KEMax Downloader

Please read the licence agreement below. You must agree to the terms of our agreement before downloading.

END-USER LICENSE AGREEMENT -- KEMax

IMPORTANT-READ CAREFULLY:

This End-User License Agreement (this "Agreement") is a legal agreement between you, an individual ("you" or "your"), and Knife Edge Software, LLC (the "Owner"). This Agreement applies to the computer software product, in machine readable form only, that accompanies this Agreement (the "Software").

By opening or breaking the seal on the Software packet(s), installing or downloading the Software, you agree to be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement, the Owner is unwilling to license the Software to you. In that event, you may not download, install, use, or copy the Software.

The Software is solely owned by the Owner and the Owner's licensors. The Software is licensed, not sold. The Software is protected by U.S. and international copyright laws and treaties, as well as other intellectual property laws and treaties.

SECTION 1.	DEFINITIONS

1.1	Derivative Works: means any work that is produced using the Software as defined in 1.2, or any work based upon the Software, such as a revision, modification, translation, abridgement, condensation, expansion, used to create a 3D Model or image, or any other form in which such Software may be recast, transformed, or adapted and that if prepared without the authorization of the owner of the copyright in such Software, would constitute a copyright infringement, including any compilation that incorporates such Software.

1.2	Software: KEMax, a software tool used to convert 3dsMax files to the proprietary format used by RealFlight.

SECTION 2.	LICENSE

Subject to the terms of this Agreement, the Owner hereby grants you a limited, nonexclusive, personal, and nontransferable license for use of the Software (in object code form only) by a single person. 
	
SECTION 3.	CONFIDENTIALITY AND LIMITATIONS OF USE

3.1	The Software constitutes trade secrets and confidential information of the Owner and its licensors. 
	
3.2	You may not under any circumstances: 
	(a)	Copy the Software, except for a single backup copy; 
	(b)	Sublicense, distribute, modify, adapt, translate, reverse engineer, decompile, or disassemble the Software; 
	(c)	Use or allow use of the Software after the termination or expiration of this Agreement (except pursuant to another valid license);
	(d)	Access, use, or disclose the Software source code; 
	(e)	Remove or alter any copyright or other proprietary rights notices included in or affixed to the Software; 
	(f)	Sell, license, disclose, or distribute any product designed or intended for use with the Software;  
	(g)	Sell, assign, or license any derivative works based upon the Software in whole or in part;  
	(h)	Distribute, convey, or otherwise transfer any derivative works via physical shareable media;
	(i)	Use the Software in applications, systems, or the design and construction of aircraft, when failure of the Software to perform could reasonably be expected to result in serious physical injury, loss of life, or material damage to property.
	
SECTION 4.	OWNERSHIP

All right, title, and interest in the Software, including any updates or revisions thereto, is and shall remain the sole and exclusive property of the Owner, its licensors, and their successors and assigns. All derivative works, based upon the Software, are the sole and exclusive property of the Owner and its successors and assigns. Other than the limited license explicitly set forth in this Agreement, no interest in or rights or licenses to the Software are granted to you, and no interest in or rights or licenses to the Software shall inure in or accrue to you, whether by implication, estoppel, or otherwise. All rights of any kind in the Software that are not expressly granted in this Agreement are entirely and exclusively reserved to and by the Owner, its licensors, and their successors and assigns.

SECTION 5.	UPDATES; SUPPORT

The Owner is not obligated to provide any updates, revisions, new versions, bug fixes, maintenance, or support for the Software. Any such materials or services must be obtained pursuant to a separate agreement.

SECTION 6.	LIMITED WARRANTY

6.1	The Owner does not warrant that the Software will meet your requirements or that operation of the Software will be uninterrupted or error-free. The Owner is not responsible for problems caused by changes in, or modifications to, the operating characteristics of any computer hardware or operating system for which the Software is procured, nor is the Owner responsible for problems that result from using the Software in conjunction with an incompatible operating system, hardware, or third-party software.

6.2	THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES OR OBLIGATIONS, EXPRESS OR IMPLIED. THE LICENSOR EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.

SECTION 7.	LIMITATION OF LIABILITY

THE LIABILITY OF THE OWNER AND ITS LICENSORS FOR DEFECTIVE SOFTWARE IS LIMITED TO THE OWNER'S OBLIGATIONS UNDER THE LIMITED WARRANTY SET FORTH ABOVE. IN NO EVENT SHALL THE LIABILITY OF THE OWNER OR ITS LICENSORS FOR THE USE OR INABILITY TO USE THE SOFTWARE OR FOR BREACH OF THIS AGREEMENT EXCEED THE AMOUNT OF THE LICENSE FEE FOR THE SOFTWARE TO WHICH THE CLAIM RELATES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE OWNER OR ITS LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR LOST OR DAMAGED DATA; SUBSTITUTE GOODS; LOST PROFITS; INTERRUPTION OF BUSINESS; OR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, OR INCIDENTAL DAMAGES, HOWEVER CAUSED, WHETHER BASED ON CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT, WARRANTY, OR ANY OTHER LEGAL THEORY.

SECTION 8.	TERMINATION

8.1	This Agreement shall commence at the time you open or break the seal on the Software packet(s), install or download the Software and shall continue until terminated. Either party may terminate this Agreement immediately on the other party's breach of any term of this Agreement and failure to fully remedy the breach within 10 days of receiving notice of the breach.

8.2	On termination of this Agreement for any reason, you shall immediately cease all use of the Software in any form and immediately return or destroy all copies of the Software in your possession or control.

8.3	Except as otherwise stated in this Agreement, any provisions in this Agreement that by their sense and context are intended to survive the termination of this Agreement shall survive such termination. Notwithstanding the foregoing, any cause of action that the Owner may have against you for breach of this Agreement before the date of termination shall survive such termination.

SECTION 9.	U.S. GOVERNMENT RESTRICTED RIGHTS

The Software and documentation are commercial items, as that term is defined at 48 CFR 2.101, consisting of commercial computer software and commercial computer software documentation, as those terms are used in 48 CFR 12.212 or 48 CFR 227.7202, as applicable. Consistent with 48 CFR 12.212 or 48 CFR 227.7202-1-227.7202-4, all U.S. Government end users acquire the software and documentation with only those rights set forth herein.
	 
SECTION 10. GENERAL

10.1	Waiver. No waiver of any violation or nonperformance of this Agreement in one instance shall be deemed to be a waiver of any subsequent violation or nonperformance. All waivers must be in writing.

10.2	Severability. If any term or provision of this Agreement is to any extent held to be invalid, illegal, or unenforceable by any court of competent jurisdiction, the remainder of this Agreement shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforced to the fullest extent permitted by law.

10.3	Notice. Any notice or report under this Agreement shall be deemed given if delivered or sent by first-class mail, postage prepaid, addressed to the other party at that party's current address, or at such other address as designated by the party by written notice. If notice is given by mail and the notice affects other parties' rights under this Agreement, the effective date of the notice shall be seven days after the date of mailing or the date the notice is received, whichever is earlier.

10.4	Applicable Law; Disputes. This Agreement shall be governed by and construed in accordance with the laws of the state of Oregon, U.S.A., without regard to Oregon's conflict-of-laws principles. The parties expressly disclaim the United Nations Convention on Contracts for the International Sale of Goods, and the provisions thereof will not govern this Agreement. The parties agree that any claim asserted in any legal proceeding by one party against the other shall be commenced and maintained exclusively in state or federal court located within Benton County, Oregon. Both parties hereby submit to the jurisdiction of such courts over each of them personally in connection with such litigation, and waive any objection to venue in such courts and any claim that such forum is an inconvenient forum.

10.5	Injunctive and Other Equitable Relief. You agree that the remedy at law for any breach or threatened breach of this Agreement by you would, by its nature, be inadequate, and that in that event the Owner shall be entitled, in addition to damages, to a restraining order, temporary or permanent injunctive relief, specific performance, and other appropriate equitable relief, without showing or providing that any monetary damage has been sustained.

10.6	Entire Agreement. This is the entire agreement between the parties with respect to the subject matter of this Agreement. It supersedes all prior or contemporaneous agreements, understandings, or representations with respect to the Software. This Agreement may not be modified or amended except in a writing signed by both parties. Any preprinted terms on your purchase order are expressly rejected by the Owner and shall be given no force or effect.