This Odin Inspector end user license agreement including any documents and materials referenced herein (“EULA”) is a legal agreement between you ("Licensee") and Sirenix ApS ("Licensor") for Licensee’s use of the version of the software application Odin Inspector for which Licensee has acquired a valid license ("Software"). By downloading, accessing, installing, copying and/or otherwise using the Software, you acknowledge and agree to be bound by the terms and conditions of this EULA.
This EULA covers ALL Odin Inspectors license versions available.
Please download and read this EULA carefully before clicking the "I Agree" button. By clicking the "I Agree" button, downloading, accessing, installing, copying and/or otherwise using the Software, Licensee acknowledges and agrees to be bound by the terms and conditions of this EULA.
If the Licensee does not agree to the terms of this EULA, do not click on the "I Agree" button and do not download, install, access and/or use the Software in any manner.
If the Licensee does not accept and/or complies with the terms and conditions of this EULA, the Licensee is not entitled to use the Software.
"EULA" means this end user license agreement, including any amendments, exhibits, and schedules referenced herein, which constitute the entire agreement between Licensor and the Licensee regarding the subject matter hereof.
"Framework User" means a Licensee to whom a license has been designated by name and email or by claiming a license using the DRM System.
"Licensor" means Sirenix ApS.
"Licensee" means the natural or legal person having agreed to the terms and conditions of this EULA by installing, downloading, accessing, or otherwise using the Software.
"Revenue" means any gross income generated or funds raised by Licensee in each calendar year
"Software" means the computer programs provided by Licensor under this EULA, including any updates, upgrades, modifications, and/or Services.
"Service" means support and other services (if) provided by Licensor to the Licensee pursuant to this EULA.
"DRM System" means the optional license management system which can be included in the Software at Licensee's choice.
"Subscription Period" means the 12 months following the purchase date.
Subject always to Licensee’s strict adherence to the terms and conditions of this EULA including payment of all applicable fees, Licensor grants to Licensee a worldwide, nonexclusive, non-transferable, revocable and limited license to download, install, access and use the Software for Licensee’s use solely in connection with Licensee’s internal purposes and always subject to the terms and conditions set out in this EULA.
Licenses granted only covers the right to integrate the Software as incorporated and embedded components of electronic games and digital media and distribute such electronic game and digital media; reproduction and display in distributed physical advertising materials is permitted solely for marketing purposes in respect of such electronic games or digital media in conjunction with the Unity platform. It is the responsibility of the Licensee to separately acquire the necessary licenses to any third-party software products used in conjunction with the Software including the third-party software product Unity.
In addition to and to the extent explicitly permitted pursuant to applicable mandatory law, the Licensee may make one (1) copy of the Software for backup or archival purposes, provided that such copy is kept solely for backup or archival purposes.
The Software is licensed not sold. Licensor reserves any and all rights not expressly granted to the Licensee pursuant to this EULA.
The license granted pursuant to this EULA is subject to the additional limitations and restrictions as set out in this Sec. 4.
The Licensee shall not copy, modify, distribute, sell, rent or lease any part of the Software to any third party, except as explicitly permitted by this EULA.
The Licensee shall not reverse engineer, disassemble, decompile, or attempt to extract, reveal or disclose the source code of the Software, unless explicitly permitted pursuant to applicable mandatory law.
The Licensee may use the Software only in accordance with the documentation provided by the Licensor and shall not use the Software for any unlawful purpose. Without limiting the generality of any other provisions of this EULA, it is emphasized that the Licensee shall not be entitled to share the costs related to purchase of a license to the Software and then let any third party that has contributed to such purchase use the Software (forum pooling) and/or otherwise make the Software available via a network or other devices where it could be accessed and used by multiple devices at the same time by any legal or natural person who has not acquired its own license.
Use the Software in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property rights or any other rights of any third party, or that violates any applicable law or regulation.
Remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features embedded in or otherwise protecting the Software.
General
The Software is licensed in different versions with different use rights granted depending on the version of the Software licensed as further set out in this Sec. 4
All versions are licensed solely for the purpose of the Licensee’s independent creating of customizations to be applied in connection with the Unity game engine only. I.e. to use the Software for its purpose, the Licensee must acquire a valid license for the Unity game engine on a separate basis and utilize the Unity game engine pursuant to the separate terms and conditions applicable to the Unity game engine. The Licensee acknowledges and agrees, that the Licensor is not entitled to and thus do not whether directly or indirectly grant any license to use of the Unity game engine pursuant to this EULA.
The Software is licensed based on a per seat license and named individual basis entailing that for each one (1) license purchased, the Licensee may install the Software on any number of devices for the designated Licensee’s use only.
For each license a specific Framework User must be designated and only such designated Framework User may access and use the Software. A license acquired by a Framework User may be reassigned to another Framework User provided that the original Framework User (i) leaves the entity that has acquired the license being assigned, (ii) is moved to another project, or (iii) there is another permanent reason that changes the Framework User’s requirement for a license. Any such reassignments must not be undertaken so frequently as to enable the sharing of a license between multiple Framework Users. The Licensee must keep a record of the identities of the licensed Framework Users over time and on Licensor’s written request certify in writing that the use of the licenses is in full compliance with the terms of this EULA and provide a current list of the past as well as currently designated and licensed Framework Users of Licensee. The DRM System may be used to keep such a record of identities.
Personal use license
Licenses acquired for personal use are granted solely for access and use by individuals. To be eligible to acquire a personal license the following conditions must be met:
The Revenue generated by the Licensee is below USD 200,000 for each calendar year.
Licensee has not already licensed the Software on an Enterprise basis and
The Licensee has acquired a valid license to the Personal use version of the Software
Provided that the above special conditions are all met and subject to the Licensee’s compliance with all other terms and conditions set out in this license the Licensee is granted a perpetual license to install, access and use the personal use version of the Software. The Personal use license does not entitle Licensee to any maintenance or support services of whatsoever nature (if any).
Enterprise use license
Licenses acquired for enterprise use are granted solely for access and use by legal entities. To be eligible to acquire an enterprise license the following conditions must be met:
the Revenue generated by the Licensee is USD 200,000 or above for each calendar year.
Licensee will not license the Software on a Personal use license basis and
The Licensee has acquired a valid license to the Enterprise use version of the Software
Provided that the above special conditions are all met and subject to the Licensee’s compliance with all other terms and conditions set out in this License the Licensee is granted a non-perpetual subscription license to install, access and use any Enterprise version of the Software which is or was released during or before the Subscription Period. After the Subscription Period ends , the Licensee will not be entitled to receive any new updates to the Software (if any), and may not download, install, integrate or otherwise use versions of the Software released at any time after the end of the Subscription Period, unless such right is granted to the Licensee by the Licensor pursuant to a separate agreement.
The Licensee is only entitled to use the then-current version of the Software available as of the end of the Subscription Period (and previous versions) and once the Subscription Period ends, the Licensee is not eligible for any support and maintenance services.
Educational use license
Licenses acquired for educational use are granted solely for access and use by educational users. To be eligible to acquire an educational license the following conditions must be met:
The Software will only be used for educational or non-profit purposes and the Software may not whether directly or indirectly be used for any commercial purposes and
The Licensee has acquired a valid license to the educational use version of the Software
The Licensor will decide in its sole discretion if use will qualify as “educational” or "nonprofit" and thus, if a Licensee is eligible for use of an educational use license or not. The Licensee of educational use licenses is not entitled to any maintenance or support services of whatsoever nature (if any).
Orders for licenses to the Software submitted by the Licensee will be processed by Licensor in accordance with the then-current ordering process described at Licensor’s then-current website (that may be amended in the sole discretion of the Licensor at any time)
The Licensee shall pay the then-current license fees for the license(s) to the Software in accordance with the license fee and payment processes information provided at Licensor’s website or as otherwise decided by the Licensor in the Licensor’s sole discretion.
The Licensee shall provide customary billing and tax information such as name, billing address, credit card information and VAT number.
The Licensee agrees to pay for all license purchases made and hereby authorizes the collection by the Licensor of such amounts including applicable taxes by charging the credit card details provided by the Licensee, either directly by the Licensor or indirectly, via a third party online payment processor. VAT numbers cannot be added or changed after the license purchase is made without prior written approval from Licensor. If Licensee is directed to a third party payment processor, the Licensee may be subject to terms and conditions governing use of that third party payment processor’s service and that third party payment processor’s privacy policy. Please review such third party’s terms and conditions and privacy policy before using the services.
Some components of the Software (whether developed by Licensor or a third party) may also be governed by supplemental license terms including applicable open source software licenses. In the event of a conflict between the terms and conditions of this EULA and any third party software components including open source software the terms and conditions of the applicable third party license shall prevail with respect to such third party software components.
Licensee agrees that no use of the Software must (a) infringe, misappropriate, or violate any third party’s and/or the Licensor’s patent, copyright, trademark, trade secret, moral rights, or any other intellectual property rights, or rights of publicity or privacy; (b) violate, or encourage any conduct that would violate, any applicable law or regulation or would give rise to liability of any kind; (c) be fraudulent, false, misleading, or deceptive; (d) be defamatory, obscene, pornographic, vulgar, or offensive; (e) promote discrimination, bigotry, racism, hatred, harassment, or harm against any individual or group; (f) promote violence or actions that are threatening to any other person; or (g) promote illegal or harmful activities or substances.
Access to maintenance and support is dependent on the type of license acquired. Reference is made to Sec. 4 of this EULA.
All intellectual property rights in and to the Software, including but not limited to copyrights, patents, trademarks, trade secrets, and any other proprietary rights, are and shall remain the exclusive property of the Licensor or its licensors. The Licensee is granted a nonexclusive, non-transferable, revocable license to use the Software solely in accordance with the terms of this EULA.
The Licensee acknowledges that the Software contains valuable proprietary information and trade secrets, belonging to the Licensor (or its licensors), and agrees not to disclose or disseminate such information to any third party without the prior written consent of the Licensor.
Any intellectual property rights vested in works separately created by the Licensee using the Software shall be the sole property of the Licensee. For the avoidance of doubt the aforesaid applies only to separate and standalone works created by the Licensee and shall not include any intellectual property rights vested in the Software as such.
Licensor reserves the right to modify, suspend or discontinue, temporarily or permanently, in whole or in part the access to the Software and/or any service to which it connects, with or without notice and without liability to Licensee.
THE SOFTWARE PROVIDED UNDER THIS AGREEMENT ARE SUPPLIED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES, REPRESENTATIONS, OR GUARANTEES OF ANY KIND, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS AGREEMENT, LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL MEET LICENSEE REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, OR BE ERROR FREE. FURTHERMORE, LICENSOR DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SOFTWARE IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LICENSOR OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY UNLESS EXPRESSLY STATED IN THIS EULA. SHOULD THE SOFTWARE PROVE DEFECTIVE, LICENSEE (AND NOT LICENSOR OR ITS AUTHORIZED REPRESENTATIVE) ASSUMES THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION. THIS LIMITATION AND EXCLUSION CONSTITUTES AN ESSENTIAL PART OF THIS EULA. NO USE OF THE SOFTWARE IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER.
The limitations and exclusions set forth above shall apply to the widest extent permitted by mandatory law in the applicable jurisdiction.
To the fullest extent permitted by applicable law, in no event shall the Licensor, its affiliates, officers, directors, employees, agents, or licensors be liable to the Licensee or any third party for any indirect, incidental, special, consequential, or punitive damages, including but not limited to, damages for loss of profits, goodwill, use, data, or other intangible losses, arising out of or in connection with this EULA, the use or inability to use the Software, or any other matters related to the Software, even if the Licensor has been advised of the possibility of such damages.
Notwithstanding any other provisions of this EULA, the Licensor's total aggregate monetary liability to the Licensee for any cause whatsoever, and regardless of the form of the action, will at all times be limited to the amount paid, if any, by the Licensee to the Licensor for the license to the Software for a period of twelve (12) months following the date of purchase of the license to the Software. This limitation of liability constitutes an essential part of this EULA and reflects a fair allocation of risk between the parties.
The limitations on liability set forth above shall apply to the widest extent permitted by law in the applicable jurisdiction.
This license shall commence upon Licensee's acceptance of this EULA and shall continue until terminated as provided herein.
The Licensee may terminate this EULA for convenience at any time and without notice by ceasing any and all access to and/or use of the Software and deleting all copies of the Software in Licensee’s possession or control and confirming this in writing to the Licensor.
The Licensor may terminate this EULA for convenience at any time upon 30 day’s written notice to the Licensee.
Either party may terminate this EULA for breach in the event that the other party commits a material breach of this EULA. The Licensee’s infringement of the Licensor's intellectual property rights and/or failure to pay license fees as such become due will always constitute a material breach on the part of the Licensee.
Upon termination of this EULA, the Licensee must cease all access to and use of the Software and destroy all copies of the Software in the Licensee’s possession or under the Licensee’s control. In the event of termination or expiration for whatever reason, the Licensee shall not be entitled to claim any refund of amounts already paid.
All provisions of this EULA that by their nature should survive termination will remain in effect, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.
This EULA shall be governed by and construed in accordance with the laws of Denmark, without regard to its conflict of laws principles. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded and shall not apply.
Any disputes arising out of or in connection with this EULA, including any questions regarding its existence, validity, or termination, shall be submitted to and exclusively and finally resolved by the Danish courts. The parties hereby expressly consent to the exclusive jurisdiction of such courts for such purposes.
Amendments
The Licensor reserves the right to amend, modify, add, or remove portions of this EULA at any time by posting the amended terms on the Licensor's website or by providing notice to the Licensee in any other manner chosen by the Licensor at its sole discretion. Such amendments will become effective immediately upon posting or as otherwise provided in the notice to the Licensee. The Licensee's continued use of the Software after any such amendments signifies the Licensee's acceptance thereof. It is the Licensee's responsibility to review this EULA periodically for changes. If the Licensee does not agree to any amendment of this EULA, the Licensee must immediately stop using the Software and notify the Licensor of the Licensee's decision to terminate this EULA pursuant to the termination provisions herein.
Severability
If any provision of this EULA, or the application thereof to any person or circumstance, is found to be invalid, illegal, or unenforceable to any extent, the remainder of this EULA and its application to other persons or circumstances shall not be affected thereby and shall continue in full force and effect as valid, legal, and enforceable to the fullest extent permitted by law. In such instances, the parties hereby express their intention that such invalid, illegal, or unenforceable provision shall be replaced by a valid, legal, and enforceable provision that, to the extent possible, achieves the original objectives and commercial intent of the parties as reflected in the original provision.
Entire agreement
This EULA constitutes the entire agreement between the Licensor and the Licensee concerning the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, between the parties. No amendment, modification, or addition to this EULA shall be effective unless made in writing and signed by both parties. This EULA may not be explained or supplemented by any prior course of dealings or trade by custom or usage.
User Data and Privacy
The parties have agreed that the data processing agreement referenced here apply between the parties.
Technical protection measures
For the purpose of protecting the Licensor’s copyrights in and to the Software, the Licensor may at any time decide to implement and apply technical protection measures as contemplated in the Danish Copyright Act. Thus, the Licensor may add features/functionality to the Software that collects the following information from the Licensee:
Licensee name registered by the Licensee
IP addresses of the Licensee
Machine ID - MAC addresses of the Licensee
Cryptographically hashed checksum of the project names used by the Licensee
Cryptographically hashed checksum of the user name(s) of individual user(s) of the Licensee
There will be a feature/function included in the Software which on a regular basis to be decided by the Licensor in its sole discretion will provide the above information to the Licensor. Also, the receiving server of the Licensor might ping back to the Licensee if suspicious activity at the Licensee should be detected entailing that the Licensee will be aware that the Licensee will have to provide additional information to the Licensor.
Export Control
In compliance with Danish and international export control laws, regulations, and orders, the Licensee agrees not to export, re-export, divert, transfer, or disclose, directly or indirectly, any Software or any related documentation, technical information or materials provided under this EULA to any person, entity, or destination prohibited by the laws of Denmark or any other applicable jurisdiction without obtaining prior authorization from the competent government authorities as required by those laws and regulations.
This clause shall survive the termination or expiration of this EULA and applies to all forms of export, including physical, electronic, or otherwise, involving any Software, documentation or technical information covered under this EULA.
The Licensee is responsible for complying with any local laws in their jurisdiction that may impact their right to import, export, or use the Software. The Licensee agrees to indemnify, defend, and hold harmless the Licensor from any claims, damages, fines, penalties, costs, and liabilities arising from or related to the Licensee's non-compliance with this clause.
