hpackage 0.2.2__tar.gz

hpackage-0.2.2/LICENSE

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+This Python package and corresponding command is for use with SideFX's Houdini
+software and its terms of use are governed by the latest version of the Side
+Effects Software License Agreement at
+https://www.sidefx.com/legal/license-agreement/, the contents of which are
+below.
+
+------------------------------------------------------------------------------
+
+                                Last Updated Date: October 13, 2021
+
+                    SIDE EFFECTS SOFTWARE
+                      LICENSE AGREEMENT
+
+IMPORTANT - READ CAREFULLY:  Side Effects Software Inc. or its
+subsidiary (as applicable, "SideFX") licenses this software and
+all upgrades and related materials (collectively, the "Software"),
+excluding any open source software that is distributed with the
+Software, subject to the terms and conditions of this Agreement.  BY
+SELECTING "ACCEPT", OR BY DOWNLOADING, INSTALLING OR USING THE
+SOFTWARE, ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT
+BECOME LEGALLY BINDING ON YOU AS AN INDIVIDUAL OR ON THE ORGANIZATION
+THAT YOU REPRESENT.
+
+IF YOU THE INDIVIDUAL (A) DO NOT AGREE TO THE TERMS AND CONDITIONS OF
+THIS AGREEMENT, OR (B) ARE NOT AUTHORIZED TO DOWNLOAD OR INSTALL THE
+SOFTWARE OR TO AGREE TO BE BOUND BY THIS AGREEMENT ON BEHALF OF YOUR
+ORGANIZATION, YOU ARE REQUIRED TO SELECT "DO NOT ACCEPT", IN WHICH
+CASE YOU ARE NOT PERMITTED TO DOWNLOAD, INSTALL OR USE THE SOFTWARE.
+
+NOTE:  The terms and conditions of this Agreement were last updated,
+and are effective as of, the "Last Updated Date" indicated above.  Any
+downloading, installation or Use of the Software or an earlier version
+of the Software that was licensed prior to such date is governed by
+prior terms and conditions, which differ from those set out in this
+Agreement.
+
+1. GENERAL
+
+1.1. Formation of Legally Binding Contract.  A legally binding
+contract is immediately formed upon your acceptance of this Agreement.
+The licensee who is bound by this Agreement ("Licensee") is: (i) the
+individual accepting this Agreement, if the individual is licensing
+the Software for his or her personal use or use as a sole proprietor;
+or (ii) the corporation, institution, partnership, organization or
+other entity ("Organization") on whose behalf the individual accepting
+this Agreement is acting.  Where a Transaction Confirmation is
+provided to Licensee, Licensee's name will be confirmed in the
+Transaction Confirmation.  Where no Transaction Confirmation is
+provided to Licensee and Licensee obtains an Entitlement(s) or
+License(s) through the online process, Licensee's name will be the
+name provided as part of the online process or, where no name is
+provided, the name associated with the email address provided or used
+as part of the online process.  The Entitlement(s) and License(s)
+issued to Licensee will be associated with such name.  Licensee
+represents that the name provided to SideFX, if any, is its full
+and correct legal name.
+
+1.2. Application and Priority of Terms.  The terms and conditions of
+this Agreement apply regardless of, and take priority over, any terms
+and conditions applicable to Licensee's software or, subject to
+Section 3.11, any third party software which may be used in
+conjunction with the Software.
+
+1.3. Subsequent Licensing; Upgrades.  Subsequent licensing of the
+Software may be subject to updated terms and conditions that differ
+from those set out in this Agreement (an "Updated Agreement").
+SideFX may require Licensee to accept an Updated Agreement in
+connection with: (i) any subsequent downloading and/or installation
+of Upgrades; or (ii) the issuance of subsequent Entitlements or
+Licenses to Use the Software (see Section 2.2); in which case any
+downloading, installation of Use of such Upgrade (in the case of
+(i)), or any Use of the Software under such Entitlements and Licenses
+(in the case of (ii)), will be governed by the Updated Agreement.  An
+Updated Agreement will be indicated by a change to the "Last Updated
+Date" indicated at the top of this Agreement.  If Licensee obtains
+additional Entitlements and Licenses to Use the Software without
+having to accept an Updated Agreement, this Agreement will continue
+to apply to Licensee's Use of the Software under such Entitlements
+and Licenses.
+
+1.4. Communication of Usage Data.  Licensee acknowledges that the
+Software may communicate to SideFX certain technical, non-personal
+information concerning Licensee's Use of the Software in the form of
+anonymous usage statistics.  As well, the Software is capable of
+transmitting License usage information to SideFX, but only if Licensee
+explicitly chooses to do so.  In order to detect License Servers open to
+the internet and protect Licensee’s Licenses from unauthorized Use, the
+Software will also attempt to ping SideFX from the Licensee’s License
+Servers, sending only the License Server name, version, and IP address.
+In addition, User's names, usernames and Computer names may be
+communicated to SideFX if the Software detects the Use of fraudulent
+Licenses.  Licensee hereby consents to such communication.
+
+1.5. Information Provided by Licensee.  Licensee represents, warrants
+and covenants that any information provided by Licensee to SideFX
+concerning Licensee's identity, contact information, Authorized
+Users, revenue, applicable project or otherwise is, and will
+continuously be, true and accurate and not misleading.  Licensee
+agrees to notify SideFX of any changes in such information.
+
+1.6. Defined Terms.  Section 14 sets out certain defined terms used in
+this Agreement.
+
+2. RIGHT TO USE
+
+2.1. Grant of Rights.  Subject to Licensee's payment of the applicable
+fees and continuous compliance with the terms and conditions of this
+Agreement, SideFX hereby grants to Licensee a limited,
+non-transferable, non-exclusive, non-sublicensable right for
+Authorized Users to install and Use the Software: (i) solely in object
+code format; (ii) solely in the applicable Territory; (iii) solely for
+the Usage Purpose; and (iv) subject to the terms and conditions of the
+applicable License Type (as set out in Section 3).
+
+2.2. Entitlements and Licenses.  Licensee acknowledges that Use of the
+Software requires: (i) the issuance by SideFX of an
+Entitlement(s); (ii) the redemption of such Entitlement(s) by Licensee
+to obtain a License(s); and (iii) the installation of such License(s)
+on the applicable Computer using the tools provided as part of the
+Software.  SideFX will issue Licensee an Entitlement(s) based on
+the applicable License Type and permitted Use.  Each License permits
+Use of the Software on a single Computer (in the case of a Workstation
+Installation) or on a single License Server and single Client Computer
+(in the case of a Network Installation).
+
+2.3. Licensee Responsibilities.  Licensee shall: (i) take appropriate
+action to ensure that non-Authorized Users do not Use the Software;
+(ii) ensure that all Authorized Users comply with all of the terms and
+conditions of this Agreement, including the restrictions set out in
+Section 4.1; (iii) be solely responsible for any digital assets or
+other content that is uploaded to the Software by Authorized Users,
+including compliance with any restrictions imposed by the author of
+the content and any violations of intellectual property rights; (iv)
+be solely responsible for the accuracy, integrity, legality and
+appropriateness of all content created by Authorized Users using the
+Software; and (v) Use the Software in compliance with all applicable
+laws, rules and regulations (including those relating to export,
+homeland security, anti-terrorism, data protection and privacy) and
+any documentation included with the Software. Licensee shall be
+responsible for any breach of this Agreement by Authorized Users and
+any installation or Use of the Software by persons other than
+Authorized Users utilizing Licenses issued to Licensee.  Licensee
+shall immediately notify SideFX of any unauthorized installation
+or Use of the Software.
+
+3. LICENSE TYPES AND SCOPE OF USE
+
+3.1. License Types.  The Software is provided to Licensee subject to
+specific terms and conditions that further define the scope of
+Licensee's permitted installation of Licenses and Use of the Software
+based on the type of license granted ("License Type").  The License
+Types, and the terms and conditions applicable to each License Type,
+are set out in Appendix A to this Agreement.  Licensee must not, and
+must not attempt to, install any License(s) or Use the Software
+outside of the scope of the License Type that applies to the
+License(s) issued to Licensee.  Any actual or attempted installation
+of Licenses or Use of the Software outside of the scope of the
+applicable License Type is a breach of this Agreement and an
+infringement of the rights of SideFX.
+
+3.2. Additional Limitations and Restrictions.  For greater certainty,
+the limitations and restrictions of the applicable License Type are in
+addition to all other limitations and restrictions under this
+Agreement, including those set out in Section 2, Section 3 and Section 4. 
+
+3.3. Network Installation.  Certain of the License Types provide for
+Network Installation.  "Network Installation" means that each of the
+Licenses issued to Licensee may be installed on one (1) Computer
+acting as a license server (the "License Server") that can be accessed
+by other Client Computers through a local area network connection or
+through a VPN connection, provided that: (i) the VPN connection is
+secure; (ii) each Client Computer is within the Territory; and (iii)
+the Software may only be Used on the Client Computers accessing the
+License Server.  The number of Client Computers accessing the Licenses
+on the License Server(s) and on which the Software is being Used
+concurrently shall not exceed the number of Licenses issued.  For
+example, if Licensee has been issued ten (10) Local Access Licenses,
+each of the ten (10) Licenses may be installed on a License Server,
+and the Software may be Used on a maximum of ten (10) Client Computers
+at any given time.  For certainty, each of the Licenses issued to
+Licensee does not have to be installed on the same License Server, but
+any single License cannot be installed on more than one License Server.
+
+3.4. Workstation Installation.  Certain of the License Types provide
+for Workstation Installation.  "Workstation Installation" means that
+the License may be installed on one (1) dedicated Computer and the
+Software may only be Used on that Computer.  Unless otherwise
+expressly provided in Appendix A, the License cannot subsequently be
+relocated (i.e. installed on a different Computer).
+
+3.5. Location.  The rights granted under this Agreement provide for
+Use of the Software in the applicable Territory and certain of the
+License Types may provide for Use of the Software only at a particular
+location.  Authorized Users will be considered to be Using the
+Software in the Territory (or at a particular location) only if the
+individual is physically located within the Territory (or at the
+particular location) at the time he or she is Using the Software.
+
+3.6. Use of Cloud Services.  Subject to section 4.1, Appendix A, and
+all other restrictions in this Agreement, the Licensee may install the
+License Server or the Software to a Computer provided by a Cloud
+Service. 
+ 
+Notwithstanding section 4.1, the following and only the following
+authorized third parties are permitted to sell, lease, or rent the
+Software in a software-as-a-service or other similar basis: GridMarkets
+and AWS Thinkbox.  The agreement for Use of the Software through the
+aforementioned third party services supercedes this agreement.
+
+3.7. Use of Third Party Rendering.  Except for Users under an
+Apprentice License, Users may utilize third party software (the "Third
+Party Rendering Software") for the purpose of rendering images created
+using the Software; provided that with respect to Indie Licenses: (i)
+the Third Party Rendering Software and its dedicated Houdini plug-in
+must be installed and used on the same dedicated Computer on which the
+Software is installed and Used; and (ii) intermediate files produced
+by either the Software or the Third Party Rendering Software (the
+"Intermediate Files") do not qualify as final rendered images as used
+in Section 6.2.  Intermediate Files include but are not limited to
+.ifd and .usd files.  For clarity, Indie Users may not Use the
+Software for Commercial Use to create Intermediate Files for other
+Organizations unless those Organizations are Eligible Indie
+Organizations.
+
+3.8. Non-Concurrent Use.  For all License Types, only one individual
+may Use the Software interactively (i.e. operating the Software
+through its graphical user interface) on a Computer (including, for
+certainty, a Client Computer or a dedicated Computer) at any given
+time.  Without limiting the foregoing in this Section, where the
+Software is being Used interactively on a Client Computer or a
+dedicated Computer by an individual, a second individual may not Use
+the Software on that same dedicated Computer or Client Computer
+indirectly through a separate Computer, terminal or monitor.
+
+3.9. Limits on Number of Licenses.  SideFX may limit the number
+of Licenses of a particular License Type available to any particular
+Licensee, alone or together with its related individuals and
+Affiliates.  
+
+3.10. Orbolt.  Digital assets that are authored Using the Software
+can be uploaded to and downloaded from the website maintained by the
+SideFX affiliate, Orbolt Inc., at www.orbolt.com (the "Orbolt
+Website"), pursuant to the Orbolt Inc. Terms and Conditions of
+Website Use.  Notwithstanding the prohibitions on Commercial Use
+under the Non-Commercial Licenses, the Software may be Used under the
+Non-Commercial Licenses (as well as under the Commercial Licenses)
+for the purpose of authoring digital assets for upload to the Orbolt
+Website.  Any other Commercial Use of the Software under a
+Non-Commercial License is strictly prohibited.  Any digital asset
+that is downloaded from the Orbolt Website may be further developed
+subject to: (i) the terms of the applicable License Type under which
+the digital asset was downloaded; and (ii) any restrictions imposed
+by the author of the downloaded digital asset or by the License Type
+under which the digital asset was created.
+
+3.11. Open Source Software.  The Software may be accompanied by
+certain open source software (in source code and executable forms, as
+applicable) (the "Open Source Software") that works with the Software.
+The Open Source Software forms, and is distributed as, a separate and
+independent software program from the Software (and the Software is
+not a modification of, or a work based on, the Open Source Software),
+even though the Open Source Software may have been aggregated or
+packaged with the Software for purposes of distribution. The Open
+Source Software is distributed under and subject to the terms and
+conditions of the applicable open source licenses and notices set out
+at https://www.sidefx.com/docs/houdini/licenses/ (the "Open Source
+Licenses").  Licensee hereby agrees to the terms and conditions of the
+Open Source Licenses as they relate to the applicable Open Source
+Software.
+
+4. RESTRICTIONS ON USE
+
+4.1. Restrictions on Use of Software.  Subject to the terms and
+conditions for the applicable License Type, Licensee agrees that it
+will not, and will not permit any third party to, directly or
+indirectly: (i) copy the Software (except that Licensee may download
+and install the Software and make one (1) copy of the Software solely
+for backup purposes) or create derivative works based on the Software;
+(ii) assign, transfer, lease, rent, sublicense, distribute or
+otherwise make available the Software, any Entitlement, any License or
+any right granted under this Agreement, in whole or in part, to any
+other Person, including on a timesharing, software-as-a-service or
+other similar basis (except that, with certain License Types, Licensee
+may permit third party Authorized Users to Use the Software to create
+content for Licensee); (iii) permit any third party, other than an
+Authorized User, to redeem or un-redeem Entitlements, install Licenses
+or Use the Software; (iv) share any user ids or passwords with anyone
+other than Authorized Users; (v) Use the Software to provide any
+service bureau services or any services on a similar basis; (vi)
+except as provided under Section 3.10, Use the Software under a
+Non-Commercial License for Commercial purposes, or receive any form of
+compensation for work product created or work performed Using the
+Software under a Non-Commercial License; (vii) reverse engineer,
+decompile, disassemble, or otherwise attempt to discover the source
+code of any portion of the Software; (viii) disassemble, reverse
+engineer or use the file format of any file generated by the Software
+for purposes of by-passing any restrictions or requirements of the
+Software; (ix) attempt to tamper with, alter, disable, hinder,
+by-pass, override, or circumvent any security, reliability, integrity,
+accounting or other mechanism, restriction or requirement of the
+Software, including any Entitlement or License or any other mechanism
+that permits, monitors or limits installation of Licenses or Use of
+the Software to the applicable scope in accordance with this
+Agreement; (x) convert the file format of any file generated by the
+Software when licensed under a Non-Commercial License to a file format
+generated by the Software when licensed under a Commercial License;
+(xi) attempt to tamper with or alter (or with respect to
+Non-Commercial Licenses, hinder) the usage information conveyed by the
+Software to SideFX; (xii) modify or attempt to modify the
+Software; (xiii) install or Use the Software in any way that would
+subject the Software, in whole in or in part, to governmental
+regulation that would not have otherwise applied but for such
+installation or Use; (xiv) remove, obscure or alter any copyright,
+trade-mark, patent or proprietary notice affixed to the media or
+packaging of the Software or displayed by or in the Software; (xv)
+access or attempt to access SideFX' network, databases, or systems
+(other than to download the Software); or (xvi) perform load tests,
+brute-force attacks, spamming, or any other security test procedures on
+the SideFX network that are disallowed by SideFX's Responsible
+Disclosure Program set out at 
+https://www.sidefx.com/responsible-disclosure-program/.
+
+4.2. Further Restrictions on Use of Software.  Licensee agrees that it
+will not, and will not permit any third party to, directly or
+indirectly: (i) Use the Software to conduct any competitive analysis
+of or with the Software; (ii) access the Software in order to compete
+or build a competitive product or service, or impair the market for
+the Software or any part thereof; or (iii) copy any features,
+functions, graphics or other component of the Software.
+
+4.3. Restrictions on Open Source Software. Licensee's use of the Open
+Source Software is governed by the Open Source Licenses, as
+applicable.
+
+5. OWNERSHIP AND RESERVATION OF RIGHTS
+
+5.1. Ownership of Software.  The Software is not sold; it is licensed
+to Licensee under the terms and conditions of this Agreement.  SideFX
+and its licensors are the owners of the Software, including all
+intellectual property rights (including trade secrets rights)
+relating thereto. No title to the Software or such rights is
+transferred to Licensee by this Agreement.  All rights not expressly
+granted pursuant to this Agreement are reserved by SideFX.
+
+5.2. Feedback.  SideFX shall have a royalty-free, perpetual, fully-paid,
+irrevocable, transferable, sublicensable, worldwide license to use any
+suggestions, enhancement requests, recommendations or other feedback
+("Feedback") provided by or on behalf of Licensee or Authorized Users,
+and Licensee shall not have any right, title or interest in any
+enhancements or other modifications to the Software that SideFX creates
+based on any Feedback.
+
+6. FEES AND PAYMENT
+
+6.1. Fees.  Fees are based upon, among other things: (i) the
+applicable License Type; (ii) the characteristics of Licensee; and
+(iii) the number of authorized Licenses, whether or not the Licenses
+are used.  All fees are payable in full, without deduction or offset,
+upon purchase of the Entitlements or Licenses unless otherwise agreed
+by the parties, unless SideFX agrees to invoice Licensee, in
+which case the applicable fees are payable within the period set out
+in the invoice (and if no period is set out in the invoice, within
+thirty (30) days of the date on which Licensee receives the invoice).
+All fees are non-cancelable and non-refundable.  SideFX may
+suspend Use of the Software, without liability to SideFX, in the
+event that any amounts payable by Licensee are past due or Licensee is
+otherwise in breach of this Agreement.  Entitlements and Licenses for
+certain License Types may be provided free of charge.
+
+6.2. Indie Licenses.  Indie Licenses are only available to Eligible
+Indie Individuals and Eligible Indie Organizations.  For clarity, if an
+Organization is Using a Commercial License of the Software, an Eligible
+Indie Individual who is Licensee Personnel of the Organization may Use
+the Software outside of that Organization via an Indie License.  In the
+case of an Indie User who is using the Software to create content that
+is not final rendered images for a third party, and that third party
+will use such content in connection with a Commercial activity, such
+third party and its Affiliates and related individuals must also be
+Eligible Indie Individuals or Eligible Indie Organizations.  If
+Licensee is taking advantage of the pricing applicable to Indie
+Licenses, Licensee represents and warrants that it satisfies the
+criteria set out in this Section 6.2.
+
+6.3. Taxes.  All fees are exclusive of any Taxes.  If SideFX has
+a legal obligation to pay or collect Taxes, the appropriate amount
+shall be invoiced to and paid by Licensee, unless Licensee provides
+SideFX with an acceptable tax exemption certificate issued by
+the appropriate taxing authority.
+
+7. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
+
+7.1. Limited Warranty.  SideFX warrants that the Software will
+perform substantially in accordance with the applicable SideFX
+user documentation (excluding any errors in the documentation, as
+determined by SideFX in good faith).  SideFX' entire
+responsibility and obligation, and Licensee's exclusive remedy, for
+any breach of the foregoing warranty shall be for SideFX to use
+commercially reasonable efforts to cause the Software to comply with
+such warranty.
+
+7.2. Warranty Disclaimer.  EXCEPT AS PROVIDED IN SECTION 7.1, THE
+SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY
+KIND, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE IN LAW OR EQUITY,
+INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF TITLE,
+NON-INFRINGEMENT, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR
+PURPOSE OR THOSE ARISING OTHERWISE FROM A COURSE OF DEALING OR USAGE
+OF TRADE, ALL OF WHICH ARE SPECIFICALLY DISCLAIMED TO THE MAXIMUM
+EXTENT PERMITTED BY LAW. WITHOUT LIMITING THE FOREGOING, SIDEFX
+DOES NOT WARRANT THAT: (i) THE SOFTWARE WILL MEET LICENSEE'S NEEDS OR
+REQUIREMENTS; (ii) THE SOFTWARE WILL RUN WITHOUT INTERRUPTION OR BE
+ERROR FREE; (iii) THE SOFTWARE IS IMPENETRABLE OR OTHERWISE MEETS ANY
+SECURITY STANDARDS; OR (iv) THE FUNCTIONS CONTAINED IN THE SOFTWARE
+WILL OPERATE IN ALL COMBINATIONS WHICH MAY BE SELECTED FOR USE BY
+LICENSEE.  FOR PURPOSES OF THIS SECTION 7.2 (BUT NOT FOR PURPOSES OF
+SECTION 7.1), REFERENCES TO SOFTWARE INCLUDE THE OPEN SOURCE SOFTWARE.
+SIDEFX MAKES NO REPRESENTATIONS OR WARRANTIES, AND THERE ARE NO
+CONDITIONS, REGARDING THE OPEN SOURCE SOFTWARE.
+
+7.3. Limitation on Types of Recoverable Damages.  SIDEFX WILL
+ONLY BE LIABLE FOR DIRECT DAMAGES, SUBJECT TO SECTION 7.4.  IN NO
+EVENT WILL SIDEFX BE LIABLE TO LICENSEE OR ANY OTHER PERSON FOR
+ANY LOST PROFITS, LOST OR DAMAGED DATA, OR THE COST OF PROCURING
+SUBSTITUTE GOODS OR SERVICES OR ANY SPECIAL, INCIDENTAL, INDIRECT,
+CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND, WHETHER BASED ON BREACH
+OF CONTRACT OR WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY
+OR OTHERWISE, EVEN IF SIDEFX IS INFORMED OR OTHERWISE HAS KNOWLEDGE OF
+THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF SUCH DAMAGES WERE
+FORESEEABLE.
+
+7.4. Monetary Cap on Damages.  LICENSEE AGREES THAT THE MAXIMUM
+AGGREGATE LIABILITY OF SIDEFX AND ITS AFFILIATES, AND THEIR RESPECTIVE
+DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND REPRESENTATIVES FOR ALL
+CLAIMS UNDER ANY AND ALL CIRCUMSTANCES RELATING TO THIS AGREEMENT AND
+THE SOFTWARE AND ANY SERVICES PROVIDED BY SIDEFX UNDER ALL THEORIES OF
+LIABILITY WILL BE LIMITED TO: (I) WITH RESPECT TO SIDEFX' INDEMNITY
+OBLIGATION UNDER SECTION 8, THE FEES PAID TO SIDEFX BY LICENSEE IN
+RESPECT OF THE INFRINGING SOFTWARE IN THE TWELVE (12) MONTH PERIOD
+PRECEDING THE CLAIM IN RESPECT OF SUCH LIABILITY; AND (II) IN ALL OTHER
+INSTANCES, THE FEES PAID TO SIDEFX BY LICENSEE IN RESPECT OF THE
+APPLICABLE SOFTWARE IN THE THREE (3) MONTH PERIOD PRECEDING THE CLAIM IN
+RESPECT OF SUCH LIABILITY.
+
+7.5. Essential Terms.  The disclaimer of warranties and the limitation
+of liability in this Section 7 constitute an essential part of this
+Agreement.  A fundamental breach or breach of a fundamental term of
+this Agreement by SideFX shall not limit the intended effect of
+Section 7 or any other provision of this Agreement which is intended
+to limit SideFX' liability.  Licensee acknowledges that, but for
+the disclaimer of warranties and conditions and limitation of liability,
+SideFX would not enter into this Agreement.
+
+8. INTELLECTUAL PROPERTY INFRINGEMENT INDEMNITY
+
+8.1. Indemnity.  Subject to Section 7, if any claim based upon an
+alleged direct infringement of a Canadian or American copyright or
+trade secret is asserted against Licensee by a third party (other than
+an Affiliate of Licensee) by virtue of its Use of the Software in
+accordance with this Agreement, SideFX will indemnify Licensee
+solely for direct damages (which, for greater certainty, excludes any
+accounting of profits) awarded to such third party and which the
+Licensee has been ordered to pay as a result of such claim, provided
+that SideFX: (i) receives prompt written notice of such claim;
+(ii) has the sole and exclusive right, if it chooses, to control and
+direct the investigation and the defense or settlement of such claim;
+and (iii) receives the reasonable cooperation and assistance of
+Licensee as requested by SideFX, at SideFX's expense. 
+
+8.2. Exclusions.  SideFX shall have no obligation or liability
+under Section 8.1 if the infringement relates to: (i) Use of the
+Software other than as expressly authorized under this Agreement; (ii)
+the combination, merger or interface of the Software with other
+software, hardware, or data by Licensee or a third party; (iii) Use of
+any release of the Software other than the most current supported
+release(s) made available to Licensee; (iv) any modification of the
+Software by anyone other than SideFX; or (v) compliance with any Licensee
+instructions or requests.  SideFX shall also have no obligation or
+liability under Section 8.1 in connection with any software or other
+technology not claimed to be owned by SideFX, including without
+limitation, the Open Source Software and any materials related thereto.
+
+8.3. SideFX Options.  If the Software infringes, or in the
+reasonable determination of SideFX is likely to infringe, any
+third party's intellectual property rights, SideFX may, at its
+option, either: (i) procure for Licensee the right to continue Using
+the Software or replace or modify the Software (without loss of
+functionality) so that it becomes non-infringing; or (ii) terminate
+this Agreement and refund the license fee paid by Licensee less a
+reasonable amount for any value received by Licensee.
+
+8.4. Exclusive Remedy.  THE FOREGOING PROVISIONS OF THIS SECTION 8
+STATE SIDEFX' ENTIRE LIABILITY AND OBLIGATIONS, AND THE
+EXCLUSIVE REMEDY OF LICENSEE, WITH RESPECT TO ANY ACTUAL OR ALLEGED
+INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS.
+
+9. FEEDBACK AND SOURCE CODE CONTRIBUTIONS
+
+9.1. Assigning Rights.  If Licensee provides SideFX with any Feedback,
+SideFX is free to use the Feedback however it chooses.  If Licensee
+makes any Source Code Contribution available to SideFX, Licensee hereby
+assigns to SideFX all right, title, and interest (including all
+copyright, patent, and other intellectual property rights) in that
+Source Code Contribution for all current and future methods and forms of
+exploitation in any country.  If any of those rights are not effectively
+assigned under applicable law, Licensee hereby grants SideFX a
+non-exclusive, fully-paid, irrevocable, royalty-free, transferable,
+sublicensable license to reproduce, distribute, publicly perform,
+publicly display, make, use, have made, sell, offer to sell, import,
+modify and make derivative works based on, and otherwise exploit that
+Source Code Contribution for all current and future methods and forms of
+exploitation in any country.  If any of those rights may not be assigned
+or licensed under applicable law (such as moral and other personal
+rights), Licensee hereby waives and agrees not to assert all of those
+rights.  However, Licensee may continue to freely use any Feedback that
+Licensee provides to SideFX, and Licensee may continue to use, in any
+manner consistent with the License, any Source Code Contribution that
+Licensee makes available to SideFX.
+
+9.2. Credit and Compensation.  Licensee understands and agrees that
+SideFX is not required to make any use of any Feedback or Source Code
+Contribution that Licensee provides.  Licensee agrees that if SideFX
+makes use of Licensee's Feedback or Source Code Contribution, SideFX is
+not required to credit or compensate Licensee for their contribution.
+
+9.3. Ability to Grant Rights.  Licensee represents and warrants that
+Licensee has sufficient rights in any Feedback or Source Code
+Contribution that Licensee provides to SideFX to grant SideFX and other
+affected parties the rights described above. This includes but is not
+limited to intellectual property rights and other proprietary or
+personal rights.
+
+10. TERM AND TERMINATION
+
+10.1. Term.  Licensee's right to Use the Software pursuant to any given
+License shall terminate at the end of the term for the License Type
+associated with such License, as such term is set out in Appendix A to
+this Agreement.
+
+10.2. Termination by Licensee for Convenience. Subject to Section 6.1,
+Licensee may terminate this Agreement at any time by providing SideFX
+with written notice of same and complying with Section 10.4.
+
+10.3. Termination by SideFX.  SideFX may terminate this
+Agreement, and therefore the right granted under Section 2.1, upon
+notice to Licensee: (i) if Licensee breaches any of the terms and
+conditions of this Agreement and, if curable, fails to cure such
+breach to the satisfaction of SideFX within fifteen (15) days of
+SideFX notifying Licensee of the breach; (ii) if Licensee
+breaches any of its payment obligations under this Agreement and fails
+to make full payment within ten (10) days of SideFX notifying
+Licensee of such breach; (iii) Licensee undergoes a Change of Control
+without the prior written consent of SideFX (which consent may not be
+unreasonably withheld by SideFX); (iv) Licensee commits any act of
+bankruptcy, becomes insolvent or admits its insolvency (as defined or
+provided for in any applicable statute); (v) any proceeding, voluntary
+or involuntary, is commenced respecting Licensee pursuant to any statute
+relating to bankruptcy, insolvency, reorganization of debts,
+liquidation, winding up or dissolution, including any proceedings under
+the Bankruptcy and Insolvency Act, the Companies' Creditors Arrangement
+Act or the Winding-Up and Restructuring Act; (vi) Licensee passes any
+resolution for its liquidation, winding up or dissolution; or (vii)
+Licensee ceases to carry on business in the ordinary course.
+
+10.4. Licensee Obligations Upon Termination.  Upon receipt by Licensee
+of written notice of termination from SideFX, or termination by
+Licensee, Licensee shall immediately: (i) unredeem all Entitlements
+(i.e. return all Licenses) using the tools provided as part of the
+Software; (ii) cease Using the Software; (iii) permanently delete all
+installed and back-up copies of the Software; (iv) return or destroy all
+Confidential Information made available to Licensee by SideFX; and (v)
+within five (5) days after the date of such termination, provide SideFX
+with a written confirmation that Licensee has complied with all of the
+foregoing. 
+
+10.5. Survival.  The provisions of Sections 2.3 (excluding part (v)),
+3.11, 4 (without limiting the intended effect of Section 10.4), 5, 6,
+7.3, 7.4, 7.5, 9, 10.4, 10.5, 11, 12, 13 (excluding 13.11) and 14 shall
+survive termination of this Agreement.  
+
+11. CERTIFICATION AND INSPECTION
+
+11.1. Certification.  Within ten (10) days of a request by SideFX, a
+Certification Authority of Licensee shall, after making due inquiry,
+certify in writing to SideFX, as applicable: (i) that Licensee (and
+in the case of a Global Access License, each applicable Licensee
+Affiliate and third party Authorized User) is, and has continuously
+been, in full compliance with the terms and conditions of this
+Agreement, including all applicable restrictions and limitations on
+installation and Use of the Software; or (ii) the extent to which
+Licensee (or in the case of a Global Access License, any  applicable
+Licensee Affiliate or third party Authorized User) is not, or has not
+been, in full compliance with the terms and conditions of this
+Agreement, including all applicable restrictions and limitations on
+the installation of Licenses and Use of the Software.  Licensee shall
+provide such supporting evidencing as SideFX may reasonably request.
+"Certification Authority" means: (a) Licensee, where Licensee is an
+individual; or (b) a senior officer, signing authority or other
+senior official of Licensee, where Licensee is an Organization.  For
+certainty, failure to provide the certification as required by this
+Section is a material breach of this Agreement that entitles SideFX
+to terminate this Agreement and to any other remedies that may be
+available to SideFX at law or in equity. 
+
+11.2. Inspection.  SideFX or its authorized representative may
+at any time after written notice to Licensee, electronically or
+otherwise, reasonably inspect Licensee's (and in the case of a Global
+Access License, each applicable Licensee Affiliate's and third party
+Authorized User's) records, systems and facilities  in order to ensure
+compliance with this Agreement. Licensee will provide (and in the case
+of a Global Access License, ensure that each applicable Licensee
+Affiliate and third party Authorized User provides) full cooperation
+in connection with any such inspection, including the provision of
+such additional documentation and information as SideFX may
+reasonably request.  Licensee shall ensure that the agreement between
+Licensee and each applicable Licensee Affiliate and third party
+Authorized User includes the right for SideFX to perform such
+inspections.
+
+11.3. Remediation.  If as a result of a certification pursuant to
+Section 11.1, or an inspection pursuant to Section 11.2, SideFX
+determines that Licensee's (or in the case of a Global Access License,
+any applicable Licensee Affiliate's or third party Authorized User's)
+installation of Licenses or Use of the Software is not, or has not
+been, in conformity with this Agreement, Licensee shall promptly: (i)
+obtain the applicable Entitlement(s) or License(s) from SideFX
+required for such installation or Use; (ii) pay the applicable fees in
+respect of such License(s) for prior and future Use; and (iii) pay all
+reasonable costs and expenses incurred by SideFX in respect of the
+certification or inspection, as applicable, if Licensee has underpaid
+SideFX by more than 5% of amounts owed.
+
+12. CONFIDENTIALITY
+
+12.1 Confidential Information.  Each party (the “Disclosing Party”) may
+from time to time during the term of this Agreement disclose to the
+other party (the “Receiving Party”) certain information regarding the
+Disclosing Party’s business, including technical, marketing, financial,
+employee, planning, and other confidential or proprietary information
+(“Confidential Information”).  Confidential Information of SideFX
+includes, without limitation, the Software and accompanying
+documentation.  Regardless of whether any information is marked or
+identified as confidential, any information that the Receiving Party
+knew or should have known, under the circumstances, was considered
+confidential or proprietary by the Disclosing Party, will be considered
+Confidential Information of the Disclosing Party.
+
+12.2 Protection of Confidential Information.  The Receiving Party will
+not use any Confidential Information of the Disclosing Party for any
+purpose not expressly permitted by this Agreement, and will disclose the
+Confidential Information of the Disclosing Party only to the employees
+or contractors of the Receiving Party who have a need to know such
+Confidential Information for purposes of this Agreement and who are
+under a duty of confidentiality no less restrictive than the Receiving
+Party’s duty hereunder.  The Receiving Party will protect the Disclosing
+Party’s Confidential Information from unauthorized use, access, or
+disclosure in the same manner as the Receiving Party protects its own
+confidential or proprietary information of a similar nature and with no
+less than reasonable care.
+
+12.3 Exceptions.  The Receiving Party’s obligations under Section 12.2
+with respect to any Confidential Information of the Disclosing Party
+will terminate if: (a) was already lawfully known to the Receiving Party
+at the time of disclosure by the Disclosing Party; (b) is/was disclosed
+to the Receiving Party by a third party who had the right to make such
+disclosure without any confidentiality restrictions; or (c) is, or
+through no fault of the Receiving Party has become, generally available
+to the public.  In addition, the Receiving Party will be allowed to
+disclose Confidential Information of the Disclosing Party to the extent
+that such disclosure is (i) approved in writing by the Disclosing Party,
+(ii) necessary for the Receiving Party to enforce its rights under this
+Agreement; or (iii) required by law or by the order or a court of
+similar judicial or administrative body, provided that the Receiving
+Party notifies the Disclosing Party of such required disclosure promptly
+and in writing and cooperates with the Disclosing Party, at the
+Disclosing Party’s reasonable request and expense, in any lawful action
+to contest or limit the scope of such required disclosure.
+
+12.4 Return of Confidential Information.  The Receiving Party will
+either, at the Disclosing Party’s option, return to the Disclosing Party
+or destroy all Confidential Information of the Disclosing Party in the
+Receiving Party’s possession or control and permanently erase all
+electronic copies of such Confidential Information promptly upon the
+written request of the Disclosing Party or the expiration or termination
+of this Agreement, whichever comes first.
+
+12.5 Confidentiality of Agreement.  Neither party will disclose any
+terms of this Agreement to anyone other than its Affiliates, legal
+counsel, accountants, and other professional advisors under a duty of
+confidentiality except (a) as required by law or (b) pursuant to a
+mutually agreeable press release or (c) in connection with a proposed
+merger, financing, or sale of such party’s business (provided that any
+third party to whom the terms of this Agreement are to be disclosed
+signs a confidentiality agreement consistent with the terms of this
+Section 12).
+
+13. MISCELLANEOUS
+
+13.1. Relationship of Parties.  In giving effect to this Agreement,
+neither party will be or be deemed an agent of the other for any
+purpose and their relationship in law to the other will be that of
+independent contractors.  Nothing in this Agreement will constitute a
+partnership in law or a joint venture between the parties.  Neither
+party will have the right to enter into contracts, pledge the credit
+of or incur expenses on behalf of the other.
+
+13.2. No Waiver.  Any waiver of any terms or conditions of this
+Agreement will be effective only if in writing and signed by the party
+granting such waiver. Such waiver shall be effective only in the
+specific instance and for the specific purpose for which it has been
+given and shall not be deemed or constitute a waiver of any other
+provisions (whether or not similar) nor shall such waiver constitute a
+continuing waiver unless otherwise expressly provided.  The failure of
+either party to exercise, and any delay in exercising, any of its
+rights hereunder, in whole or in part, shall not constitute or be
+deemed a waiver or forfeiture of such rights, neither in the specific
+instance nor on a continuing basis. No single or partial exercise of
+any such right shall preclude any other or further exercise of such
+right or the exercise of any other right. 
+
+13.3. Severability. If for any reason a court of competent
+jurisdiction finds any terms or conditions of this Agreement, or
+portion thereof, to be unenforceable, the remainder of this Agreement
+will continue in full force and effect.
+
+13.4. Assignment.  Licensee shall not assign or transfer this
+Agreement or any of its rights or obligations hereunder (whether in
+connection with or as a result of any consolidation, arrangement,
+reorganization, amalgamation, acquisition, merger, sale, operation of
+law, or otherwise), in whole or in part, without the prior written
+consent of SideFX (which consent may be withheld by SideFX
+in its sole and absolute discretion).
+
+13.5. Entire Agreement.  This Agreement constitutes the entire
+agreement between the parties with respect to the subject matter
+hereof, and supersedes and replaces all prior or contemporaneous
+understandings or agreements, written or oral, regarding such subject
+matter and there are no representations, warranties, conditions or
+other agreements between the parties in connection with the subject
+matter hereof except as specifically set forth herein.  The terms of any
+purchase order or similar document submitted by Licensee to SideFX shall
+not modify, add to, or otherwise amend the terms of this Agreement.
+
+13.6. Binding Arbitration.  Unless otherwise agreed in writing by the
+parties, all disputes relating to this Agreement shall not be
+submitted to the courts for resolution, but may be submitted to final
+and binding arbitration by either party pursuant to the Arbitration
+Act, 1991 (Ontario) (the "Arbitration Act"). The arbitration shall be
+treated as confidential and will be held in Toronto, Canada.  The
+arbitral tribunal shall be composed of one arbitrator (the
+"Arbitrator").  The party that wishes to initiate the arbitration (the
+"Applicant") shall deliver a notice to that effect (the "Notice to
+Arbitrate") to the other party, which notice shall nominate an
+individual to act as the Arbitrator.  Within thirty (30) days of the
+date of receipt of the Notice to Arbitrate (the "Response Date") the
+other party (the "Respondent") shall, by notice to the Applicant,
+either signify its acceptance of the nominee or, in the alternative,
+propose an alternative individual to act as the Arbitrator (the
+"Response").  If the Respondent fails to provide a Response by the
+Response Date, the Respondent shall be deemed to have accepted the
+Applicant's nominee for Arbitrator.  If the Respondent provides a
+Response by the Response Date suggesting an alternative individual to
+act as Arbitrator, the Applicant shall within thirty (30) days of the
+date of receipt of the Response, by notice to the Respondent, signify
+either its acceptance or rejection of the Respondent's nominee for
+Arbitrator.  If the Applicant fails to provide notice by such date,
+the Applicant shall be deemed to have accepted the Respondent's
+nominee for Arbitrator.  If the Applicant provides notice by such date
+signifying its rejection of the Respondent's nominee for Arbitrator,
+the parties shall use commercially reasonable efforts to cause their
+respective nominees to select the Arbitrator.  Any costs associated
+with same shall be borne equally by the parties.  If such selection
+does not occur within thirty (30) days of the date of the Applicant's
+rejection notice, then the Applicant may apply to the Superior Court
+of Justice of Ontario for the appointment of an arbitrator pursuant to
+the provisions of the Arbitration Act.  The costs of the application
+shall be borne equally by the parties.  The parties agree that they
+will act reasonably and in good faith to ensure the selection of an
+Arbitrator who is objective, independent and suitably qualified to
+deal with the dispute.  Upon failure, refusal or inability of the
+Arbitrator to act, his or her successor shall be appointed in the same
+manner.  The costs of the Arbitration shall be in the discretion of
+the Arbitrator.  Nothing in this Agreement shall prevent SideFX from seeking
+immediate equitable relief.
+
+13.7. Governing Law and Jurisdiction for Resolving Claims.  Subject to
+Section 13.6, this Agreement shall be governed by the laws of the
+Province of Ontario, Canada and the federal laws of Canada applicable
+therein and the parties irrevocably submit to the non-exclusive
+jurisdiction of the Ontario courts.  The parties expressly disclaim
+the application of the United Nations Convention for the International
+Sale of Goods.
+
+13.8. Headings; Sections.  The division of this Agreement into
+sections and the insertion of headings are for convenience of
+reference only and shall not affect the construction or interpretation
+of this Agreement.  References herein to Sections are to sections of
+this Agreement.
+
+13.9. Interpretation of "including".  Where the word "include",
+"includes" or "including" is used in this Agreement, it means
+"include", "includes" or "including", in each case, "without
+limitation".
+
+13.10. Non-Exclusive Remedies.  Except as otherwise provided in this
+Agreement, all remedies provided for under this Agreement are
+non-exclusive and are in addition, and without prejudice, to any other
+rights as may be available to SideFX, whether in law or equity.  By
+electing to pursue a remedy, SideFX does not waive its right to pursue
+any other available remedies.
+
+13.11. Export Compliance.  Each party shall comply with the export
+laws and regulations of Canada, the United States, and other
+applicable jurisdictions in its provision and, in the case of
+Licensee, its downloading, installation and Use of, the Software.
+Without limiting the foregoing: (i) each of SideFX and Licensee
+represents that it is not named on any U.S. government list of person
+or entities prohibited from receiving exports; and (ii) Licensee shall
+not permit any Person to Use the Software in violation of any U.S.
+export embargo, prohibition, or restriction.
+
+13.12. Publicity.  Neither party may issue press releases relating to
+this Agreement without the other party's prior written consent, or use
+in any manner the name(s), logo(s) or trade-mark(s) of the other party
+without such other party's prior written consent.
+
+13.13. Language.  The parties acknowledge that they have required this
+Agreement to be written in English.  Les parties aux présentes
+reconnaissent qu'elles ont exigé que la présente entente soit rédigée
+en anglais.
+
+13.14. Notice.  Any notice, demand or other communication (in this
+Section, a "notice") required or permitted to be given or made under
+this Agreement will be in writing and will be sufficiently given or
+made if: (i) delivered in person during normal business hours of the
+recipient on a Business Day and left with a receptionist or other
+responsible employee of the recipient; (ii) except during any period
+of actual or imminent interruption of postal services due to strike,
+lockout or other cause, sent by registered mail; or (iii) sent by
+facsimile transmission or other electronic means which produces a
+written record of successful transmission, or by email if receipt is
+confirmed by the sender's email system.  Notices to Licensee shall be
+sent to the most recent address, facsimile number or email address
+provided by Licensee to SideFX and to the attention of the
+contact person on file with SideFX.  Notices to SideFX
+shall be sent to Suite 1401, 123 Front Street West, Toronto, Ontario,
+M5J 2M2, or (416) 504-6648 or notices@sidefx.com, to the attention of
+Chief Financial Officer.  Each notice sent in accordance with this
+Section will be deemed to have been received: (iv) on the day it was
+delivered; (v) on the seventh (7th) Business Day after it was mailed
+(excluding each day on which there is any interruption of postal
+services due to strike, lockout or other cause); (vi) on the same day
+that it was sent by facsimile transmission or email provided that it
+was sent during normal business hours of the recipient on a Business
+Day, otherwise, on the first Business Day thereafter.  Contact
+information for notice may be changed by giving notice in accordance
+with this Section.  "Business Day" means any day of the week except
+Saturday, Sunday or any statutory or civic holiday observed in
+Toronto, Ontario.
+
+13.15 Force Majeure.  Any delay in the performance of any duties or
+obligations of either SideFX or Licensee (except the payment of money
+owed) will not be considered a breach of this Agreement if such delay is
+caused by a labour dispute, pandemic, shortage of materials, fire,
+earthquake, flood, failure of third party suppliers, or any other event
+beyond the control of such party, provided that such party uses
+reasonable efforts, under the circumstances, to notify the other party
+of the circumstances causing the delay and to resume performance as soon
+as possible.
+
+14. DEFINITIONS
+
+When used in this Agreement, each of the following terms has the
+meaning given to such term below, and grammatical variations of such
+terms have corresponding meanings.
+
+    "Affiliate" of a party means any Person that directly, or
+    indirectly through one or more intermediaries, Controls or is
+    Controlled by such party, or is Controlled by a Person who also
+    Controls such party.
+
+    "Agreement" means this Side Effects Software License Agreement, as
+    may be amended in accordance with its terms. 
+
+    "Applicant" has the meaning set out in Section 13.6.
+
+    "Arbitrator" has the meaning set out in Section 13.6.
+
+    "Arbitration Act" has the meaning set out in Section 13.6.
+
+    "Authorized Subcontractors" means third parties sub-contracted by
+    Licensee to create content for Licensee. 
+
+    "Authorized Users" means: (i) in the case of all License Types
+    other than a Global Access License and a Project License, Licensee
+    Personnel; and (ii) in the case of a Global Access License and
+    Project License (A) Licensee Personnel, and (B) Licensee Affiliate
+    Personnel and employees of Authorized Subcontractors, provided
+    that Licensee has given SideFX notice of such Affiliates and
+    Authorized Subcontractors, and provided that such Licensee
+    Affiliate Personnel and employees of Authorized Subcontractors are
+    Using the Software solely to create content for Licensee.
+
+    "Certification Authority" has the meaning set out in Section 11.1.
+
+    "Change of Control" of Licensee means a change of the Person or
+    Persons that directly or indirectly Control Licensee.
+
+    "Client Computer" means a Computer running the Software that
+    connects to the License Server.  If the Software is being Used
+    via a thin client, remote desktop, virtual network computing
+    (VNC), or other graphical desktop sharing system, the Client
+    Computer's location is defined as the location of the User of
+    the Software, not the location of the remote computer.
+
+    "Cloud Service" means a third party service that provides access
+    to a pool of Computers for installation, hosting, processing
+    and/or storage of software and/or data, where such Computers are
+    outside of the direct physical control and/or ownership of the
+    Person obtaining the service and where such Computers may or may
+    not be shared by other Persons. 
+
+    "Commercial" means any activity carried on with the intention of,
+    or with a view to, generating revenue or other compensation,
+    directly or indirectly, or that actually generates revenue or
+    other compensation, directly or indirectly. 
+
+    "Commercial License" means any License other than a Non-Commercial
+    License, including a License that is any of the following License
+    Types: Commercial Workstation License, Indie License, Local Access
+    License, Global Access License and Project License. 
+
+    "Computer" means: (i) an electronic device containing one or more
+    central processing units that runs an operating system and accepts
+    information in digital or similar form and manipulates the
+    information for a specific result based on a sequence of
+    instructions; or (ii) a software implementation of such a device
+    (including virtual machines and other emulation technology); in
+    each case that is owned, leased, rented or borrowed by Licensee or
+    the Authorized User.
+
+    "Confidential Information" has the meaning set out in Section 12.1.
+
+    "Control" means the possession, directly or indirectly, of the
+    power to direct or cause the direction of the management or
+    policies of an entity, whether through the ownership of voting
+    securities, by contract or otherwise.
+
+    "Disclosing Party" has the meaning set out in Section 12.1.
+
+    "Eligible Indie Individual" means an individual who has in the current
+    calendar year, or had in the most recently completed calendar year,
+    aggregate gross revenues of less than $100,000 USD from direct or
+    indirect Use of the Software outside an Organization.
+
+    "Eligible Indie Organization" means an Organization such that the
+    Organization and its Affiliates collectively have in the current
+    calendar year, or had in the most recently completed calendar year,
+    directly or indirectly, aggregate gross revenues from all sources
+    less than $100,000 USD.  Additionally, any funding received by this
+    Organization or its Affiliates, including private equity, venture
+    capital, angel or mezzanine financing, and all other forms of
+    funding, in the last 24 months is less than $1,000,000 USD.
+
+    "Entitlement" means a string of data residing on SideFX'
+    systems that the Licensee can redeem (i.e. trade in exchange for a
+    License) or un-redeem, using the tools provided as part of the
+    Software.
+
+    "Feedback" has the meaning set out in Section 5.2.
+
+    "Indie User" means a Licensee Using the Software via an Indie License
+    who is either an Eligible Indie Individual or an Eligible Indie
+    Organization.
+
+    "Interactive Software" means the portions of the Software excluding
+    Houdini Mantra, Karma, Houdini Batch, hython, and command-line
+    Houdini Engine.  Interactive Software includes Houdini Core,
+    Houdini FX, PilotPDG, and the Houdini Engine plug-ins.
+
+    "License" means a string of data that is issued upon the
+    redemption of an Entitlement, or issued by SideFX directly,
+    and that, when installed on a Computer, allows the Software to be
+    Used on that Computer.
+
+    "License Server" has the meaning set out in Section 3.3.
+
+    "License Type" has the meaning set out in Section 3.1.
+
+    "Licensee" has the meaning set out in Section 1.1.
+
+    "Licensee Affiliate Personnel" means the (i) employees (including
+    contract employees) of the applicable Licensee Affiliate, (ii)
+    third parties subcontracted by the applicable Licensee Affiliate
+    to create content for Licensee, (iii) co-op and other students
+    engaged by and otherwise working with the applicable Licensee
+    Affiliate, and (iv) interns of the applicable Licensee Affiliate.
+
+    "Licensee Personnel" means: (i) if Licensee is an individual, that
+    individual; or (ii) if Licensee is an Organization (A) Licensee's
+    employees (including contract employees), (B) independent
+    contractors engaged by Licensee, (C) co-op and other students
+    engaged by and otherwise working with or for Licensee, and (D)
+    Licensee's interns.
+
+    "Network Installation" has the meaning set out in Section 3.3.
+
+    "Non-Commercial License" means a License that is any of the
+    following License Types: Apprentice License, Education License and
+    Evaluation License. 
+
+    "Notice to Arbitrate" has the meaning set forth in Section 13.6.
+
+    "Open Source Software" and "Open Source Licenses" have the
+    respective meanings set out in Section 3.11.
+
+    "Orbolt Website" has the meaning set out in Section 3.10.
+
+    "Organization" has the meaning set out in Section 1.1.
+
+    "Person" includes an individual, corporation, partnership, joint
+    venture, trust, unincorporated organization, the Crown or any
+    agency or instrumentality of the foregoing or any other entity.
+
+    "Receiving Party" has the meaning set out in Section 12.1.
+
+    "Related Materials" means all materials related to the Software
+    being installed and all Upgrades, including documentation, user
+    manuals, training videos, tutorials and files, provided directly
+    or indirectly by SideFX, whether on-line or otherwise.
+
+    "Response" has the meaning set out in Section 13.6.
+
+    "Response Date" has the meaning set out in Section 13.6.
+
+    "Respondent" has the meaning set out in Section 13.6.
+
+    "SideFX" has the meaning set out in the preamble to this
+    Agreement.
+
+    "Software" has the meaning set out in the preamble to this
+    Agreement.
+
+    "Source Code Contribution" means any source code or any
+    modifications to source code shipped with the Software that Licensee
+    makes available to SideFX in order to improve the Software.
+
+    "Taxes" means any direct or indirect local, state, provincial,
+    federal or foreign taxes, levies, duties or similar government
+    charges or assessments of any nature, including sales taxes,
+    value-added taxes and withholding taxes, exigible on the
+    transaction contemplated by this Agreement.
+
+    "Territory" means: (a) the country, state, province, municipality
+    or other jurisdiction specified in the Transaction Confirmation;
+    (b) where no Transaction Confirmation is provided to Licensee and
+    Licensee obtains Entitlements(s) through the online process, the
+    Territory will be the province (in the case of Canada), state (in
+    the case of the United States) or equivalent administrative
+    division (in the case of some other country) that corresponds with
+    the address confirmed as part of the online purchase verification;
+    (c) if no country, state, province, municipality or other
+    jurisdiction is specified in the Transaction Confirmation or the
+    online purchase verification, the Territory shall be the province
+    (in the case of Canada), state (in the case of the United States)
+    or equivalent administrative division (in the case of some other
+    country) where Licensee originally installed the License(s).  In
+    the case of a Global Access License, the Territory will be the
+    world.  With respect to non-interactive Use of the Software in the
+    case of a Network Installation, the Territory will be the world.
+
+    "Third Party Rendering Software" has the meaning set out in
+    Section 3.7.
+
+    "Transaction Confirmation" means an invoice issued by SideFX
+    to Licensee in respect of Licensee's licensing of the Software or,
+    where no invoice is issued, the email, quotation or other
+    communication provided by SideFX to Licensee, setting out
+    certain particulars in respect of the licensing of the Software to
+    Licensee, which may include: (i) Licensee's name and contact
+    information; (ii) the Software product being licensed; (iii) the
+    applicable License Type(s); (iv) the fees payable to SideFX;
+    (v) the applicable Territory; (vi) the number of Entitlements
+    and/or Licenses issued or to be issued; (vii) the locations from
+    which the Software may be Used; (viii) the applicable term(s)
+    and/or termination date(s); and/or (xix) any additional
+    restrictions on Use of the Software.
+
+    "Updated Agreement" has the meaning set out in Section 1.3.
+
+    "Upgrades" means all updated and/or upgraded versions of the
+    software being installed that SideFX provides or makes
+    available to Licensee from time to time.
+
+    "Usage Purpose" means: (i) where Licensee is engaged primarily in
+    Commercial activities, the internal requirements of Licensee's
+    business in the ordinary course of such business; and (ii) where
+    Licensee is engaged primarily in non-Commercial activities, the
+    internal requirements of Licensee's ordinary course activities.
+    Notwithstanding the forgoing, the Usage Purpose shall not in
+    either case include the Use of the Software by any Licensee
+    Personnel of an Organization for any personal projects where it is
+    reasonably expected that revenue may be earned. 
+
+    "Use", "Used" or "Using" means: (i) to access, initiate, execute,
+    run, display, view and operate the Software, including to author,
+    modify and run digital assets; and (ii) in the case of the Related
+    Materials only, to review and print.
+
+    "Work Station Installation" has the meaning set out in Section
+    3.4.
+
+APPENDIX A
+
+                    TERMS AND CONDITIONS OF LICENSE TYPES
+          (capitalized terms used below are defined in the Agreement)
+
+Trial License Type
+    Permitted Use
+	The Software may be Used only for non-Commercial purposes. The
+	Software may not be Used to generate any work product that
+	will be used in any Commercial manner.
+
+	Only Licensee Personnel can Use the Software.
+    Installation
+	For each License issued, Licensee may install the License and
+	Use the Software only pursuant to a Workstation Installation.
+    License Relocation
+	No relocating of the License is permitted.
+    Dedicated Computer / License Server Relocation
+	No relocations permitted.
+    Term
+	Fifteen (15) days from the License activation date.
+
+Education License Type
+    Permitted Use
+	The Software may be Used only for purposes directly related to
+	learning the Software, teaching the Software, and training
+	others to Use the Software.  To be clear, the Software may not
+	be Used to generate any work product that will be used in any
+	Commercial manner.  The Software may be Used only by (A) a
+	formal educational institution, such as a degree-granting or
+	certificate-granting college or university; (B) any other
+	dedicated learning, teaching or training facility performing
+	instructional functions; or (C) a Licensee engaged in
+	Commercial activities approved by SideFX to Use the software
+	for training purposes.
+
+	Only Licensee Personnel can Use the Software.
+    Installation
+	Licensee may (A) for each License issued, install the License
+	and Use the Software pursuant to a Workstation Installation,
+	or (B) if multiple Licenses are issued for the purpose of
+	usage on a network, install the Licenses and Use the Software
+	pursuant to a Network Installation.
+    License Relocation
+	Licensee may relocate the License from the dedicated Computer
+	or a License Server, as applicable, to another Computer (in
+	which case such Computer would then be the dedicated Computer
+	or the License Server, as applicable) only (A) within the
+	Territory, (B) within a one hundred (100) kilometre radius of
+	where the dedicated Computer or License Server was located
+	when the License was originally installed, and (C) upon prior
+	written notice to SideFX.  A maximum of one (1) such
+	relocation is permitted without paying the applicable
+	relocation fee to SideFX. (*)
+    Dedicated Computer / License Server Relocation
+	Subject to applicable law, Licensee may relocate the dedicated
+	Computer only (A) within the Territory, (B) to a location within
+	a one hundred (100) kilometre radius of where the dedicated
+	Computer was located when the License was originally installed,
+	and (C) upon the prior written consent of SideFX (which consent
+	may be withheld by SideFX in its sole and absolute discretion).
+    Term
+	Three hundred and sixty five (365) days from the license
+	activation date.
+
+Evaluation License Type
+    Permitted Use
+	The Software may be Used only for purposes of internal
+	evaluation and demonstration of the capabilities of the
+	Software by and to Authorized Users.  The Software may not be
+	Used to generate any work product that will be used in any
+	Commercial manner.
+
+	Only Licensee Personnel can Use the Software, unless otherwise
+	agreed by SideFX and set out in the Transaction
+	Confirmation.
+    Installation
+	Licensee may (A) for each License issued, install the License
+	and Use the Software pursuant to a Workstation Installation,
+	or (B) if multiple Licenses are issued for the purpose of
+	usage on a network, install the Licenses and Use the Software
+	pursuant to a Network Installation.
+    License Relocation
+	Licensee may relocate the License from the dedicated Computer
+	or a License Server, as applicable, to another Computer (in
+	which case such Computer would then be the dedicated Computer
+	or the License Server, as applicable) only (A) within the
+	Territory, and (B) upon prior written notice to SideFX.
+	A maximum of one (1) such relocation is permitted without
+	paying the applicable relocation fee to SideFX.  (*)
+    Dedicated Computer / License Server Relocation
+	Subject to applicable law, Licensee may relocate the dedicated
+	Computer only (A) within the Territory, and (B) upon the prior
+	written consent of SideFX (which consent may be withheld by
+	SideFX in its sole and absolute discretion).
+    Term
+	Thirty (30) days from the License activation date.
+
+Commercial Workstation License Type
+    Permitted Use
+	The Software may be Used for Commercial or non-Commercial
+	purposes.
+
+	Only Licensee Personnel can Use the Software.
+
+	The number of Licenses available to Licensee and its
+	Affiliates is limited to a maximum of five (5), unless
+	otherwise agreed by SideFX.
+    Installation
+	For each License issued, Licensee may install the License and
+	Use the Software only pursuant to a Workstation Installation. 
+    License Relocation
+	Licensee may relocate the License from the dedicated Computer
+	to another Computer (in which case such Computer would then be
+	the dedicated Computer) only (A) within the Territory, (B)
+	within a one hundred (100) kilometre radius of where the
+	dedicated Computer was located when the License was originally
+	installed, and (C) upon prior written notice to SideFX.
+	A maximum of two (2) such relocations in any rolling seven
+	hundred and fifty (750) day period is permitted without paying
+	the applicable relocation fee to SideFX. (*)
+    Dedicated Computer / License Server Relocation
+	Subject to applicable law, Licensee may relocate the dedicated
+	Computer only (A) within the Territory, (B) to a location within
+	a one hundred (100) kilometre radius of where the dedicated
+	Computer was located when the License was originally installed,
+	and (C) upon the prior written consent of SideFX (which consent
+	may be withheld by SideFX in its sole and absolute discretion). 
+
+	Notwithstanding the foregoing paragraph and part (ii) of
+	Section 2.1 of the Agreement, if Licensee is an individual
+	freelance worker who is self-employed and does not have an
+	affiliation or long-term (i.e.  longer than nine (9) months)
+	contractual arrangement with any particular Organization,
+	Licensee may relocate the dedicated Computer and Use the
+	Software anywhere in the world in order to provide freelance
+	services to third parties. 
+    Term
+	Starting from the License activation date and ending on: (i)
+	the termination date as set out in the Transaction
+	Confirmation; or (ii) if there is no Transaction Confirmation,
+	the termination date selected upon purchase of the applicable
+	License.
+
+Indie License Type
+    Permitted Use
+	The Software may be Used for Commercial purposes, subject to
+	the limitations set out in Sections 6.2 and 3.7 of this Agreement. 
+
+	An Indie User and its Affiliates and related individuals,
+	collectively, may have or Use a maximum of three (3) purchased
+	Indie Licenses at any given time.
+
+	SideFX may elect to issue one supplementary License with each
+	purchased Indie License in order to enable the Indie User to
+	use The Software on a dual-boot Computer or a second Computer.
+	The supplementary License may only be Used by the same Indie
+	User using the corresponding purchased Indie License.
+    Installation
+	For each License issued, Licensee may install the License and
+	Use the Software only pursuant to a Workstation Installation. 
+    License Relocation
+	Licensee may relocate the License from the dedicated Computer
+	to another Computer (in which case such Computer would then be
+	the dedicated Computer) only (A) within the Territory, and (B)
+	within a one hundred (100) kilometre radius of where the
+	dedicated Computer was located when the License was originally
+	installed.  A maximum of one (1) such relocation is permitted
+	without paying the applicable relocation fee to SideFX.
+	(*)
+    Dedicated Computer / License Server Relocation
+	Subject to applicable law, Licensee may relocate the dedicated
+	Computer only (A) within the Territory, and (B) to a location
+	within a one hundred (100) kilometre radius of where the
+	dedicated Computer was located when the License was originally
+	installed. 
+
+	Notwithstanding the foregoing paragraph and part (ii) of
+	Section 2.1 of the Agreement, if Licensee is an individual
+	freelance worker who is self-employed and does not have an
+	affiliation or long-term (i.e.  longer than nine (9) months)
+	contractual arrangement with any particular Organization,
+	Licensee may relocate the dedicated Computer and Use the
+	Software anywhere in the world in order to provide freelance
+	services to third parties.  
+    Term
+	Three hundred and sixty five (365) days or seven hundred and
+	thirty (730) days from the License activation date. 
+
+Local Access License Type
+    Permitted Use
+	The Software may be Used for Commercial or non-Commercial
+	purposes.
+
+	Only Licensee Personnel can Use the Software
+    Installation
+	Licensee may install the Licenses and Use the Software only
+	pursuant to a Network Installation.
+    License Relocation
+	Licensee may relocate the Licenses from a License Server to
+	another Computer (in which case such Computer would then be
+	the License Server) only (A) within the Territory, (B) within
+	a one hundred (100) kilometre radius of where the License
+	Server was located when the License was originally installed,
+	and (C) upon prior written notice to SideFX.   A maximum
+	of two (2) such relocations in any rolling seven hundred and
+	fifty (750) day period is permitted without paying the
+	applicable relocation fee to SideFX, and is permitted
+	solely when the License Server is being replaced or upgraded.
+	(*) 
+    Dedicated Computer / License Server Relocation
+	Subject to applicable law, there are no restrictions on the
+	relocation of License Servers.
+
+	Licensee may relocate a Client Computer only within the
+	Territory and only to a location within a one hundred (100)
+	kilometres of all other Client Computers.
+    Term
+	Starting from the License activation date and ending on the
+	termination date as set out in the Transaction Confirmation.
+
+Global Access License Type
+    Permitted Use
+	The Software may be Used for Commercial or non-Commercial
+	purposes.  
+
+	The Software can be Used by (A) Licensee Personnel, and (B)
+	Licensee Affiliate Personnel and employees of Authorized
+	Subcontractors (subject to the additional requirements and
+	limitations set out in the definition of Authorized Users in
+	Section 14 of the Agreement). 
+    Installation
+	Licensee may install the Licenses and Use the Software only
+	pursuant to a Network Installation.
+    License Relocation
+	No restrictions on the relocation of Licenses.
+    Dedicated Computer / License Server Relocation
+	Subject to applicable law, there are no restrictions on the
+	relocation of License Servers or Client Computers
+    Term
+	Starting from the License activation date and ending on the
+	termination date as set out in the Transaction Confirmation.
+
+Project License Type
+    Permitted Use
+	The Software may be Used for Commercial or non-Commercial
+	purposes and solely for purposes of creating content for the
+	project as described in the Transaction Confirmation (the
+	"Project") by up to the number of Authorized Users set out in
+	the Transaction Confirmation. 
+
+	The Software can be Used by (A) Licensee Personnel, and (B)
+	Licensee Affiliate Personnel and employees of Authorized
+	Subcontractors (subject to the additional requirements and
+	limitations set out in the definition of Authorized Users in
+	Section 14 of the Agreement).
+    Installation
+	Licensee may install the Licenses and Use the Software only
+	pursuant to a Network Installation.
+    License Relocation
+	No restrictions on the relocation of Licenses.
+    Dedicated Computer / License Server Relocation
+	Subject to applicable law, there are no restrictions on the
+	relocation of License Servers or Client Computers.
+    Term
+	Starting from the License activation date and ending on the
+	earlier of: (A) the date that the Project is completed as
+	evidenced by the film, game or other product being made
+	Commercially available; and (B) the outside date set out in
+	the Transaction Confirmation.
+
+Developer License Type
+    Permitted Use
+	The Licensee may create Commercial plug-ins for the Software
+	and may use the Software to test their plug-ins.  The Licensee
+	may not use the Software to create content for Commercial
+	purposes.
+
+    All other permissions and restrictions listed in the Local Access
+    License Type apply.
+
+
+(*) For greater certainty, SideFX reserves the right to decline
+to consent to any relocation of the License from the dedicated
+Computer or License Server beyond the number expressly permitted
+above, in its sole and absolute discretion.