Twinmotion End User License Agreement

Please read this Agreement carefully. It is a legal document that explains your rights and obligations related to your use of the Software, which includes the Twinmotion application, the BIMmotion application, and related plugins. By downloading or using the Software, or by otherwise indicating your acceptance of this Agreement, you are agreeing to be bound by the terms of this Agreement. If you do not or cannot agree to the terms of this Agreement, please do not download or use this Software.

Please review Epic’s Privacy Policy found at https://www.epicgames.com/privacypolicy, which also governs your use of the Software, to understand our practices. Your use of the Software is also governed by Epic’s Terms of Service, which may be found at https://www.epicgames.com/tos. By downloading or using the Software, you also agree to Epic’s Terms of Service and acknowledge that you have read Epic’s Privacy Policy.

Certain words or phrases are defined to have certain meanings when used in this Agreement. Those words and phrases are defined below in Section 13.

NOTE: THIS AGREEMENT IS SUBJECT TO A WAIVER OF CLASS ACTION RIGHTS, AS DETAILED IN SECTION 9.

License Grant
Licensor grants you a personal, non-exclusive, non-transferable, non-sublicensable limited right and license to use the Software for any lawful purpose (the “License”). The rights that Licensor grants you under the License are subject to the terms of this Agreement, and you may only make use of the License if you comply with all applicable terms.

The License becomes effective on the date you accept this Agreement. The Software is licensed, not sold, to you under the License. The License does not grant you any title or ownership in the Software.

2. License Conditions

You may not do any of the following with respect to the Software or any of their parts: (a) copy, reproduce, display, perform, or otherwise use it in a way that is not expressly authorized in this Agreement; (b) sell, rent, lease, license, distribute, or otherwise transfer it; provided, however, that BIMmotion applications may be transferred to third parties for the sole purpose of sharing and viewing Twinmotion projects; (c) reverse engineer, derive source code from, modify, adapt, translate, decompile, or disassemble it or make derivative works based on it; (d) remove, disable, circumvent, or modify any proprietary notice or label or security technology included in it; (e) use it to infringe or violate the rights of any third party, including but not limited to any intellectual property, publicity, or privacy rights; or (f) use, export, or re-export it in violation of any applicable law or regulation.

3. Updates and Patches

Licensor may provide patches, updates, or upgrades to the Software that must be installed in order for you to continue to use the Software. Licensor may update the Software remotely without notifying you, and you hereby consent to Epic applying patches, updates, and upgrades. Licensor may modify, suspend, discontinue, substitute, replace, or limit your access to any aspect of the Software. Licensor does not have any maintenance or support obligations with respect to the Software. Licensor does not have any obligation to make any patches, updates, or upgrades of the Software available, nor does Licensor have any obligation to continue to make available for access or download any or all versions of the Software.

4. Feedback

If you provide Licensor with any Feedback, you hereby grant Licensor a non-exclusive, fully-paid, royalty-free, irrevocable, perpetual, transferable, sublicensable license to use, reproduce, distribute, modify, adapt, prepare derivative works based on, publicly perform, publicly display, make, have made, use, sell, offer to sell, import, and otherwise exploit that Feedback for any purposes, for all current and future methods and forms of exploitation in any country.

5. Ownership

Your use of the Software does not grant to Licensor any right, title, or interest in any of the content that you produce using the Software or any of the content that you import into the Software.

Licensor and its licensors own all title, ownership rights, and intellectual property rights in the Software. The Twinmotion mark is a registered trademark of Licensor. All rights granted to you under this Agreement are granted by express license only and not by sale. No license or other rights shall be created hereunder by implication, estoppel, or otherwise.

6. Disclaimers and Limitation of Liability

The Software are provided on an “as is” and “as available” basis, “with all faults” and without warranty of any kind. Licensor , its affiliates, and its and their licensors and service providers (collectively, the “Licensor Parties”) disclaim all representations, warranties and conditions (whether express or implied) with respect to the Software, including without limitation regarding non-infringement, merchantability, or fitness or suitability for any purpose (whether or not Licensor knows or has reason to know of any such purpose), whether arising under law, by reason of custom or usage in the trade, or by course of dealing. Without limiting the generality of the foregoing, the Licensor Parties make no warranty that (1) the Software will operate properly, (2) the operation of the Software will be uninterrupted or free of bugs, errors, or malware (such as viruses), or (3) any defects in the Software can or will be corrected. This paragraph will apply to the maximum extent permitted by applicable law.

To the maximum extent permitted by applicable law, the Licensor Parties shall not be liable for any loss of profits or any indirect, incidental, consequential, special, punitive, or exemplary damages arising out of or in connection with this Agreement, the Software, even if a Licensor Party has been advised of the possibility of such damages. Further, to the maximum extent permitted by applicable law, the aggregate liability of the Licensor Parties arising out of or in connection with this Agreement or the Software will not exceed the greater of (A) the total amounts you have paid (if any) to Licensor for the particular Software to which the liability relates during the twelve (12) months immediately preceding the events giving rise to such liability or (B) Five Hundred Dollars (USD $500). These limitations and exclusions regarding damages apply even if any remedy fails to provide adequate compensation.

Notwithstanding the foregoing, some countries, states, provinces or other jurisdictions do not allow the exclusion of certain warranties or the limitation of liability as stated above, so the above terms may not apply to you. Instead, in such jurisdictions, the foregoing exclusions and limitations shall apply only to the extent permitted by the laws of such jurisdictions. Also, you may have additional legal rights in your jurisdiction, and nothing in this Agreement will prejudice the statutory rights that you may have as a consumer of the Software.

7. Termination

Without limiting any other rights of Licensor, this Agreement will terminate automatically without notice if you fail to comply with any of its terms and conditions. You may also terminate this Agreement by deleting all copies of the Software. Upon any termination, the License will automatically terminate, you may no longer exercise any of the rights granted to you by the License, and you must destroy all copies of the Software in your possession.

Sections 2, 4-10, 11-13 will survive any termination of this Agreement.

8. Governing Law and Jurisdiction

You agree that this Agreement will be deemed to have been made and executed in the State of North Carolina, U.S.A., and any dispute will be resolved in accordance with the laws of North Carolina, excluding that body of law related to choice of laws, and of the United States of America. Any action or proceeding brought to enforce the terms of this Agreement or to adjudicate any dispute must be brought in the Superior Court of Wake County, State of North Carolina or the United States District Court for the Eastern District of North Carolina. You agree to the exclusive jurisdiction and venue of these courts. You waive any claim of inconvenient forum and any right to a jury trial. The Convention on Contracts for the International Sale of Goods will not apply. Any law or regulation which provides that the language of a contract shall be construed against the drafter will not apply to this Agreement.

9. Class Action Waiver

You agree not to bring or participate in a class or representative action, private attorney general action, or collective arbitration related to the Software or this Agreement. You also agree not to seek to combine any action or arbitration related to the Software or this Agreement with any other action or arbitration without the consent of all parties to this Agreement and all other actions or arbitrations.

10. U.S. Government Matters

The Software is a “Commercial Item” (as defined at 48 C.F.R. §2.101), consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation” (as used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable). The Software is being licensed to U.S. Government end users only as Commercial Items and with only those rights as are granted to other licensees under this Agreement.

You represent and warrant to Licensor that you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country, and that you are not listed on any U.S. Government list of prohibited or restricted parties.

11. Amendments of this Agreement

Licensor may issue an amended Agreement at any time in its discretion by posting the amended Agreement on its website or by providing you with digital access to the amended Agreement through the Software or other means. You are not required to accept the amended Agreement. However, in order to download or use a new version of the Software, you must accept the amended Agreement. If you do not accept the amended Agreement, you may not download or use any new version of the Software that is made available by Licensor contemporaneously with or after the issuance of that amended Agreement (but this will not terminate your license for the Software that you downloaded prior to the issuance of the amended Agreement). By using any new version of the Software after the amended Agreement becomes effective or otherwise indicating your acceptance of the amended Agreement, you are agreeing to be bound by the terms of the amended Agreement.

12. Assignment

You may not, without the prior written consent of Licensor , assign, transfer, charge, or sub-contract all or any of your rights or obligations under this Agreement, and any attempt without that consent will be null and void. If restrictions on transfer of the Software in this Agreement are not enforceable under the law of your country, then this Agreement will be binding on any transferee of the Software. Licensor may at any time assign, transfer, charge, or sub-contract all or any of its rights or obligations under this Agreement without notice to you.

13. Definitions

As used in this Agreement, the following capitalized words have the following meanings:

Feedback” means any feedback or suggestions that you provide to Licensor regarding the Software or other Licensor products and services.

Licensor” means Ka-Ra SAS, registered under company registration number 453 903 114 RCS Strasbourg and having its principal business office at 39-41 Rue Du Jeu Des Enfants, 67000 Strasbourg, France.

Software” means Licensor’s proprietary applications known as Twinmotion and BIMmotion, and all of Licensor’s proprietary plugins for those applications. The term “Software” also includes any patches, updates, and upgrades to such Software, and all related content and documentation provided with or for the Software, additionally including but not limited to all software code, titles, themes, objects, characters, names, dialogue, catch phrases, locations, stories, artwork, animation, concepts, sounds, audio-visual effects, methods of operation, and musical compositions that are related to such Software, and any copies of any of the foregoing.

14. Miscellaneous

This Agreement constitutes the entire agreement between you and Licensor relating to the subject matter covered by this Agreement. All other communications, proposals, and representations with respect to the subject matter covered by this Agreement are excluded.

The original of this Agreement is in English; any translations are provided for reference purposes only. You waive any right you may have under the law of your country to have this Agreement written or construed in the language of any other country.

This Agreement describes certain legal rights. You may have other rights under the laws of your jurisdiction. This Agreement does not change your rights under the laws of your jurisdiction if the laws of your jurisdiction do not permit it to do so. Limitations and exclusions of warranties and remedies in this Agreement may not apply to you because your jurisdiction may not allow them in your particular circumstance. In the event that certain provisions of this Agreement are held by a court or tribunal of competent jurisdiction to be unenforceable, those provisions shall be enforced only to the furthest extent possible under applicable law and the remaining terms of this Agreement will remain in full force and effect.

Any act by Licensor to exercise, or failure or delay in exercise of, any of its rights under this Agreement, at law or in equity will not be deemed a waiver of those or any other rights or remedies available in contract, at law or in equity.

You agree that this Agreement does not confer any rights or remedies on any person other than the parties to this Agreement, except as expressly stated.

Licensor’s obligations are subject to existing laws and legal process, and Licensor may comply with law enforcement or regulatory requests or requirements despite any contrary term in this Agreement.