OF ANOTHER ENTITYUNLESS YOU ARE AN EMPLOYEE OR OTHER AGENT OF SUCH OTHER ENTITY
WITH THE RIGHT, POWER AND AUTHORITY TO ACT ON BEHALF OF SUCH OTHER
ENTITY. CHAOS MAY AT ANY TIME ASSIGN THE AGREEMENT, AS A WHOLE OR IN
PART, TO ANY OF ITS AFFILIATES, WITH OR WITHOUT PRIOR NOTICE.

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BY SELECTING THE “I ACCEPT” BUTTON OR OTHER BUTTON OR MECHANISMDESIGNED TO ACKNOWLEDGE AGREEMENT TO THE TERMS OF AN ELECTRONICCOPY OF THIS AGREEMENT, OR BY ACCESSING, DOWNLOADING, INSTALLING,
REGISTERING, ACCESSING, EVALUATING OR OTHERWISE USING THE LICENSESERVER, YOU ACKNOWLEDGE AND AGREE THAT YOU ARE BOUND TO THISAGREEMENT (INCLUDING THE TERMS IN THE COUNTRY-SPECIFIC TERMSSECTION, IF YOU ARE LOCATED OUTSIDE THE USA). IF YOU DO NOT AGREE TO
ALL OF THE TERMS IN THE AGREEMENT, OR ANY OTHER APPLICABLE TERMS
AND CONDITIONS REFERRED TO AS PART OF OUR RELATIONSHIPS AND/OR A
CONDITION PRECEDENT FOR THEIR VALIDITY, YOU MUST NOT DOWNLOAD,
AGREE TO THE TERMS AND CONDITIONS, CLICK OR CHECK A RELEVANT
BUTTON, OR PERFORM ANY SIMILAR ACT OF ACCEPTANCE, AND/OR DO NOT USE
THE LICENSE SERVER.
THE LICENSE SERVER is used to prevent usage of unlicensed versions or copies of particular
COMPANY's Software Product. For the purpose of this Agreement "Software Product" shallmean any software program over which CHAOS has intellectual property rights.
In order to work properly, THE LICENSE SERVER requires: i) a Hardware Lock ("THEDONGLE"), provided by CHAOS directly or via its authorized reseller; or ii) an internet
connection to Chaos’ online licensing service; or iii) one or more software license files ("THE
LICENSE FILES"), provided by CHAOS.
By installing, accessing, or otherwise copying or using all or any portion of THE LICENSESERVER you agree to be legally bound by THE AGREEMENT. If THE LICENSEE does notagree to any or all of the terms in THE AGREEMENT, THE LICENSEE must not install, access,or otherwise copy or use THE LICENSE SERVER or THE DONGLE (if applicable) and may,within fourteen (14) days from the date of acquisition, return, for a refund (if applicable), THE
LICENSE SERVER, THE DONGLE and any accompanying documentation and materials to
CHAOS or its authorized reseller from which THE LICENSE SERVER and THE DONGLE
were acquired.
1. SCOPE
1.1. CHAOS licenses and THE LICENSEE accepts the following non-sublicensable, nonexclusive, non-transferable (except if the latter is permitted by applicable law) right and license:
a. to install THE LICENSE SERVER, to load it, to view it on a computer screen, to execute it, touse it, to transmit it to a distance, to keep it on a computer storage device;b. to create a back-up copy of THE LICENSE SERVER, if that is needed for the specific use that
THE LICENSE SERVER has been acquired for and LICENSEE keeps all copyright notices andother marks of ownership on each copy, or partial copy, of THE LICENSE SERVER, if any. The
back-up copy is for LICENSEE's own internal use only and cannot be provided to any third
parties;

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c. to benefit commercially from using THE LICENSE SERVER in the authorized mannerconsidering the restrictions in Article 3.1. below.
1.2. CHAOS licenses to THE LICENSEE the rights referred to in Article 1.1 for 1 (one) copy of
THE LICENSE SERVER.
1.3. A copy of THE LICENSE SERVER constitutes of all computer files provided to THE
LICENSEE by CHAOS (including but not limited to installation files, binary executable files,
library files, configuration files and documentation files).
1.4. By this AGREEMENT no intellectual property rights of CHAOS, or other rights not
specified herein, respectively, are being transferred or licensed to THE LICENSEE.
2. RIGHTS AND OBLIGATIONS OF CHAOS
2.1. CHAOS shall have to furnish THE LICENSEE via electronic way with the copies of THE
LICENSE SERVER whose rights for use, as defined in Article 1.1., are being licensed by THE
AGREEMENT.
2.2. CHAOS shall have to keep confidential any of THE LICENSEE's trade secrets, as well as
any other information or data CHAOS may become aware of during or in relation with theexecution of THE AGREEMENT, except where such information or data is required byapplicable law.
2.3. CHAOS shall keep the right to make any changes, improvements and corrections it deems
necessary to THE LICENSE SERVER.
2.4. CHAOS shall not be responsible for any problems that may appear during or because of theuse of THE LICENSE SERVER.
2.5. CHAOS shall not be liable in case THE LICENSEE is not able to use any or all of THE
LICENSE SERVER's features due to a force majeure (includ ing, but not limited to short-circuits,
power outages, internet network malfunctions, administrative limitations and others such as awar, strike, riot, crime, or an event described by the legal term "act of God" e.g., flooding,earthquake, etc.).
3. RIGHTS AND OBLIGATIONS OF THE LICENSEE
3.1. THE LICENSEE shall not:a. make copies or otherwise reproduce THE LICENSE SERVER except for back-up copies madeonly for their own usage and which cannot be provided to any third parties;
b. replicate THE DONGLE, if any;c. use THE LICENSE SERVER, THE DONGLE and/or THE LICENSE FILES to develop new
software which is substantially similar to the expression of THE LICENSE SERVER and/or THE
LICENSE FILES;d. redistribute or give away in any way (lease, rent, lend, donate, exchange, share or other) THE
LICENSE SERVER,THE DONGLE, and/or THE LICENSE FILES to any third parties. The
LICENSEE is not allowed to sell, transfer, assign or grant access to the acquired LICENSESERVER, THE DONGLE and/or THE LICENSE FILES to a third party. LICENSEE ensures

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that THE LICENSE SERVER, THE DONGLE and THE LICENSE FILES are used only by
LICENSEE personally, in case LICENSEE is an individual, or by LICENSEE's employees, on
LICENSEE's behalf, in case LICENSE is a legal entity, and LICENSEE is responsible forcompliance with the terms of this AGREEMENT by its employee;e. THE LICENSE SERVER, THE DONGLE and THE LICENSE FILES cannot be used forcommercial render-farm service that provide third parties with contracted/on demand rendering
services. Render-farm service providers will need a separate agreement with CHAOS;
f. make any translation, adaptation, arrangement and any other alteration of THE LICENSESERVER and/or THE LICENSE FILES or make any reproduction, distribution, communication,
display or performance to the public of the results of such acts;
g. adapt or reverse compile or reverse engineer the whole or any part of THE LICENSESERVER;h. adapt or reverse engineer or otherwise tamper with THE DONGLE and/or THE LICENSEFILES;
i. remove or alter any copyright or other proprietary notice from THE LICENSE SERVER and/or
THE LICENSE FILES;
j. use THE LICENSE SERVER and/or THE LICENSE FILES in a manner that infringes any
third party's copyrights or any other rights;
k. participate in any illegal, deceptive, misleading, unethical practices and activities which may
be detrimental to CHAOS.
3.2. THE LICENSEE shall notify CHAOS immediately if THE LICENSEE becomes aware of
any unauthorized use of the whole or any part of THE LICENSE SERVER, THE DONGLE,
and/or THE LICENSE FILES by any third party. The notification shall be made to:contracts@chaos.com.
3.3. THE LICENSEE shall be entitled only to the rights specified in Article 1.1 of thisAGREEMENT.
3.4. THE LICENSEE shall be obligated to provide CHAOS with any information needed for theaccurate completion of the AGREEMENT's objective.
3.5. THE LICENSEE shall be obligated to keep confidential any of Chaos’ trade secrets, as wellas any other information they may become aware of during or in relation with the execution ofthis AGREEMENT, except where such information is required by applicable law.
4. PROTECTION MECHANISMS
4.1. THE LICENSE SERVER may include one or more protection schemes to prevent usage ofunlicensed copies of the Software Products, as follows:

THE DONGLE, and/or

an internet connection to Chaos’ online licensing service, and/or

THE LICENSE FILES

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4.2. If THE DONGLE proves to be defective within 24 months from the date of purchase by the
LICENSEE and the defect is not a result of physical damage, improper handling or any otherimproper use as specified by the manufacturer of THE DONGLE, CHAOS shall replace it after
receiving the defective one. All shipping costs and any other taxes are to be covered by the
LICENSEE.
4.3. If the defect has arisen from improper handling, physical damage or any other way of
improper use, CHAOS has no obligations to replace the defective DONGLE free of charge andthe replacement must be paid according to the prices set out by CHAOS or its authorized reseller.
4.4. If any defect has arisen later than 24 months of the date of purchase by THE LICENSEE,CHAOS has no obligations to replace the defective DONGLE free of charge. In this case thereplacement must be paid according to the prices set out by CHAOS or its authorized reseller.
4.5. THE DONGLE and/or THE LICENSE FILES may contain one or more licenses for different
Software Products licensed by CHAOS to THE LICENSEE. The total number of licenses to be
put on THE DONGLE and/or THE LICENSE FILES must not exceed the number of licenses for
said Software Products acquired by THE LICENSEE. If THE LICENSEE already has another
DONGLE provided by CHAOS, THE LICENSEE is not obliged to buy a separate DONGLE foreach new license that THE LICENSEE acquires. If THE LICENSEE already has acquired
LICENSE FILES provided by CHAOS, THE LICENSEE is obliged to acquire separate
LICENSE FILES for each new license that THE LICENSEE acquires.
4.6. In case THE DONGLE is lost or stolen, THE LICENSEE is allowed to acquire any available
form of Protection Mechanism according to the prices set out by CHAOS or its authorized
reseller. THE LICENSEE will be charged additionally for the shipping costs and any other taxes.
CHAOS keeps its right to refuse to replace a DONGLE at its own discretion.
4.7. Under the provisions defined in Article 4, if a DONGLE needs to be replaced, Chaos keeps
its right to provide THE LICENSEE with a suitable replacement which may differ from theoriginal.
5. COLLATERAL PRODUCTS
5.1. THE LICENSE SERVER,THE DONGLE, and/or THE LICENSE FILES may be
accompanied, may contain or CHAOS may provide from time to time other own and/or third
party's software, drivers, data, documents, materials, etc. (COLLATERAL PRODUCTS).
COLLATERAL PRODUCTS may include, be subject to or provided in accordance with otherterms in addition to or different from the terms set forth in this Agreement. Unless such terms areincluded or referenced COLLATERAL PRODUCTS are subject to this Agreement. In case suchterms apply LICENSEE agrees to comply with them.
5.2. LICENSEE will take sole responsibility for acquiring and complying with any licenses that
may be necessary to use or to use in a different way any third party's software, data, documents orother materials. LICENSEE acknowledges and agrees that CHAOS has no responsibility for, andmakes no representations or warranties regarding, such third party's software, data, documents orother materials or LICENSEE's use of such third party's software, data, documents or othermaterials.

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6. DATA PRIVACY
6.1. LICENSEE acknowledges and agrees that LICENSEE may provide, and CHAOS and its
Partners may obtain, certain information and data with respect to LICENSEE (including, without
limitation, personal data) and LICENSEE’s business in connection with this Agreement,
including but not limited to, information and data provided to or obtained by Chaos and Partners,
related to ordering, registration, activation, updating, validating entitlement to, auditing,monitoring installation of and Access to Chaos products and/or managing the relationship with
LICENSEE. LICENSEE hereby acknowledge that you have read and been familiarized with
Chaos’ data privacy and data protection policies, as such policies may be updated from time totime, located at https://enscape3d.com/privacy/ or any other successor site designated by Chaos.
6.2. Please note that LICENSEE’s personal information may be collected and processed in orderto detect, prevent, or otherwise address non-valid use such as through fraud and software piracy(e.g., to confirm that software is genuine and properly licensed) and to protect LICENSEE,
Chaos, and/or third parties in furtherance of our legitimate interests. Using non-valid software isan act of copyright infringement, which may result in both civil and criminal penalties. Further,
this Agreement requires all customers to use the LICENSE SERVER and PROTECTIONMECHANISM in compliance with all applicable laws and further prohibits any act ofunauthorized use, access or reproduction. Chaos work with third party service providers toinvestigate the sale and use of non-valid software and in case of suspicions of software privacy
Chaos may share personal data of suspected individuals to those third parties provided allapplicable legislative requirements are followed. Chaos reserves all rights to take actions against
unauthorized resellers of its products on popular marketplaces and e-commerce sites, as well as toinvestigate anonymous reports of suspicious resellers and users of non-valid products andsoftware.
7. DISCLAIMER OF WARRANTY
LICENSEE ACKNOWLEDGES AND AGREES THAT THE LICENSE SERVER, THE
LICENSE FILES, ANY OTHER SOFTWARE OR SUPPORT OR OTHER SERVICES ARE
MADE AVAILABLE ON AN AS-IS BASIS WITHOUT ANY WARRANTIES OF ANY KIND
AND CHAOS DISCLAIMS TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL
WARRANTIES, TERMS, REPRESENTATIONS, OR CONDITIONS OF ANY KIND,
EXPRESS OR IMPLIED (WHETHER BY STATUTE, LAW, CUSTOM, USAGE OR
OTHERWISE) INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SECURITY OR NON INFRINGEMENT. CHAOS DOES NOT WARRANT THAT THE LICENSE SERVER, THE
LICENSE FILES, ANY OTHER SOFTWARE, WILL MEET LICENSEE'S EXPECTATIONS,THAT THEIR PERFORMANCE OR OUTPUT WILL BE UNINTERRUPTED, ERROR-FREE,
ACCURATE, RELIABLE, OR COMPLETE NOR THAT DEFECTS OR FAULTS WILL BE
CORRECTED. NOTHING IN THE FOREGOING RESTRICTS THE EFFECT OF
WARRANTIES OR CONDITIONS WHICH MAY BE IMPLIED BY LAW WHICH CANNOT
BE EXCLUDED, RESTRICTED OR MODIFIED BY A CONTRACTUAL RESTRICTION.
8. LIMITATIONS OF LIABILITY

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IN NO EVENT WILL CHAOS OR ITS LICENSORS BE LIABLE (DIRECTLY OR
INDIRECTLY) TO LICENSEE OR ANY OTHER THIRD PARTY FOR ANY LOSS,DAMAGES, CLAIMS, OR COSTS WHATSOEVER INCLUDING, NOT LIMITED TO ANY
INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE DAMAGES ORDAMAGES FROM BUSINESS INTERRUPTION, LOSS OF PROFITS, REVENUE,
BUSINESS OR DATA, EVEN IF CHAOS HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH LOSS, DAMAGES, CLAIMS, OR COSTS. LICENSEE ACKNOWLEDGES AND
AGREES THAT IN ANY EVENT THE ENTIRE AGGREGATE LIABILITY OF CHAOS AND
ITS LICENSORS ARISING OUT OF OR IN CONNECTION TO THIS AGREEMENT SHALLBE LIMITED TO DAMAGES OF AN AMOUNT EQUAL TO THE AMOUNT OF THE
INITIAL PURCHASE PRICE ORIGINALLY PAID BY THE LICENSEE FOR THE DONGLE,
EVEN IF THAT AMOUNT MAY BE SUBSTANTIALLY DISPROPORTIONATE TO THE
REMEDY CLAIMED. CHAOS DOES NOT SEEK TO LIMIT ITS WARRANTY OR
REMEDIES TO ANY EXTENT NOT PERMITTED BY LAW.
9. DURATION AND TERMINATION
9.1. This AGREEMENT is effective until terminated.
9.2. THE LICENSEE may terminate this AGREEMENT at any time by notifying CHAOS and,
respectively, by destroying THE LICENSE SERVER, destroying or returning THE DONGLE to
CHAOS, destroying THE LICENSE FILES, destroying related documentation and all copies
thereof. Upon the termination of THE AGREEMENT, THE LICENSEE shall cease all use of
THE LICENSE SERVER, use of Chaos’ online licensing service and destroy or return to Chaos
all DONGLES, if any,
9.3. This AGREEMENT will terminate immediately without notice from CHAOS if THE
LICENSEE fails to comply with any provision of this AGREEMENT.
10. OTHER PROVISIONS
10.1. ALL OTHER TERMS AND CONDITIONS APPLICABLE TO THIS AGREEMENTWILL BE THE TERMS AND CONDITIONS OF YOUR CHAOS LICENSE AND SERVICES
AGREEMENT OR CONSUMER END USER LICENSE AGREEMENT, PROVIDED THATACCORDING TO THE MEANING THEY ARE NOT SPECIFICALLY DESIGNED TO THE
PRODUCT LICENSED UNDER YOUR CHAOS LICENSE AND SERVICES AGREEMENT
OR CONSUMER END USER LICENSE AGREEMENT. IN CASE OF CONFLICT, THE
TERMS AND CONDITIONS OF THIS AGREEMENT WILL PREVAIL OVER THE TERMS
AND CONDITIONS OF YOUR CHAOS LICENSE AND SERVICES AGREEMENT OR
CONSUMER END USER LICENSE AGREEMENT, TO THE EXTENT OF SUCH
CONFLICT.
============== END OF THE AGREEMENT==============

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