General Terms & Conditions, EULA for ZGametools

 General Terms, Conditions

PLEASE READ THE AGREEMENT CAREFULLY BEFORE DOWNLOADING, INSTALLING OR USING THE SOFTWARE OR THE COPYRIGHT WORK.
CLICKING THE “I AGREE” BUTTON FOR DOWNLOADED SOFTWARE OR COPYRIGHT WORKS, OR USING THE SOFTWARE OR COPYRIGHT
WORKS MEANS THAT YOU ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT.
IF YOU ARE CONSUMER, YOU UNDERSTAND AND AGREE THAT BY DOWNLOADING ANY SOFTWARE OR COPYRIGHT WORK IMMEDIATELY
AFTER ACCEPTING THIS AGREEMENT, YOU ARE HEREBY LOSING YOUR WITHDRAWAL RIGHT.

ACCEPTANCE

Your Use of the Software or the Copyright Works is subject to your acceptance of these General Terms and Conditions
as well as your acceptance of additional terms and conditions. The Agreement incorporates by reference the following
documents:
(i) these General Terms and Conditions containing the general terms and conditions applicable to all
Puppet-Master Software and all Copyright Works;
(ii) the Specific Terms and Conditions containing the additional terms for the particular Software or
Copyright Work you are licensing and related fees,
(iii) any Third Party Licenses governing the use of certain third party software which might be embedded in the Software
or in the Copyright Work you are licensing under the Agreement.
When the term “Agreement” is used in any of these documents, Puppet-Master is referring collectively to all of them i.e.
to (i), (ii) and (iii) above.
The Agreement is effective as of the date You accept the Agreement as part of Puppet-master’s online licensing process.
In the event of a conflict between the terms set out in these General Terms and Conditions and the terms set out in the
Specific Terms and Conditions, the terms of these General Terms and Conditions shall prevail unless expressly stated
otherwise in the Specific Terms and Conditions.

1. DEFINITIONS

In this Agreement, capitalized terms shall have the meaning ascribed to them in this Section 1 or elsewhere in this Agreement.
“Agreement” includes (i) these General Terms and Conditions, (ii) the Specific Terms and Conditions and (iii) the Third Party
Licenses which are incorporated hereto by reference.

“Puppet-Master” means a French limited liability company with its registered office at 18 rue Raymond Jaclard 94140 Alfortville, France,
which is developer and sole owner of the Software and certain Copyright Works, subject to third party’s rights into the Software.

“Puppet-Master Copyright Work” means a Copyright Work owned by Puppet-Master.

“Copyright Work” means interactive media content including without limitation materials, brushes, patches, meshes, and any other form
of works which are subject to copyright laws, that are distributed either through (i) an Puppet-Master proprietary License or another proprietary Puppet-Master platform.

“Commercials Terms” means the Fees payable by You as set out on the Puppet-Master Website, quotes, invoices, price list, or applicable
Specific Terms and Conditions as the case might be, for You Use of the Software or the Copyright Works.

“Commercial Use” means the Use of the Software or the Copyright Works for direct or indirect income-generating purposes.

“Consumer” means an individual person acquiring the Software or the Copyright Work for purposes which are outside of that individual’s
trade, business, craft or profession, and that such individual is not making any Commercial Use of the Software.

“Creative Commons License” means a public license governing Your Use of any Copyright Works distributed with ZGametools.

“Documentation” means the user manuals, instructions and tutorials for the Software or the Copyright Works owned by Puppet-Master that
Puppet-master generally makes available to its end-user customers.

“Evaluation Software” means a limited version of the Software, which is licensed to You under an Evaluation License.

“Evaluation Term” means the limited agreed upon duration, generally of thirty (30) days unless agreed expressly otherwise by Puppet-Master,
during which the Evaluation Software may be Used by You under the Evaluation License.

“Fee” shall mean any fee, cost and expense as set out in the Commercial Terms that are payable for Your Use of the Software or the Copyright Works.

“Intellectual Property Rights” means any current and future intellectual property rights, including copyrights, trademarks,
trade names, business names, domain names, design rights, inventions, confidential information, trade secrets and know-how
including commercial know-how, patents, utility models, database rights, and all similar or analogous proprietary rights
of whatever nature and in each case in any part of the world and whether or not registered or registrable including, in
relation to the above, all granted registrations and all applications for registration and any renewals, reversions, and
extensions.

“Legal Entity” means any company, corporation, limited liability company, general partnership, limited partnership, limited
liability partnership, proprietorship, joint venture or other form of business organization, and includes, without limitation,
any government, non-for-profit, educational or academic institution, including but not limited to any primary or secondary
school, vocational school, college or university.

“License” shall mean the limited right to Use the Software or the Copyright Works as further detailed in these General Terms
and Conditions and in the applicable Specific Terms and Conditions.

“Indie License” means a License to Use the Software granted to either a (i) commercial Legal entity with annual gross revenue not exceeding US$10,000 (or an equivalent amount in another currency) during the prior fiscal year or (ii) an educational, academic, non-profit or government Legal Entity., with annual budget not exceeding US$100,000 (or an equivalent amount in another currency) during the prior fiscal year.
Licenses list:

“Evaluation License” means a License granted to the User for the Evaluation Software for the Evaluation Term, to enable the User to evaluate the Software in connection with the User’s internal business purposes to determine whether to purchase the non-evaluation version of the Software. Commercial Use, publishing or redistribution of the Software, the Substances or the Licensee Content is strictly forbidden under an Evaluation License.

“Indie License” means a License to Use the Software or the Copyright Work(s) granted to either a (i) commercial Legal Entity with annual gross revenue not exceeding US$100,000 (or an equivalent amount in another currency) during the prior fiscal year or (ii) an educational, academic or non-profit Legal Entity.

“Pro License” means a License to the Software or the Copyright Work(s) granted (i) to a commercial Legal Entity other than an educational, academic or non-profit Legal Entity, with annual gross revenue between US$10,000 and US$100,000,000 (or an equivalent amount in another currency) during the prior fiscal year; (ii) or to a commercial Legal Entity which is part of the Video game industry, VFX industry or a Government Agency, with annual gross revenue above US$10,000 (or an equivalent amount in another currency) during the prior fiscal year;

“Floating License” means a License for the Software for Use of the Software by several individual Users simultaneously on any number of computers provided that a License for each such individual User has been purchased. Such Floating License is not available on the Puppet-Master website and must be subscribed to separately by contacting Puppet-Master directly.

“Licensee Content” means textures, images, Models or other content otherwise called derivative work that You developed from Your Use of the Software or the Copyright Works.

“Non-Commercial Use” means Your Use of the Software or the Copyright Works for all purposes in compliance with the terms of this Agreement but excludes expressly all Commercial Use.

“Professional User” means a User making any Commercial Use of the Software and/or the Copyright Works, provided that such User may be subscribing to an Indie License or a Pro License.

“Pro License” means a License to the Software granted to either (i) a commercial Legal entity with annual gross revenue exceeding US$10,000 (or an equivalent amount in another currency) during the prior fiscal year. or (ii) an educational, academic, non-for-profit or government Legal Entity, with annual budget exceeding US$10,000 (or an equivalent amount in another currency) during the prior fiscal year.

“Software” means the Puppet-Master proprietary software product, licensed to You under the Specific Terms and Conditions that Puppet-Master and You entered into.

“Specific Terms and Conditions” the specific terms and conditions containing the additional terms including the applicable Fees if any, governing Your Use of a particular Software or Copyright Work.

“Term” means the duration of the License granted to You under the Agreement as set out in Section 12.1 of the General Terms and Conditions.

“Third Party Licenses” means the terms and conditions of any third party software which is embedded in the Software.

“Use” means the loading, installation and use of the Software or the Copyright Works in accordance with the terms of the Agreement.

“User” means an individual person who is authorized by Puppet-Master to Use the Software or the Copyright Works.

“You” means the User or the Legal Entity Using the Software or the Copyright Works as licensee.

“Your” means relating to You or made or done by You.

 

2. CONDITION PRECEDENT TO THE LICENSING OF ANY SOFTWARE OR COPYRIGHT WORK

You must accept the Specific Terms and Conditions applicable to a particular Software or Copyright Work to be entitled to Use any Software or Copyright Work. Your acceptance of these General Terms and Conditions alone does not grant you a right to Use any Software or Copyright Work. Furthermore, Your acceptance of the Specific Terms and Conditions for a particular Software or Copyright Work does not automatically grant You a right to Use other Software or Copyright Works unless and until You accept the Specific Terms and Conditions applicable to the particular Software or Copyright Works you intend to Use.

 

3. GENERAL RESTRICTIONS APPLICABLE TO THE SOFTWARE

With respect to the Software and except as expressly permitted under the Agreement:

3.1 You shall not, and shall not assist, enable or otherwise permit or allow any third party to: (i) copy (except in the course of loading or installing), alter, adapt, modify, translate, create derivative works of the Software, (ii)  decompile, disassemble or otherwise reverse engineer or attempt to derive the source code of (unless expressly permitted under applicable law) or any technical data, know-how, trade secrets, processes, techniques, specifications, protocols, methods, algorithms, interfaces, ideas, solutions, structures or other information embedded or used in the Software, (iii) rent, lend, loan, lease, sell, encumber, distribute, sublicense, or otherwise permit use of or access to the Software by third parties, (iv) remove, alter, or obscure any proprietary or restrictive notices affixed to or contained in the Software, (v) circumvent or attempt to circumvent any technological protective measure contained in or supported by, the Software; or any copy, portion, extract or derivative thereof, (vi) Use the Software in any manner that violates any applicable law or regulation whether local, national or international, (vii) Use the Software in any manner that violates any Intellectual Property Rights or privacy rights of Puppet-Master or any third party.

3.2 You shall not (i) provide, disclose, display or otherwise make available the Software or any copy, portion, extract or derivative thereof, or permit use of any of the foregoing by or for the benefit of multiple users or any third party, including, without limitation, by uploading the Software to a network or file-sharing service time-sharing, or subscription service basis, on a hosting, cloud, service-bureau, or for carrying out any third party administrative, outsourcing, or other services), (ii) do anything that could cause or result in the Software being subject to any open source license (or similar license) that requires as a condition of use, modification or distribution of the Software including the run-time portion thereof; and specifically that would entail the Software to be: (A) disclosed or distributed in source code form, (B) licensed for the purpose of making derivative works, or (C) redistributable at no charge; and (iii) Use the Software to develop a competing software.

4. USE OF THE SOFTWARE

4.1 Software License Terms
Subject to the terms and conditions of the Agreement including the applicable Specific Terms and Conditions for a particular Software, and Your compliance therewith including Your payment of all Fees payable if any, Puppet-Master grants You, for the Term of this Agreement, a limited, non-exclusive, personal, non-transferable, non-sublicenseable, revocable License, solely to install and execute one (1) copy of the executable form of the Software, solely for Your internal Use by a single User, for the purpose of developing Your Licensee Content.
The License for the Software grants You the right to get access to the Documentation specific to the Software You are licensing.
The Software shall be provided to You in object code. In no event shall the source code of the Software be made available to You.
Except if You hold an Evaluation License, the License gives You the right to create Your own Licensee Content. Whilst You are not allowed under the License to redistribute the Software, You are authorized to redistribute Your License Content.

4.2 One Copy per User
You may only install one (1) copy of the Software. Further, each User of the Software must hold one (1) valid License of the Software.
However and except if You hold an Evaluation License, You shall be entitled to make one (1) copy of the Software on a secondary computer for backup, or disaster recovery or archival, provided that such copy shall constitute “Software” for all purposes of this Agreement, and further provided that You shall not be allowed to Use both copies simultaneously.

4.3 Floating License
If You wish to Use any particular Software simultaneously on different computers, You must purchase a Floating License for each individual User Using the Software at any one time. You may install such Software on as many computers as needed for Use by any authorized User provided that there is one (1) license per concurrent individual User. The terms of such Floating license are not available online but they may be provided to You upon request to Puppet-Master.

5. GENERAL RESTRICTIONS APPLICABLE TO COPYRIGHT WORKS

With respect to the Copyright Work and except as expressly permitted under the Agreement:

5.1 You shall not, and shall not assist, enable or otherwise permit or allow any third party to: (i) decompile, disassemble or otherwise reverse engineer or attempt to derive the source code of (unless expressly permitted under applicable law) or any technical data, know-how, trade secrets, processes, techniques, specifications, protocols, methods, algorithms, interfaces, ideas, solutions, structures or other information embedded or used in the Copyright Works, (iii) rent, lend, loan, lease, sell, encumber, distribute, sublicense, or otherwise permit use of or access to the Copyright Work by third parties, (iv) remove, alter, or obscure any proprietary or restrictive notices affixed to or contained in the Copyright Work, (v) circumvent or attempt to circumvent any technological protective measure contained in or supported by, Copyright Work; or any copy, portion, extract or derivative thereof, (vi) Use the Copyright Work in any manner that violates any applicable law or regulation whether local, national or international, (vii) Use the Copyright Work in any manner that violates any Intellectual Property Rights or privacy rights of Puppet-Master or any third party.

5.2 You shall not (i) provide, disclose, display or otherwise make available the Copyright Work or any copy, portion, extract or derivative thereof, or permit use of any of the foregoing by or for the benefit of multiple users or any third party, including, without limitation, by uploading the Software to a network or file-sharing service time-sharing, or subscription service basis, on a hosting, cloud, service-bureau, or for carrying out any third party administrative, outsourcing, or other services), (ii) do anything that could cause or result in the Software being subject to any open source license (or similar license) that requires as a condition of use, modification or distribution of the Software including the run-time portion thereof; and specifically that would entail the Software to be: (A) disclosed or distributed in source code form, (B) licensed for the purpose of making derivative works, or (C) redistributable at no charge; and (iii) Use the Software to develop a competing software.

6. USE OF COPYRIGHTS WORK

6.1 Subject to the terms and conditions of this Agreement including the Specific Terms and Conditions for Copyright Works applicable to You, and Your compliance therewith including Your payment of all Fees payable if any, Puppet-Master or the Third Party Provider as the case might be, grants You, for the Term of this Agreement, a limited, non-exclusive, personal, non-transferable, non-sublicenseable, revocable License, to Use a Copyright Work.

6.2 The License to the Copyright Work grants You the right to get access to the Documentation specific to the Copyright Work You are licensing, when such Documentation is available.

6.3 Notwithstanding anything the contrary in the foregoing Section 5, the License for Copyright Work gives You the right to store, display, modify the Copyright Work and create Licensee Content. You may redistribute Your Licensee Content and are entitled under the License to make any Commercial Use of Your Licensee Content. For the avoidance of doubt, You shall not redistribute the Copyright Work independently of Your Licensee Content. The Copyright Work may only be redistributed by You if such Copyright Work is an integrated component of your Licensee Content.

7. INTELLECTUAL PROPERTY RIGHTS IN THE SOFTWARE AND THE COPYRIGHT WORKS

7.1 You acknowledge and agree that the Software and/or the Copyright Works are licensed to You only and in no event can the Software or the Copyright Works be considered as being sold to You.

7.2 You acknowledge and agree that Puppet-Master (or their licensors or other third party as applicable) own and shall retain all right, title and interest in and to the Software and the Copyright Works (including without limitation any copies, portions, extracts or derivatives thereof, and any developments, modifications or enhancements thereto) including all Intellectual Property Rights.

7.3 Further, in the event that You provide to Puppet-Master any comments, suggestions, submissions, and other feedback (whether oral, in writing, or in electronic or any other form) with respect to the Software or the Puppet-Master Copyright Work (together “Feedback”), You hereby irrevocably agree to grant Puppet-Master all the Intellectual Property Rights in such Feedback.

7.4 You acknowledge and agree that (i) the Software and the Puppet-Master Copyright Works are original in whole and in any element thereof, alone or combined, including algorithms, interfaces, functionality, screen design, and other elements thereof, and (ii) based on the Berne Convention for the Protection of Literary and Artistic Works as well as the French Intellectual Property Code, and other applicable Intellectual Property Rights laws and treaties, Puppet-Master is the owner of the Software and the Puppet-Master Copyright Works.

7.5 You agree that You will not delete or in any manner alter any Puppet-Master or third-party copyright, trademark or other proprietary notices appearing on or in the Software or the Copyright Work.

8. FEES AND TAXES

Where applicable, You agree to pay all amounts due for the Software or the Copyright Works as set forth in the applicable Specific Terms and Conditions, online stores, quote and/or invoice. All Fees payable under this Agreement are net amounts and are payable in full, without deduction for taxes or duties of any kind. You will be responsible for, and will promptly pay all taxes including but not limited to sales, use and withholding taxes associated with this Agreement and/or Your receipt or Use of the Software or the Copyright Work, except for taxes based on Puppet-Master ’s net income, if any. In the event that Puppet-Master is required to collect any tax for which You are responsible, You will pay such tax directly to Puppet-Master. If You pay any withholding taxes that are required to be paid under applicable law, You will promptly provide Puppet-Master with written evidence from tax authorities of the payment of such taxes.

9. MODIFICATION OF THE GENERAL TERMS AND CONDITIONS OR THE SPECIFIC TERMS AND CONDITIONS

Puppet-Master may revise the General Terms and Conditions and the Specific Terms and Conditions (the “Terms” for the purpose of this Section 9) at any time for legal, best practice or any other reason.
Puppet-Master will not use this right to make substantial changes to the Terms to Your detriment without giving You a chance to agree. Puppet-master will inform You in advance of any revision of the Terms by sending an email to You.
If You do not agree to the changes made to the Terms, You may terminate any License. You are expected to check for revisions to the Terms regularly as they are binding on You. Any subsequent Use by You of any Software or Copyright Works after a change in the Terms shall imply that You accepted the revised Terms.

10. CONSENT TO DATA COLLECTION

You understand and agree that the Software may connect to the Internet and report information about your Use back to Puppet-master to (i) check for Software updates; (ii) provide aggregated usage statistics of Your Use of the Software and the Use of the Copyright Work or Your Licensee Content; and (iii) validate or block license keys in order to prevent unauthorized Use.

11. ASSISTANCE

In the event You have a query about the Software or a Copyright Work, You may contact Puppet-Master support team by email at the address provided on the Puppet-Master’s website.

12. TERM AND TERMINATION

12.1 Duration of the Agreement
All Evaluation License for the Evaluation Software shall be effective for a period of 30 days from the date You downloaded the Evaluation Software, unless otherwise agreed expressly between Puppet-Master and You.
Unless expressly provided otherwise applicable Specific Terms and Conditions, all paid-in full Licenses for any Software or Copyright Works granted under the Agreement shall be effective for the duration of the applicable legal copyright protection, unless earlier terminated in accordance with the Agreement.

12.2 Consequences of Termination
In the event You breach this Agreement including if You fail to pay the Fees where applicable, this Agreement shall automatically terminate in its own right and Puppet-Master shall be under no obligation to provide a prior notice thereof.
Upon termination of the Agreement, You shall, at Puppet-Master ’s option, either promptly delete and destroy, or return to Puppet-Master all copies of the Software in Your possession or control. Puppet-Master may also disable the Software upon the expiration of any License.
All provisions in connection with the Intellectual Property Rights in the Software or the Copyright Work shall survive the termination of this Agreement.

13. NO WARRANTY

THE SOFTWARE AND THE COPYRIGHT WORK ARE PROVIDED TO YOU “AS IS”, WITHOUT WARRANTY OF ANY KIND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. PUPPET-MASTER AND ITS LICENSORS DISCLAIM ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, AND ANY WARRANTIES AND CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. PUPPET-MASTER FURTHER DOES NOT WARRANT THAT THE SOFTWARE OR THE COPYRIGHT WORKS WILL ALWAYS FUNCTION UNINTERRUPTED OR ERROR-FREE. IF YOU ARE LICENSING COPYRIGHT WORKS FROM A THIRD PARTY PROVIDER, PUPPET-MASTER SHALL HAVE NO LIABILITY WHATSOEVER TOWARDS YOU INCLUDING WITHOUT LIMITATION LIABILITY FOR INFRINGEMENT OF ANY THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS BY THE THIRD PARTY PROVIDER, IRRESPECTIVE OF THE FACT THAT PAYMENTS HAVE BEEN MADE TO PUPPET-MASTER . NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM PUPPET-MASTER OR ELSEWHERE WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THIS AGREEMENT.

14. LIMITATION OF LIABILITY

PUPPET-MASTER AND ITS LICENSORS’ TOTAL LIABILITY TO YOU ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT REGARDLESS OF THE CAUSE OF ACTION, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT PRODUCT LIABILITY), INDEMNITY, OR OTHERWISE AND WHETHER OR NOT PUPPET-MASTER OR ITS LICENSORS HAVE BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE AND EVEN IF SUCH DAMAGES WERE FORESEEABLE WILL BE LIMITED TO THE GREATER OF THE AMOUNTS PAID BY YOU FOR THE SOFTWARE OR THE COPYRIGHT WORK OR ONE HUNDRED U.S. DOLLARS (US$100). IN NO EVENT SHALL PUPPET-MASTER OR ITS LICENSORS BE LIABLE TO YOU FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, BUSINESS, PROFITS OR ABILITY TO EXECUTE) OR FOR THE COST OF PROCURING SUBSTITUTE PRODUCTS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE EXECUTION OR PERFORMANCE OF THE SOFTWARE OR THE COPYRIGHT WORK, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE. THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. IF APPLICABLE LAW LIMITS THE APPLICATION OF THE PROVISIONS OF THIS SECTION 10, PUPPET-MASTER AND ITS LICENSORS LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

15. CONFIDENTIALITY

15.1 The Software and the Puppet-Master Copyright Works and any copies, portions, extracts and derivatives thereof (including the source code of, or any technical data, know-how, trade secrets, processes, techniques, specifications, protocols, methods, algorithms, interfaces, ideas, solutions, structures, technical architecture or other information embedded or used in any of the foregoing) and any other non-public information and technology disclosed by Puppet-Master to You in connection with this Agreement constitutes the confidential information of Puppet-Master (the “Puppet-Master Confidential Information”). You shall hold the Puppet-Master Confidential Information in strict confidence and shall not disclose it to any third party except to Your designees who need to have access to it and who are bound in writing by confidentiality obligations at least as protective of the Puppet-Master Confidential Information as those contained herein. You shall not use the Puppet-Master Confidential Information for any purpose other than as necessary for Your Use of the Software as expressly authorized in this Agreement. You shall exercise the same care that You exercise to protect Your own confidential and proprietary information of similar importance.

15.2 In the event Puppet-Master receives confidential information from You, Puppet-Master undertakes to hold Your confidential information in strict confidence and not to use Your confidential information, except in connection with (i) the performance of this Agreement or (ii) Your Use of the Software. In addition, when providing Your confidential information to Puppet-Master, you shall mark all Your confidential information as “confidential” or “proprietary”.

15.3 The obligations of each party set forth above shall not apply to confidential information to the extent that the receiving party can prove that it:
15.3.1 was already in its possession without confidentiality or use restrictions prior to its disclosure by or on behalf of the disclosing Party; or
15.3.2 is subsequently disclosed to the receiving party without any confidentiality or use restrictions by a third party; or
15.3.3 is in the public domain or subsequently comes into the public domain through no act or omission of the receiving Party or its agents or employees; or
15.3.4 is required by law or a valid order by a court or other government body, provided, however, that the receiving Party promptly informs the disclosing Party in writing upon becoming aware of the relevant legal requirements.

16. EXPORT LAW

You agree to fully comply with all applicable export laws and regulations to ensure that neither the Software nor any technical data related thereto are exported or re-exported directly or indirectly in violation of, or Used for any purposes prohibited by, such laws and regulations.

17. AUDIT RIGHT

Upon Puppet-Master reasonable prior written notice to You, You shall permit Puppet-Master or its designers to audit from time to time Your Use of the Software or the Copyright Works. You shall provide reasonable assistance to Puppet-Master or its designers in the event such audit is conducted.

18. GOVERNING LAW AND JURISDICTION

18.1 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF FRANCE, WITHOUT REGARD TO OR APPLICATION OF CONFLICT OF LAWS RULES OR PRINCIPLES. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS SHALL NOT APPLY.

18.2 JURISDICTION. FRENCH COURTS OF COMPETENT JURISDICTION SHALL HAVE EXCLUSIVE JURISDICTION OVER ANY DISPUTE ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING ANY DISPUTE REGARDING THE EXISTENCE, VALIDITY OR TERMINATION THEREOF, TO THE EXTENT PERMITTED BY APPLICABLE LAW.

19. GENERAL

19.1 You understand and agree that money damages alone might not be an adequate remedy and as such Puppet-Master shall have the right to seek injunctive relief in any court of competent jurisdiction.

19.2 You may not assign or transfer this Agreement or any rights granted hereunder, by operation of law or otherwise, without Puppet-Master’s prior written consent, and any attempt by You to do so, without such consent, will be void.

19.3 Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise.

19.4 All notices required or permitted under this Agreement shall be in writing. All notices to You might be either in the form of an electronic mail or by registered mail with acknowledgement receipt. All notices to Puppet-Master shall be sent by registered mail with acknowledgement receipt to Puppet-Master’s registered office or otherwise to the address set forth in the applicable ordering document or invoice or to such other address as may be specified by Puppet-Master..

19.5 Each party may enforce its respective rights under the Agreement even if it has waived the right or failed to enforce the same or other rights in the past. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by authorized representatives of both parties.

19.6 If any provision of this Agreement is held to be unenforceable or invalid, that provision will be enforced to the maximum extent possible and the other provisions will remain in full force and effect.

19.7 This Agreement is the complete and exclusive understanding and agreement between the parties regarding its subject matter, and supersedes all proposals, understandings or communications between the parties, oral or written, regarding its subject matter, unless You and Puppet-Master have executed a separate agreement governing Your Use of the Software or the Copyright Works.

19.8 Translations. The English language version of this Agreement is legally binding in the event of any conflict between the English version and any translations.

19.9 Any terms or conditions contained in Your purchase order or other ordering document that are inconsistent with or in addition to the terms and conditions of this Agreement are hereby rejected by Puppet-Master and will be deemed null.

20. EXCEPTIONS FOR CONSUMER USERS

20.1 If You are a Consumer and You acquire the Software or the Copyright Work, for your direct individual Use and do not make any direct or indirect Commercial Use of the Software or the Copyright Work then be advised that certain Sections of these General Terms and Conditions shall not be applicable to You i.e. Section 13 (No warranty), Section 14 (Limitation of liability), Section 18.2 (Jurisdiction) , Section 19.8 (Translations).

20.2 Right for Consumers to withdraw from the Agreement

20.2.1 Right of Withdrawal
If You downloaded a specific Software or Copyright Work after accepting the applicable Specific Terms and Conditions, You shall not be entitled to Your withdrawal right under applicable law provided that the right of withdrawal available to Consumers which may be exercised by You within 14 days from the date of conclusion of the contract, does not apply to contracts for the supply of digital content if (i) the digital content is not provided on a tangible medium and (ii) the contract performance started through the act of downloading by the Consumer, with the consumer’s prior express consent and the consumer’s acknowledgment that s/he lost his/her withdrawal right. Therefore, You hereby understand and agree that by downloading the Software or the Copyright Work and being granted instantaneous access to such digital content, You have lost Your withdrawal right.

Last updated – September 21th 2016