IMPORTANT NOTICE: PLEASE READ CAREFULLY: This licence agreement (Licence) is a legal agreement between you (Licensee or you) and MESHMELLOW CO.,LTD., a company incorporated in China having its registered office at 1F, bldg. 8, No.1083, huoshan road, Yangpu district, Shanghai and trading as Muvizu (we or us) for Muvizu:Play available on the website operated by us - Muvizu:Play includes computer software, the data supplied with it, the associated media, characters and online documentation (Software).

By clicking on the accept button below you agree to the terms of this licence which will bind you and your employees. This licence will commence on the date you accept it (Effective Date). If you do not agree to the terms of this licence, we are unwilling
to license the software and you will not be able to use it.

This licence allows you to use the Software for the purpose of making and using animations as set out in this licence (Permitted Purpose).

1          DELIVERY OF SOFTWARE

1.1       We will make the Software available for download on the website operated by us from time to time, currently muvizu.com (Website), or via a disk, a cloud download or USB supplied by an authorized Meshmellow reseller. This licence applies
only to versions of Muvizu:Play downloaded from the Website or supplied by an authroized Meshmellow reseller we do not grant you any licence to use any version of Muvizu:Play obtained from any other source not authorised by us.

1.2       You will be deemed to accept the Software upon its installation.

2          SOFTWARE AND ANIMATIONS LICENCE

2.1       In consideration of you agreeing to abide by the terms of this Licence, from the Effective Date we grant to you a non-exclusive, non-transferable worldwide licence to use the Software for the Permitted Purpose and for your own, non-commercial
use subject to the restrictions set out in this Licence.

2.2       You shall use the Software only for the purpose of making animations (including video or still footage) (Animations) and, without limiting the foregoing generality, you shall not:

2.2.1    make or derive any product from the Software other than Animations;

2.2.2    remove any copyright notice from the Software;

2.2.3    work around any technical limitations in the Software or decompile, modify, reverse engineer, publicly display, prepare derivative works based on the Software, disassemble or otherwise reproduce it;

2.2.4    rent-out, sell, mortgage, charge, assign lease, barter, sub-license, distribute, publish or transmit the Software, or provide means for any other party to do so or otherwise deal in any way with all or any part of the Software or  attempt to or purport to do any such acts.

2.3       You shall notify us immediately on becoming aware of any unauthorised possession and/or use of the Software or any Animations by any third party.

2.4       You acknowledge and agree that you have no right to use the Software and /or the Animations otherwise than in accordance with the terms of this Licence.

2.5       You shall acknowledge us as the product owner of the Software using the copyright notice provided by us on the Software from time to time, currently © Meshmellow Co.,ltd., 2018 -2019.

2.6       The software contains third-party software programs, which we are entitled to sub-licence to you as set out in this Licence. The licence terms of those third parties apply - please see the Schedule for more information.

3          ANIMATIONS LICENCE

3.1       In consideration of you agreeing to abide by the terms of this Licence, from the Effective Date we grant to you a non-exclusive, non-transferable worldwide licence to use Animations produced by you for your own, non-commercial use subject to
the restrictions set out in this Licence.

3.2       You shall not make Animations available for any commercial activity, including any activity that either directly or indirectly generates revenue, unless you have purchased a Muvizu: Play+ or Muvizu: Play Pro Add-On (see Clauses 4).

3.3       You shall not remove the Muvizu watermark from any Animation unless you have purchased a Muvizu: Play+ or Pro Add-On (see Clauses 4).

3.4       You acknowledge that you are not, under any circumstances (even if you have a Muvizu: Play+ Add-On), permitted to commercialise the process of making Animations, whether by way of performing real time demonstrations, puppetry or otherwise.

4          MUVIZU:PLAY+ ADD-ON OR PRO

4.1       You have the option to purchase Muvizu:Play+ as an add on to Muvizu:Play (Muvizu:Play+ Add-On) in return for a one off payment (the Muvizu: Play+ Fee). The Muvizu:Play+ Fee payment price is determined by your geographical location and from time to time Special promotional pricing.

4.2       If you purchase a Muvizu:Play+ or Pro Add-On, in consideration of your payment of the Muvizu:Play+ or Pro Fee, in addition to the rights noted at Clause 3.1 above and in this Clause 4 we grant to you a non-exclusive, non-transferable worldwide licence to use the Animations produced using Muvizu:Play+ for the purpose of directly or indirectly generating revenue.

4.3       Muvizu:Play+ or Pro offers the following additional features:

4.3.1    full 1920 x 1080 watermark free rendering for all Animations, without time limit on length of Animation;

4.3.2    ability to import FBX objects;

4.3.3    ability to import character attachments;

4.3.4    ability to have characters holding objects.

4.3.5     ability to render layers

4.3.6    ability to purchase content packs

4.4       Muvizu:Play+ or Pro offers the following support:

4.4.1    email support at snow.tu@meshmellow.cn

4.4.2    website support at  Menu (Help->Support)

4.5       We aim to respond to all support requests within one business day of receipt (Monday to Friday) by either requesting more information or by redirecting you to a known solution to your problem. Kaderby Media srl is an authorized Reseller and is not responsible for any technical issue on the software or installation procedures or maintenance processes or migration options. Any support request must be mailed to snow.tu@meshmellow.cn

5          INTELLECTUAL PROPERTY RIGHTS

5.1       You acknowledge that all intellectual property rights including, without limitation, copyright, database rights, design rights, patents, trademarks, service marks, trade names and other rights in goodwill, rights in know-how, trade secrets and other confidential information, whether registered on unregistered) (IPRs)  in the Software belong and shall belong to us or our licensors, and you shall have no rights in or to the Software other than the right to use it in accordance with the terms of this Licence.

5.2       No IPRs in the Software or any other deliverables or content given to you by us are or will be transferred to you under this Licence.

5.3       You shall not delete, alter or change in any way any copyright notices or proprietary marks contained within the Software or on any physical media on which the Software is stored or which accompanies the Software.

5.4       You shall not use any names or trademarks of us and/or of any third party contained in the Software, whether registered or unregistered, except as part of a copyright notice or proprietary notice, or to the extent permitted by our prior
written consent.

5.5       We operate an interactive Website for Software users. Any ideas you contribute to this Website discussion forum will be viewed by us and any other participants in the forum. By posting any comments on the forum you will be deemed to grant
a non-exclusive, royalty free, perpetual and irrevocable licence to us and all other participants of the forum to use for any purpose any concepts, ideas or other intellectual property rights disclosed by you on the forum. See http://www.muvizu.com/Info/Terms_of_use for more information.

6          WARRANTIES AND UNDERTAKINGS

6.1       You acknowledge and agree that you shall:-

6.1.1    not incur any liability on behalf of us or purport to make any contract binding upon us; and

6.1.2    permit any of our duly authorised representatives upon reasonable notice to enter into your premises where any Software or related materials are stored for the purpose of ascertaining that you are complying with this Licence.

6.2       You acknowledge and agree that, in entering into this Licence, you do not do so in reliance on any representation, warranty or other provision except as expressly provided in this Licence and any conditions, warranties, representations (excluding fraudulent misrepresentations), understandings or other terms, whether express or implied, statutory or otherwise, are excluded from this Licence to the fullest extent permitted by law.

7          LIABILITY

7.1       You accept the Software as is. You acknowledge that the Software may not be free of bugs or errors and you agree that the existence of any errors shall not constitute a breach of this Licence.

7.2       No representations, conditions, warranties or other terms of any kind are given by us in respect of the Software, and all statutory warranties and conditions are excluded to the fullest extent possible by us.

7.3       Nothing in this Licence shall limit or exclude the liability of either party for:-

7.3.1    death or personal injury resulting from negligence; or

7.3.2    fraud or fraudulent misrepresentation; or

7.3.3    breach of the terms implied by section 12 of the Sale of Goods Act 1979; or

7.3.4    breach of section 2 of the Consumer Protection Act 1987; or

7.3.5    the deliberate default or wilful misconduct of that party, its employees, agents or subcontractors.

7.4       Notwithstanding
Clause 7.3, if you have purchased a Muvizu:Play+ Add-On our total liability under this Licence or otherwise (whether or not caused by the negligence of us, our employees or agents) arising out of or in connection with this Licence shall not exceed:(i) where you have purchased a Muvizu:Play+ Add-On, the amount paid at time of purchase for the Muvizu:Play+ Add-On.

8          INDEMNITY

8.1       You shall on demand indemnify us (together with its officers, employees, consultants, servants, agents and representatives) and keep us fully indemnified against any and all actions, proceedings, liability, loss, damages, costs, (including legal costs),
professional and other expenses of any nature whatsoever incurred or suffered by us arising out of or in connection with any breach by you of the terms of this Licence including any unauthorised
use of the Software by you and/or any third party (whether through misuse of the Software or otherwise).

9          TERM AND TERMINATION

9.1       This Licence shall come into effect on the Effective Date and shall continue perpetually unless it is terminated in accordance with this Clause 9.

9.2       This Licence shall terminate immediately and automatically without further notice to you if you are in breach of any of the provisions of this Licence.

9.3       We may terminate this Licence immediately by written notice to you if:

9.3.1    a petition for a bankruptcy order to be made against you has been presented to the court; or

9.3.2    (if you are a company) you become insolvent or unable to pay debts (within the meaning of section 123 of the Insolvency Act 1986), enter into liquidation, whether voluntary or compulsory (other than for reasons of bona fide amalgamation or reconstruction), pass a resolution for winding-up, have a receiver or administrator manager, trustee, liquidator or similar officer appointed over the whole or any part of your assets, make any composition or arrangement with your creditors or take or suffer any similar action in consequence of debt.

9.4       Upon termination of this Licence for any reason:-

9.4.1    all rights granted to you under this Licence shall cease;

9.4.2    you must cease all activities authorised by this Licence; and

9.4.3    you must immediately delete or remove the Software from all computer equipment in your possession and immediately destroy or return to us (at our option) all copies of the Software then in your possession, custody or control and, in the
case of destruction, certify to us that you have done so.

10        ANNOUNCEMENTS

Subject to the terms of our Privacy Policy http://www.muvizu.com/Info/Privacy, we shall be entitled to make any press release or other public announcement concerning the existence or terms of this Licence and to use your name to acknowledge that you are working with the Software.

11        TRANSFER OF RIGHTS AND OBLIGATIONS

11.1     This Licence is binding on you and us and on our respective successors and assigns.

11.2     You may not transfer, assign, charge or otherwise dispose of this Licence, or any of your rights or obligations arising under it, without our prior written consent.

11.3     We may transfer, assign, charge, sub-contract or otherwise dispose of this Licence, or any of his rights or obligations arising under it, at any time during the term of the Licence.

12        NOTICES

12.1     All notices given by you to us must be given at the address noted at the start of this Licence. We may give notice to you at either the e-mail or postal address you provided when registering for the Website. Notice will be deemed received and properly served 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.

13        EVENTS OUTSIDE our CONTROL

13.1     We will not be liable or responsible for any failure to perform, or delay in performance of, any of its obligations under this Licence that is caused by an event outside our reasonable control (Force Majeure Event).

13.2     A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following:-

13.2.1   strikes, lock-outs or other industrial action;

13.2.2   civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;

13.2.3   fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster;

13.2.4   impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport;

13.2.5   impossibility of the use of public or private telecommunications networks; and

13.2.6   the acts, decrees, legislation, regulations or restrictions of any government.

13.3     Our performance under this Licence is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use reasonable endeavours
to bring the Force Majeure Event to a close or to find a solution by which our obligations under this Licence may be performed despite the Force Majeure Event.

14        WAIVER

14.1     If we fail, at any time during the term of this Licence, to insist on strict performance of any of your obligations under this Licence, or if we fail to exercise any of the rights or remedies to which we are entitled under this Licence, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations.

14.2     A waiver by us of any default shall not constitute a waiver of any subsequent default.

14.3     No waiver by us of any of these terms and conditions shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing.

15        SEVERABILITY

15.1     If any of the terms of this Licence are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions
and provisions which will continue to be valid to the fullest extent permitted by law.

16        ENTIRE AGREEMENT

16.1     This Licence and any document expressly referred to in it constitute the whole agreement between us and supersedes any previous arrangement, understanding or agreement between us, relating to the licensing of the Software.

16.2     We each acknowledge that, in entering into this Licence (and the documents referred to in it), neither of us relies on any statement, representation, assurance or warranty (Representation) of any person (whether a party to this Licence or not) other than as expressly set out in this Licence or those documents.

16.3     Each of us agrees that the only rights and remedies available to us arising out of or in connection with a Representation shall be for breach of contract as provided in this Licence.

16.4     Nothing in this Clause shall limit or exclude any liability for fraud.

17        LAW AND JURISDICTION

17.1     This Licence, its subject matter or its formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with Scots law and submitted to the non-exclusive jurisdiction of the Scottish courts.

SCHEDULE

THIRD PARTY SOFTWARE

Muvizu:Play is powered by Unreal® Engine ™ 3. Unreal® is a registered trademark of Epic Games, Inc.

Unreal® Engine, Copyright 1998-2011, Epic Games, Inc. All rights reserved.

The Powered by Unreal Technology logo is a registered trademark of Epic Games, Inc. in the United States and elsewhere.

This product includes code licensed from NVIDIA  and uses Scaleform GFx © 2009 Scaleform Corporation. All rights reserved.

This application uses NaturalMotion animation technology.

Also included are:

zlib - Copyright © 1995-2004 Jean-loup Gailly and Mark Adler. (licence terms: http://www.gzip.org/zlib/zlib_license.html)

Ogg Vorbis libs - Copyright © 2009, Xiph.Org Foundation. (licenceterms: http://www.xiph.org/licenses/bsd/)

libxml2(used by Collada) - The MIT licence. © 1998-2003, Daniel Veillard. All rights .

Smilage font (used in menus) - Copyright © 2001 -a-licious Fonts "Free fonts for the little ". (http://www.fontalicious.com)

Installer Scriptable Install System (NSIS). © 1995-2009, Contributors. (http://nsis.sourceforge.net/Main_Page)

DirectShow - (used in the VideoJoiner). Copyright © 2005-2007, Contributors. Licensed under LGPL licences. (http://directshownet.sourceforge.net)

DESCombineLibrary - (used in the VideoJoiner). Copyright © 2007, Contributors. Public domain.

SharpZLib Version 0.85.5 - (used in the launcher). Copyright © 2008, Contributors. Licensed under GPL terms with an exception see here: http://www.icsharpcode.net/OpenSource/SharpZipLib/

Any source code for GPL, LGPL or any other open source software we are using may be downloaded directly from the owner's site or on request we will supply it.