Articolo - End User Licence Agreement

Thank you for your interest in Articolo Products and Articolo CADs.

The following outlines the terms of this End User Licence Agreement (“EULA”). If You download or use Articolo CADs in any manner whatsoever, the rules of the EULA will apply between Bribe International Pty Ltd ABN 89 111 266 150 (“Articolo”), the owner of Articolo CADs and Articolo Products, and You, the end user.

In purchasing Articolo CADs (whether for free or payment), You agree to only use Articolo CADs in accordance with the terms set out below, including the specific Licence rights and limitations that apply to Your purchase. It is important to read and understand this EULA and the Licence terms, as downloading Articolo CADs forms a legally binding agreement between You and Articolo.

Specifically, this EULA defines Your rights, the acceptable uses of Articolo CADs, the prohibited uses of Articolo CADs, and the rights Articolo reserves. If You believe Your usage or need is not addressed, or if You are unsure of the meaning of any term or condition, please contact us via the details set out in clause 10 before downloading any Articolo CADs. If You do not agree to this EULA, then do not proceed to purchase, download, or use the Articolo CADs in any manner whatsoever.

By downloading Articolo CADs, You confirm that You have read, understand and agree to be bound by the terms of this agreement. Upon your purchase of Articolo CADs, Articolo agrees to grant You a licence or licences to use Articolo CADs on the terms of this EULA. By purchasing Articolo CADs you acknowledge you are purchasing a license to use the Articolo CADs in accordance with this Agreement and you will not own any rights (including copyright) in the Articolo CADs whatsoever.

Definitions

To help you understand this EULA, we have defined some terms that we will frequently refer to:

Articolo CADs means one or more digital files, images, or videos packaged in the form of a product that can be identified by a product name of an Articolo Product. Articolo CADs may include: Articolo catalogue product drawings, Articolo CAD drawings, 3D models, shapes, images, and all other representations of Articolo Products designed by Articolo. For the avoidance of doubt, this definition also includes derivative and intermediary files of Articolo CADs as well as other reproductions or representations of Articolo CADs and Articolo Products made by You or anyone authorised by You.

Articolo Products means all Articolo designed lighting and products and ancillary products, materials, and manuals.

Intellectual Property Rights means rights (whether registered or not and whether protected by statute or not and whether or not secret or confidential) owned and/or controlled by Articolo in relation to any invention and improvement, discovery, patent, copyright, trade mark (including service mark), design, circuit layout, trade secret or trade dress and get up, domain name, software, source code, process, technical or business information or records, underlying rights, know-how and Articolo CADs.

Licence means the licence terms and restrictions for purchase, use, and download of Articolo CADs detailed in this EULA.

Usage Terms means the specific usage terms provided by Articolo to You at the time of purchase of the licence for an Articolo CAD.

Website means any website owned and/or controlled by Articolo including but not limited to https://articolostudios.com/.

You, and Your are defined as and refer to a customer who has purchased a Licence to use the Articolo CADs pursuant to this EULA.

Rights

By agreeing to these terms, you agree and acknowledge that the Licence granted to You:

will be used in accordance with any Usage Terms;
is not exclusive to You;
may not be transferred or sub-licensed by You to any third party;
can be terminated by Articolo should You breach any of the terms of this EULA or the Licence Terms.

By agreeing to these terms, you warrant that you are not a distributor, reseller, dealer, manufacturer, or other wholesale buyer of lights and lighting related products; and

Intellectual Property Rights

You expressly acknowledge and agree that Articolo owns any and all rights, including without limitation Intellectual Property Rights in Articolo CADs, Articolo Products, and the Website. For the avoidance of doubt, nothing in this EULA transfers title to nor ownership of any Articolo’s Intellectual Property Rights to You.

General Licence Restrictions

No Copying or Reverse Engineering: You may not copy or reverse engineer the Articolo CADs or Articolo Products in any way, including by manual or automated means, or by using Articolo CADs or Articolo Products to create counterfeit Articolo Products.

No Modifications: You will not, and will not permit anyone else to, modify, adapt, translate, reformat, create a derivative work of, reverse engineer, decompile, disassemble or alter any part or whole of Articolo CADs or Articolo Products.

No Commercialisation: You may not sublicense, commercialise, offer for sale, sell, manufacture, or monetise Articolo CADs or any physical version based on the Articolo CADs.

No transfer or sharing of Articolo CAD files: You shall not allow any third party access to the CAD files. To the extent that you are preparing works incorporating the Articolo CADs for your client, you may only share a flattened or non-extractable rendered image of the represented Articolo Product to the client as incorporated into your design, not the Articolo CAD file itself.

No Misleading and Deceptive Conduct: You shall not use, nor allow to be used, the Articolo CADs or Articolo Products to mislead or deceive, or in a way that is likely to mislead or deceive consumers, including not limited to, by invoking the Articolo brand where you are not using or have any bona-fide intention to use Articolo Products in the resulting property or building.

No Inaccurate or Improper Use: You shall not use, or allow to be used, the Articolo CADs to inaccurately represent use of Articolo Products where they are not being used or there is no bona-fide intention to use Articolo Products in the resulting property or building.

Lawful Purpose: You shall not use, or allow to be used, the Articolo CADs, a flattened or non-extractable rendered image generated with the Articolo CADs and incorporating an Articolo Product for any unlawful purpose or in any unlawful manner.

Notify persons of conditions of using images incorporating Articolo CADs: If you share with a person (including a company) a flattened or non-extractable rendered image that includes a representation of an Articolo Product generated from the Articolo CADs, You will notify the person client, at the time of sharing the image, that their use of the image is subject to restrictions (e) to (g) above and that, by using the image, the person:

acknowledges that they have read and understood the conditions;
agrees to immediately cease using the image (including removing the image from websites, social media sites, and printed materials) if the person breaches any of the restrictions;
agrees to destroy all copies of the image (including deleting electronic copies of the image) if the person breaches any of the restrictions; and
agree to compensate Articolo for any damages caused to Articolo by breach of any of the restrictions.

Warranties, Limitations, and Indemnity

Articolo CADs are provided ‘AS IS” without warranty of any kind, either express or implied, including but not limited to implied warranties of non-infringement, merchantability, fitness for a particular purpose, or that the resulting Articolo Product will match the description of the goods in the Articolo CADs.

To the fullest extent permitted by law, Articolo excludes:
any and all liability in respect of loss of data, or any consequential or incidental damages to Your computer system and network for any damage caused by using Articolo CADs or any third-party links included in Articolo CADs, including any damages resulting from computer viruses; and
any and all representations, warranties or terms (whether express or implied) other than those expressly set out in this EULA.

You will indemnify and hold Articolo, its subsidiaries, directors, officers, employees, contractors, agents, Related Bodies Corporate (as defined by the Corporations Act 2001) and licensors harmless from any loss, damage, proceeding and cost (including all reasonable legal costs), whether in contract, tort, under statute or otherwise, directly or indirectly in connection to Your use or misuse of the Articolo CADs, Your breach of this EULA, or Your violation of any applicable law or the rights of any third party.


Termination

Any breach of the terms of this EULA shall be cause for immediate termination of your Licence without Articolo needing to provide notice or opportunity to cure your breach. Upon termination, You agree to immediately cease using and delete the Articolo CADs and certify that no copy remains in Your possession or control as well as remove from any and all materials (including from websites, social media sites, and printed materials) any Articolo CADs and representations of Articolo Products.

Remedies

Articolo shall be entitled to seek any and all remedies under law or equity, without limitation, including injunctive relief.

Without limiting clause 7(a) above, You agree to compensate Articolo for breaches of the restrictions in clauses 4(e) to 4(g) above by a client with which You have shared a flattened or non-extractable rendered image that includes a representation of an Articolo Product generated from the Articolo CADs in circumstances where You breach clause 4(h).

Choice of Law

This EULA shall be governed by the laws of the State of Victoria and the parties hereby submit to the jurisdiction of the courts of Victoria.

EULA Amendments

Articolo may at any time reasonably amend the terms under which it licenses the use of the Articolo CADs to You. Articolo will provide You with these amended terms and You agree that Your continued use of the Articolo CADs after receipt of the amended terms shall constitute Your acceptance of the amended terms. Non-acceptance of the amended terms terminates this EULA and your Licence for future use and You shall cease to use the Articolo CADs immediately.

Entire Agreement

This EULA embodies the entire understanding between Articolo and You and supersedes all prior arrangements or understandings in relation to Your use of Articolo CADs. If an applicable court declares any part of it to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. Failure or omission by Articolo to enforce or require strict performance or timely compliance with any provision of this EULA will not affect or impair that provision, or Articolo ’s rights to enforce that provision, and shall not constitute a waiver of such rights or remedies and shall not relieve You from compliance with such obligations.


Privacy

Wherever it is lawful and practicable, you have the option not to identify yourself when interacting with Articolo CADs. Sometimes Articolo collects personal information about You from other sources where it is necessary to do so. If Articolo collects your personal information from third parties in circumstances where you may not be aware that Articolo has collected such information, Articolo will either take reasonable steps to notify you of the collection and circumstances surrounding the collection, or Articolo will take steps to de-identify the information. Articolo does not share any of your personal information with third parties.

Contact

All inquiries to Articolo may be sent by email to [email protected].