Licenses

Imaginary Labs offers downloadable software that allows users to access, visualize and utilize a library of assets for creating dynamic lighting scenes. This End User License Agreement (EULA) establishes a binding agreement between Imaginary Labs, Inc. ("Imaginary Labs," "Us," "Our," or "We") and you (or the company you represent), collectively referred to as "You" or "Your."This EULA governs Your use of a specific Imaginary Labs digital product Carbon, which comprises downloadable software ("Software").

This agreement is solely between Imaginary Labs and You; any third party whose services the Software may connect to is not involved. Separate license terms may apply to Your use of such third-party software.BY CLICKING THE "AGREE" BUTTON AND/OR DOWNLOADING, INSTALLING, AND USING THE SOFTWARE, YOU (a) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS EULA; (b) REPRESENT THAT YOU ARE 18 YEARS OF AGE OR OLDER OR OTHERWISE LEGALLY ABLE TO ENTER INTO A BINDING AGREEMENT IN YOUR JURISDICTION; AND (c) ACCEPT THIS EULA AND AGREE TO BE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT DOWNLOAD, INSTALL, OR USE THE SOFTWARE.

By downloading, installing, or otherwise using the software, you:Acknowledge that you have fully read, understand, and agree to be bound by the terms of this EULA, along with Imaginary Labs' terms of use and other supplemental policies; and
Represent and warrant that you are 18 years of age or older and have the authority to enter into this EULA, or if you are a legal entity, you have the right, power, and authority to bind such entity to these terms. If you are under the age of 18 (or the legal age of majority in your jurisdiction), your parent or legal guardian must consent to these Terms and your use of the Imaginary Labs services and Software.

IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, DO NOT INSTALL OR USE THE SOFTWARE. IF YOU DO NOT HAVE THE AUTHORITY STIPULATED ABOVE, IMAGINARY LABS WILL NOT AND DOES NOT LICENSE THE SOFTWARE TO YOU, AND YOU MUST NOT DOWNLOAD, INSTALL, OR USE THE SOFTWARE. NO LICENSE IS GRANTED (WHETHER EXPRESSLY, BY IMPLICATION, OR OTHERWISE) UNDER THIS EULA, AND ALL RIGHTS CONCERNING THE SOFTWARE ARE EXPRESSLY EXCLUDED IF YOU DID NOT LAWFULLY ACQUIRE THE SOFTWARE.

In consideration of the mutual promises and covenants contained herein, You and Imaginary Labs agree as follows:Grant of License. Subject to the terms and conditions of this EULA, Imaginary Labs grants You a non-transferable, non-sublicensable, non-exclusive limited license to access, download, install, and use the Software in accordance with any user manuals, technical specifications, or other materials provided by Imaginary Labs that describe the installation, use, and technical specifications of the Software (the "Documentation") on a device owned by You. The license granted herein is solely in connection with and during Your subscription with Imaginary Labs. If You wish to use the Software on more than one device simultaneously, You must purchase an appropriate number of licenses.

Other Rights and Limitations. You shall not directly or indirectly:
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Use or make copies of the Software beyond the scope of the license granted hereunder;
Modify, translate, adapt, or create derivative works of the Software or any part thereof;
Reverse engineer, decompile, disassemble, decode, or otherwise attempt to gain access to the Software's source code or any part thereof;Combine the Software or any part of it with any other program;
Remove, delete, obscure, or alter any copyright, trademark, patent, or other intellectual property notices provided on or with the Software;Rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software, or any features or functionality of the Software, to any third party for any reason;Use the Software in violation of any law, rule, or regulation; and Use the Software to assess a competitive analysis of the Software to develop a competing Software or service, or any other purpose that is to Imaginary Labs' commercial disadvantage.Responsibility for Use. You agree to use the Software in accordance with this EULA, other Imaginary Labs terms and policies, and the specifications. You further agree that you may be liable for actions and failure to take required actions with respect to the Software by You or any user to whom You provide access to the Software.Updates. Imaginary Labs may, at its sole discretion, provide updates, patches, bug fixes, new versions, and other error corrections (collectively, "Updates") from time to time. Updates may also modify or delete certain features and functionality. You agree that Imaginary Labs has no obligation to provide Updates or to continue to provide any particular features or functionality. You further agree that all Updates will be deemed part of the Software and be subject to all terms and conditions of this EULA.Ownership. You acknowledge and agree that the Software is provided under license, and not sold, to you. Notwithstanding anything to the contrary herein, except for the limited rights expressly granted herein, Imaginary Labs has and will retain all rights, title, and interest (including, without limitation, all patent, trademark, copyright, trade secret, and other intellectual property rights) in and to the Software and all copies, modifications, and derivative works thereof. You acknowledge that no ownership rights are being conveyed to You under this EULA or otherwise.Collection and Use of Your Information. You acknowledge that when you download, install, or use the Software, Imaginary Labs may use automatic means (including, for example, cookies and web beacons) to collect information about your device and use of the Software. You may be required to provide certain information about yourself as a condition for downloading, installing, or using the Software or certain features or functionality thereof. All information collected through or in connection with this Software is subject to Imaginary Labs' Privacy Policy, if any, as modified from time to time. By downloading, installing, using, and providing information to or through this Software, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.Term and Termination. This EULA and any license granted hereunder will commence on the date You accept this EULA and make use of the Software and shall remain in effect until terminated as follows (the "Term"): (i) You may terminate this EULA by deleting the Software and all copies from your device; and (ii) Imaginary Labs may terminate this EULA at any time without notice. Additionally, this EULA will terminate immediately and automatically without notice if You violate any of its terms and conditions. Without prejudice to any other rights, Imaginary Labs may terminate this EULA if You fail to comply with this EULA or other Imaginary Labs terms and policies.Upon expiration or termination of this EULA: (i) all rights granted to You hereunder will terminate, and (ii) You must cease use of the Software and destroy all copies in Your possession. Termination will not limit any of Imaginary Labs' rights or remedies at law or in equity. Notwithstanding termination, Sections 5, 8, 9, 10, 11 shall survive and continue to apply.

DISCLAIMER. THE SOFTWARE AND DOCUMENTATION ARE PROVIDED "AS IS" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IMAGINARY LABS, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SOFTWARE AND DOCUMENTATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, IMAGINARY LABS PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE LICENSED SOFTWARE WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

Limitation of Liability.

You are not entitled to receive damages from Imaginary Labs for any cause relating to Your use of the Software, any services provided by Imaginary Labs, or any third party in connection with Your use of the Software. In addition, You shall not be entitled to obtain any injunctive relief or otherwise enjoin, restrain, or otherwise interfere with Imaginary Labs or with the distribution, operation, development, or performance of the Software or any related products.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL IMAGINARY LABS BE LIABLE TO YOU FOR ANY DAMAGES WHATSOEVER ARISING OUT OF YOUR USE OF OR INABILITY TO USE THE SOFTWARE. IN NO EVENT SHALL IMAGINARY LABS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF DATA, LOST PROFITS, OR LOST BUSINESS OPPORTUNITIES, REGARDLESS OF THE LEGAL THEORY UNDER WHICH SUCH DAMAGES ARE SOUGHT, AND EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. IMAGINARY LABS SHALL HAVE NO LIABILITY WITH RESPECT TO THE CONTENT OF THE SOFTWARE OR ANY PART THEREOF, INCLUDING BUT NOT LIMITED TO ERRORS OR OMISSIONS CONTAINED THEREIN, LIBEL, INFRINGEMENTS OF RIGHTS OF PUBLICITY, PRIVACY, TRADEMARK RIGHTS, BUSINESS INTERRUPTION, PERSONAL INJURY, LOSS OF PRIVACY, MORAL RIGHTS, OR THE DISCLOSURE OF CONFIDENTIAL INFORMATION. INSTALLATION OF THE SOFTWARE INDICATES YOUR ACCEPTANCE OF THESE TERMS.

Force Majeure. Imaginary Labs will not be responsible or liable to You, or deemed in default or breach by reason of any failure or delay in the performance of its obligations hereunder where such failure or delay is due to civil disturbances, riot, rebellion, strikes, labor disputes, war, terrorist attack, riot, rebellion, natural disaster, acts of God, flood, fire, sabotage, fluctuations, or non-availability of electrical power, heat, light, air conditioning, loss of equipment, destruction of property, and any other circumstances or causes beyond Imaginary Lab's reasonable control.Indemnification. You agree to indemnify and hold Imaginary Labs and its subsidiaries, affiliates, officers, employees, agents, partners, and licensors harmless from any claim or demand, including reasonable attorney's fees, made by any third party due to or arising out of Your use of the Software, Your violation of this EULA, or Your violation of any rights of another.Miscellaneous Terms.Entire Agreement; Assignment. This EULA, together with Imaginary Labs' supplemental terms and agreements, if any, constitutes the entire agreement between the parties and supersedes any prior understanding or representation of any kind. You shall not assign any of Your rights or delegate any of Your obligations hereunder. Imaginary Labs may assign this EULA (or any of its rights and obligations) without Your consent and without notice. This Agreement is binding upon and inures to the benefit of the parties hereto and their permitted successors and assigns.
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Severability. If any provision herein is deemed by a court of competent jurisdiction (or arbitrator) to be unenforceable for any reason, such enforceable provision of a lesser duration or effect shall be substituted; provided, however, the unenforceability of any term or sentence (or any other portion) of this Agreement shall not affect the enforceability of the remainder of this EULA.No Waiver. Imaginary Labs' failure to enforce any provision hereof will not be construed as a waiver of any such provision, nor prevent Imaginary Labs thereafter from enforcing the provision or other provision hereof. The rights granted are cumulative, and election of one will not constitute a waiver to assert other legal and equitable remedies available.Choice of Law, Jurisdiction, and Venue. This EULA shall be construed in accordance with, and governed in all respects by, the laws of the State of Florida, without regard to conflicts of law principles. The parties consent to the jurisdiction of all Federal and State Courts in the State of Florida. The Parties further agree and consent that venue of any action hereunder shall be undertaken exclusively in the County of Miami-Dade, State of Florida.Limitation of Time to File Claims. In the event of any dispute, You agree to provide Imaginary Labs written notice and attempt to resolve such dispute amicably and informally. In the event such dispute cannot be so resolved, You agree that any cause of action or claim You may have arising out of or relating to this EULA or the Software must be commenced within one (1) year from the date of Your written notice to Imaginary Labs, and that otherwise such cause of action or claim is permanently barred.Interpretation. The headings contained herein are for reference only and shall not affect in any way the meaning or interpretation of this EULA.

Notice

Imaginary Labs may send You a notice via email, by regular mail, and/or postings via the Software. Except as stated otherwise herein or as required by applicable law, You agree to send all notices to Imaginary Labs at contact@imaginary-labs.com

Export Control

You agree to obey and comply with any and all applicable United States laws, rules, and regulations governing the export of software.