SOFTWARE LICENSE AGREEMENT FOR MAXON CINEBENCH

This Software License Agreement (the "Agreement") is a legal agreement between you and MAXON Computer GmbH, Max-Planck-Straße 20, 61381 Friedrichsdorf, Germany ("MAXON"), governing the use of the benchmarking software MAXON CINEBENCH ("CINEBENCH").
By downloading or using CINEBENCH, you agree to be bound by and comply with the terms of this Agreement. If you do not agree to the terms of this Agreement, you are not allowed to download or use CINEBENCH.

1 Subject Matter

  1. CINEBENCH is a benchmarking software for the testing and benchmarking of computer hardware and system configurations when using MAXON CINEMA 4D. CINEBENCH does not include the application MAXON CINEMA 4D. MAXON provides CINEBENCH to you by courtesy and at no cost.
  2. The benchmarking results provided by CINEBENCH are indicative of overall system performance when using MAXON CINEMA 4D and do not necessarily reflect the performance of the tested hardware in general and/or with other applications. Performance of each component (processor, graphics card) also depends on other system components and circumstances. The results provided by CINEBENCH are typical, although not derived from specific testing procedures. MAXON does not warrant that the results obtained from any use of CINEBENCH will be accurate and reliable and will not make any verification of the results. You are solely responsible for any use of CINEBENCH and for any use and interpretation of the benchmarking results.
  3. You may publish and make available the benchmarking results obtained by you from using CINEBENCH provided that you identify MAXON and the CINEBENCH version with the following notice: “Maxon Cinebench Version [xx.xx]” You may not declare or imply that the benchmarking was performed, supported, verified or certified by MAXON.
  4. MAXON offers CINEBENCH to you “as is”. MAXON does not warrant that CINEBENCH operates without interruption or error, has specific functions, complies to specific requirements and is merchantable, free of defects in quality or title, compatible with specific software and hardware and suitable for a particular purpose.
  5. MAXON is under no obligation to provide technical maintenance and support to you, to rectify defects and to restore failed systems and lost data.

2 Grant of License

  1. Subject to the terms and conditions of this Agreement, MAXON hereby grants to you a personal, limited, non-exclusive right to install CINEBENCH on an unlimited number of computers and to use it in object code form on these computers solely for the purpose of testing and benchmarking the performance of computer hardware and system configurations when using MAXON CINEMA 4D (the “License”).
  2. You shall not make available, rent, transfer or sublicense CINEBENCH to any third party.
  3. You may translate, adapt, rearrange or otherwise modify CINEBENCH only to the extent required for the use in accordance with this Agreement and for the correction of defects, provided that MAXON refused to make such modifications or to correct such defects against adequate compensation.
  4. You may decompile CINEBENCH only to the extent permitted under Sec. 69e German Copyright Act and only if MAXON has not provided you within reasonable time upon your written request with data and/or information required to ensure the interoperability of CINEBENCH with other software.
  5. Except as expressly provided hereinabove, MAXON does not grant any express or implied rights or licenses to you.

3 Liability

  1. 3.1 MAXON shall be liable without limitations (1) in case of intent and gross negligence; (2) in case of injuries to life, body or health; (3) pursuant to the terms of the German Product Liability Act; and (4) under a guarantee granted by MAXON.
  2. 3.2 Subject to Sec. 3.1 above, MAXON’s liability for slightly negligent breaches of cardinal duties shall be limited to such damage which was typical for this kind of business and foreseeable upon the execution of this Agreement. Cardinal duties are duties of MAXON which enable the performance of this Agreement, i. e. are precondition of the performance of this Agreement, and which you may therefore rely on.
  3. 3.3 MAXON shall not be liable irrespective of the legal grounds except as expressly set forth in Sec. 3.1 to 3.2 above.

4 Termination

  1. 4.1 MAXON shall have the right to terminate this Agreement with immediate effect, if you (1) breach MAXON’s intellectual property rights; or (2) materially breach any provision of this Agreement and fail to cure such breach within twenty (20) days after receiving written notice specifying such breach from MAXON.
  2. 4.2 Any termination or expiration of this Agreement shall terminate the License with immediate effect and you shall immediately delete and destroy all copies and stop any use of CINEBENCH.

5 General Provisions

  1. 5.1 This Agreement shall be construed in accordance with and governed by the laws of Germany, but excluding the principles of conflict of laws and the United Nation Convention on the International Sale of Goods (CISG).
  2. 5.2 The parties agree to the exclusive jurisdiction of the competent courts of Frankfurt am Main, Germany, in respect of any proceeding, suit or action arising out of or in connection with this Agreement, including its valid conclusion or its termination.
  3. 5.3 This Agreement sets forth the entire understanding of you and MAXON with respect to its subject matter and supersedes all prior or contemporaneous oral or written agreements, if any. Any general terms and conditions of either party shall not apply, even if the other party does not expressly object to them.
  4. 5.4 This Agreement can be changed and amended only by a writing executed by both parties.
  5. 5.5 Any failure to insist upon strict performance of any provision of this Agreement shall not be construed as a waiver of legal remedies and claims or of any subsequent breach of the same or similar nature.
  6. 5.6 Neither party may assign, delegate or otherwise transfer this Agreement or its rights and obligations hereunder without the prior written consent of the other party. Any purported assignment, delegation or transfer in violation of the terms of this Agreement shall be void.
  7. 5.7 In case of discrepancies or contradictions between the German and another language version of this Agreement, the German version shall prevail.