Effective Date: July 3, 2024

This End User License Agreement (the “EULA”) is entered into between you and Djangotron Studios Inc. (“Djangotron”) and applies to the SideFX Houdini toolset developed by Djangotron currently titled “Procedural Anatomy” (the “Toolset”).  Additional information regarding the Toolset can be found at https://www.procedural-anatomy.com (the “Website”).

BY CLICKING “I AGREE” OR SIMILAR CONFIRMATION OR BY USING THE TOOLSET, YOU ARE AGREEING TO BE BOUND BY THIS EULA. 

IF YOU ARE USING THE TOOLSET ON BEHALF OF AN ORGANIZATION, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THE ORGANIZATION TO THE EULA AND ARE AGREEING TO THE EULA FOR THAT ORGANIZATION.  WHERE YOU ARE USING THE TOOLSET ON BEHALF OF AN ORGANIZATION, “YOU” AND “YOUR” REFER TO THE ORGANIZATION.

1.UPDATES

The Toolset is based in SideFX Houdini software and is designed to simplify the muscle model creation workflow to create realistic anatomical models for simulation of the human body.

2.LICENSES

2.1 Basic License.  If purchased from, or provided by, Djangotron directly or from an authorized third party, Djangotron grants you a non-exclusive, non-sublicensable, non-transferrable, revocable, limited license to download, install and use one copy of the Toolset (the “Basic License”).  The Basic License grants you the right to use the Toolset for commercial and non-commercial, as restricted by any description of the Toolset presented in writing to you when purchased and as restricted by Djangotron and the Training Data License (as described below).  You agree that no title or ownership interest in the Toolset is transferred or assigned to you and that the EULA is not a sale of any right to the Toolset.  The Basic License grants you a right to use the final output of the Toolset for use in any practical application, including but not limited to animation, FX, movies, video games and the medical field, except as further restricted within this EULA (including pursuant to any Training Data License restrictions).  The Basic License does not grant you the right to any of the underlying algorithms, data or code that Djangotron uses to create the Toolset outputs. 

2.2 License Restrictions and Amendments.  The Basic License is also restricted by any additional terms described by Djangotron on the Website.  Djangotron may terminate or modify the scope of the Basic License granted to you at any time without notice or compensation and will not be liable to you or any third party for any loss you incur.

2.3 Feedback License.  Feedback includes anything that you create, submit, transmit or upload to Djangotron while using the Toolset, for example, any submissions, bug reports, comments, questions, testimonials, tutorials, advice, suggestions, ideas or other information you directly or indirectly provide to Djangotron through any method existing now or in the future (altogether, “Feedback”).  By providing Feedback you represent and warrant that you have all consents, licenses and rights necessary to provide and license the Feedback and you grant Djangotron a non-exclusive, irrevocable, fully-paid, royalty-free, perpetual, sub-licensable, transferrable, worldwide license to Feedback under all intellectual property and other rights you own or control to use, broadcast, disclose, display, distribute, modify, make derivative works of, publicly perform, publish, record, reproduce, sublicense (on multiple levels), translate, transmit or otherwise exploit for all purposes and in all formats and mediums and with any technology now known or hereafter developed and for all purposes without attribution, notice, permission or payment to you or a third party.  Djangotron reserves the right to review, edit, delete or block access to Feedback stored within the Toolset without notice.

2.4 Training Data License.  While Djangotron provides a Basic License to use the Toolset, users may be required, in the sole discretion of Djangotron, to purchase an additional license to use the 3D deformations or output of the Toolset for sale to third parties if used in the training of artificial intelligence algorithms or programs (each, a “Training Data License”).  Djangotron reserves the right to charge additional fees or charges for any Training Data Licenses.  If granted a Training Data License, Djangotron grants you a non-exclusive, non-sublicensable, non-transferrable, revocable, limited license to download, install and use one copy of the Toolset to be used for commercial or non-commercial means for the training of artificial intelligence algorithms or programs.  If Djangotron decides to alter the terms of any Training Data License or to include or remove such rights within a Basic License, it shall provide reasonable notice to all users before any price and/or license changes.  

2.5 Early Access Disclaimer. The Toolset licensed hereunder is an early access version and is still under development.  The Toolset may contain defects and compatibility issues and may not be safe or suitable for your computer or mobile device.  Djangotron advises that you carefully consider whether the Toolset is appropriate for your circumstances.  You agree that it is your sole responsibility to backup data and take other appropriate measure to protect your programs and data after installing the Toolset.

3. PAYMENT

3.1 Payments.  If you decide to purchase a paid license to the Toolset, you agree to pay any required fees to Djangotron (or such third-party acting on behalf of Djangotron) (each, a “Payment”).  The cost of any license shall be quoted to you prior to making any purchase or a paid license to the Toolset (each a “Purchase Price”).  Purchase Prices may vary depending on the applicable license terms and may be modified by Djangotron at any time prior to purchase.  

3.2 Payment Information.  When making a purchase, you may be required to provide Djangotron or a third-party with credit or debit card information (each a “Payment Card”) and agree that Djangotron, or a third-party payment provider on behalf of Djangotron, may initiate a Payment automatically using such Payment Card upon any purchase made for the Toolset.

3.3 Payment Renewal.  For recurring payments (each, a “Subscription”), with your consent, Djangotron shall automatically charge such Payments, on a weekly/monthly/yearly basis, as applicable, to the Payment Card you provided to Djangotron, until the date you terminate such Subscription, your submission of a cancellation request to Djangotron or our termination of your access to the Toolset.  

3.4 Refunds.  Djangotron does not currently provide refunds but un exceptional cases may provide a refund. 

4. ACCOUNTS AND USE OF TOOLSET

4.1 Account.  Use of the Toolset may require you to register a user account with Djangotron directly or with a third party and may be as simple as providing your name and/or email address (each, an “Account”).  Djangotron strongly recommends that you keep your login information confidential.  You agree to be bound by any use of your Account, including charges and purchases, whether or not authorized.  You represent and warrant that you are permitted to use the method of payment associated with your Account and agree to pay for charges and fees incurred by your Account, which are non-refundable.

4.2 Personal Data.  Accessing the Toolset may require you to provide Djangotron with personal data, which is collected, used and disclosed in accordance with Djangotron’s Privacy Policy, if any, and in compliance with legal standards applicable in your jurisdiction.  You agree to provide accurate and complete personal data to Djangotron and to update your data if it changes.  

4.3 Age of Access and Restrictions.  The Toolset is provided for people of all ages, but if you are below the age of consent in your jurisdiction, you may require the consent of your parent or guardian to use the Toolset if required by the laws applicable in your jurisdiction.

4.4 Prohibited Countries. In accessing the Toolset, you represent and warrant that you are not: (a) accessing the Toolset from a country under a United States Government embargo or a country that the United States Government has designated as a “terrorist supporting” country; or (b) listed on any United States Government list of prohibited or restricted parties. 

4.5 Hardware Requirements.  Access to the Toolset may require hardware including but not limited to a mobile computing device and an Internet connection, all meeting certain minimum specifications set by Djangotron (subject to changes of the Toolset by Djangotron) described on the Website or the third-party page from which you downloaded the Toolset, as updated on one or more occasions.  You agree to provide all hardware and the Internet connection required to use the Toolset and to pay all fees incurred by you when accessing the Toolset through an Internet connection.  

4.6 Software Requirements.  Access to the Toolset may require certain software or operating systems (such as SideFX Houdini software).  You agree that all software used with the Toolset shall be properly maintained and updated.  

5. LIMITATIONS ON USE OF THE TOOLSET

5.1 Limitations.  You agree that you will not use the Toolset in the following manner:

  a. engage conduct that results in the improper use of the Toolset;

  b. decompile, disassemble or reverse engineer the Toolset or otherwise attempt to derive the Toolset source code; 

  c. reproduce, rearrange, modify, translate, create derivative works from, display perform, publish or distribute the Toolset;

  d. use, develop or distribute automation services (bots), macro services or other utility services or knowingly exploit a flaw or bug in the Toolset;

  e. break, attempt or otherwise assist with the disruption of any computer used to support the Toolset or experience of another user;

  f. upload files that contain viruses, Trojan horses, worms, time bombs, corrupted files or data or other similar services or programs that may damage operation of the Toolset or the computers of other users;

  g. utilize the Toolset or any part thereof for commercial purposes, except pursuant to the licenses described in this EULA; 

  h. promote, encourage or conduct illegal activity including, without limitation, hacking, cracking, or the distribution of a counterfeit version of the Toolset;

i. engage in abusive, defamatory, libellous, threatening or any other conduct that is objectionable or offensive;

j. create explicit content that may materially endanger a child, cause violence or any other illegal conduct; or

k. infringe or violate the rights of a third party including but not limited to: (i) contractual rights; (ii) copyright, patent, trademark or trade secret rights; (iii) privacy rights; (iv) publicity rights; or (v) confidential information,

as determined by Djangotron in its sole discretion.  The above limitations also apply to information posted on public forums or through communication tools related to Djangotron or controlled by Djangotron including, but not limited to, the Djangotron social media pages or accounts.

6. TERM AND TERMINATION 

6.1 Term.  Djangotron may also suspend or terminate your access to the Toolset at any time for any reason (or for no reason) including but not limited to, a need to update the Toolset or your violation of the EULA, as determined in its sole discretion.  Whether a suspension or termination of access will be lifted is at the sole discretion of Djangotron.  You may terminate your access to the Toolset at any time by ceasing to use the Toolset and deleting the Toolset you have installed.  Use data collected by Djangotron through the Toolset may be retained for some time after your access to the Toolset is terminated, as described further in the Privacy Policy and as permitted by the laws applicable in your jurisdiction.

6.2 Effect of Suspension or Termination.  Upon suspension or termination, you acknowledge and agree that Djangotron shall cease to provide access to the Toolset and may delete data associated with your use of the Toolset.  You are not entitled to compensation of any kind as a result of suspension or termination, regardless of whether effected by you or Djangotron, and Djangotron is not liable to you or any third party for such suspension or termination and any related loss.

7. OWNERSHIP RIGHTS

7.1 Djangotron Ownership. All right, title and interest in and to the Toolset including but not limited to copyrights, patents, trademarks, trade secrets, trade names, computer code (source and object), titles, templates, character movements, algorithms, animations, audio-visual effects, sound effects, musical works, look and feel, as well as any methods of operation are owned by Djangotron (“Djangotron Property”).  Djangotron reserves all rights in Djangotron Property and the Toolset. 

7.2 User Ownership.  You retain all right, title and interest in all information, content and data owned or licensed by you that you upload or access through your use of the Toolset (“User Property”).  This EULA does not convey any right, title or interest in, or constitute the sale of any right to, User Property, and you represent and warrant that all consents, licenses and rights necessary to license User Property are obtained prior to the sharing any of User Property with Djangotron.  Djangotron shall not use or access User Property stored with us except when you request that Djangotron use User Property in order to facilitate your use of the Toolset and only as reasonably limited by your request, and in such cases you hereby grant Djangotron a limited and revocable license to User Property under all copyright, trademark, trade secret, patent, privacy and publicity rights and any other intellectual or industrial property rights you own or control to use, display, modify, record, translate, transmit or otherwise exploit in order to facilitate the provision of the Toolset to you and no more. 

8. DISCLAIMER, LIMITATION OF LIABILITY AND INDEMNIFICATION

8.1 DISCLAIMER.  THE TOOLSET MAY STILL BE UNDER DEVELOPMENT AND MAY CONTAIN DEFECTS AND COMPATIBILITY ISSUES AND IS PROVIDED BY DJANGOTRON “AS IS”.  DJANGOTRON, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES AND ASSIGNS (COLLECTIVELY, ITS “REPRESENTATIVES”) DISCLAIM ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, TO THE EXTENT PERMITTED BY LAW.  WITHOUT LIMITING THE FOREGOING, DJANGOTRON AND ITS REPRESENTATIVES MAKE NO REPRESENTATIONS OR WARRANTIES THAT THE TOOLSET WILL MEET YOUR REQUIREMENTS OR THAT OPERATION OF THE TOOLSET WILL BE UNINTERRUPTED, CONTINUOUSLY AVAILABLE, ERROR FREE, WILL NOT HARM YOUR HARDWARE OR RESULT IN LOST DATA OR BE SECURE AGAINST UNAUTHORIZED ACCESS.  THE TOOLSET MAY BE UNSUPPORTED AND THE EULA DOES NOT CREATE ANY OBLIGATION UPON DJANGOTRON TO DEVELOP, MAKE AVAILABLE, OFFER FOR SALE, REPAIR, SUPPORT OR RELEASE THE TOOLSET (OR THE TOOLSET).  NO ORAL ADVICE OR WRITTEN INFORMATION PROVIDED BY DJANGOTRON OR ITS REPRESENTATIVES, WILL CREATE ANY WARRANTY AND YOU SHALL NOT RELY UPON SUCH ADVICE OR INFORMATION.  YOU BEAR THE ENTIRE RISK AS TO THE PERFORMANCE, OPERATION AND QUALITY OF THE TOOLSET. 

8.2 LIMITATION OF LIABILITY.  DJANGOTRON AND ITS REPRESENTATIVES, SHALL NOT BE LIABLE TO YOU FOR ANY CLAIM, LOSS OR DAMAGE OF ANY KIND ARISING OUT OF OR RELATING TO THE TOOLSET INCLUDING WITHOUT LIMITATION DIRECT, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, EVEN IF DJANGOTRON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM, LOSS OR DAMAGE.  TO THE EXTENT THAT THE ABOVE LIMITATION OF LIABILITY IS NOT APPLICABLE IN YOUR JURISDICTION, ANY CLAIM THAT YOU MAY HAVE AGAINST DJANGOTRON AND ITS REPRESENTATIVES MUST BE COMMENCED NO LATER THAN 6 MONTHS AFTER THE DAY ON WHICH THE CLAIM IS DISCOVERED OR OUGHT TO HAVE BEEN DISCOVERED BY YOU.

8.3 DJANGOTRON’S AGGREGATE LIABILITY.  PLEASE NOTE THAT SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN TERMS OR WARRANTIES OR EXCLUSION OF LIABILITY FOR CERTAIN DAMAGES AND, IF ANY DISCLAIMER OR LIMITATION OF LIABILITY IS FOUND UNENFORCEABLE, VOID OR DOES NOT FULLY SHIELD DJANGOTRON AND ITS REPRESENTATIVES FROM LIABILITY, YOU AGREE THAT YOUR SOLE REMEDY, AND DJANGOTRON AND ITS REPRESENTATIVES’S AGGREGATE LIABILITY, IS FOR YOU TO TERMINATE USE OF THE TOOLSET.

8.4 Indemnity.  You shall defend and indemnify Djangotron against any claim, demand, suit or proceeding (each, a “Claim”) made or brought against Djangotron in connection with your use of the Toolset, including Claims that through the use of the Toolset you (i) infringe or misappropriate a third party’s intellectual property rights, (ii) violate any applicable laws, (iii) breach the terms of this EULA, or (iv) commit an act of gross negligence or intentional misconduct.  

9. GENERAL

9.1 Governing law.  The EULA is governed by and construed under the laws of the province of British Columbia.  If a dispute arises, you agree that such dispute be resolved by courts located in Vancouver, British Columbia and hereby submit to the personal jurisdiction of such courts.

9.2 Severability.  To the extent any section, clause, provision or sentence or part thereof of the EULA is determined to be illegal, invalid or unenforceable by competent authority in any jurisdiction, then that portion shall be severed, and the remainder of the EULA given full force and effect.

9.3 No Waiver.  Djangotron’s failure to assert or enforce any right contained in the EULA shall not constitute a waiver of that right.

9.4 Survival.  Sections 2 though 9 survive termination of the EULA.

9.5 Entire Agreement.  The EULA constitutes the entire agreement between you and Djangotron with respect to the subject matter hereof and supersedes any prior oral or written agreements, communications, representations or undertakings provided.

9.6 Contact.  You may contact Djangotron regarding this EULA by emailing us at info@procedural-anatomy.com.

9.7 Updates. Djangotron agrees to notify you of an update to the EULA via any email you provide to Djangotron or by a posting on the Website.  You are deemed to accept an update by continuing to use the Toolset.  Unless Djangotron states otherwise, updates are automatically effective 30 days after posting or as soon as you agree to any updated EULA, whichever occurs first.