Acceptance of Contract Terms

THE CINEVERSITY ONLINE TRAINING AND EDUCATIONAL RESOURCE WEB SITE IS INTENDED FOR USE ONLY FOR LAWFUL PURPOSES. BY SUBSCRIBING TO THIS SERVICE, YOU AGREE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO THESE TERMS AND CONDITIONS OF USE. YOU ALSO AGREE TO REVIEW THIS AGREEMENT PERIODICALLY IN ORDER TO BE AWARE OF MODIFICATIONS TO THE AGREEMENT, WHICH MODIFICATIONS MAXON MAY MAKE FROM TIME-TO-TIME AND AT ANY TIME. YOUR CONTINUED ACCESS TO OR USE OF THIS SITE WILL BE DEEMED YOUR CONCLUSIVE ACCEPTANCE OF ANY MODIFIED AGREEMENT.

YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT, THE TERMS AND CONDITIONS OF WHICH SHALL PREVAIL IN GOVERNING YOUR RIGHTS OF USE. BY CLICKING THE "SUBSCRIBE HERE" BUTTON, YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, YOU MUST NOT SELECT THE BUTTON INDICATING "SUBSCRIBE HERE" AND YOU MUST NOT INSTALL OR USE THE CONTENT.

1. Definitions:

• "MAXON" refers to MAXON Computer Inc.
• "Cineversity" refers to Cineversity.
• "You" refers to the user or subscriber.
• "Content" refers to the Cineversity training content.
• "Site" refers to the Cineversity web site.
• Agreement" refers to this terms and conditions of use agreement.
• "Terms" refers to the terms and conditions of use found within this agreement.

2. License:

MAXON hereby grants to You a worldwide, non-royalty bearing, non-exclusive license to use the Content according to the provisions contained herein and subject to payment of the applicable subscription fees.

3. Fees:

The rights granted under this Agreement are effective only upon payment of the subscription fees, which are strictly non-refundable other than as expressly provided herein. The term "yearly subscription" is defined as any 365-day period. The yearly subscription will be renewed automatically each 365-day period unless you cancel the subscription. The term "yearly subscription" is defined as one 365-day period. A yearly subscription terminates automatically at the conclusion of each 365-day period. MAXON reserves the right, in its sole discretion, to change, modify, or discontinue any aspect or feature of this site, including, without limitation, the content, availability, access and/or the terms of this site, in whole or in part, or to impose new conditions, including, without limitation, a modification of fees and charges for use at any time. Such changes, modifications, additions or deletions will be effective immediately upon notice thereof, which notice may include posting such changes on this Site. MAXON may terminate this Agreement at any time, without notice to you, if it believes, in its sole judgment, that you have breached or may breach any term or condition of this Agreement, or it may terminate this Agreement for its convenience or for any other reason.

4. Restrictions:

You may not do any of the following:

• Save the Content to your hard disk or other storage medium;
• Permit others to use the Content;
• Copy, modify, reverse engineer, disassemble, redistribute, republish or adapt the Content;
• Make derivative works based on the Content;
• Publish or otherwise disseminate the Content;
• Delete any author attributions, legal notices, or proprietary designations or labels that you upload;
• Manipulate or otherwise display the Site or any of its content by "deep linking" or "framing" or similar navigational technology;
• Violate Cineversity's security mechanisms, access any data or server you are not authorized to access; or otherwise breach the security of the Site or corrupt the Site in any way;
• Use the Site in any manner that adversely affects the availability of its resources to other users; and
• Transmit any material that that contains a virus or corrupted data.

MAXON, Cineversity Online Training and Educational Resource and the Cineversity website is owned and operated by MAXON as a corporation of record. All materials on this site are the property of MAXON unless otherwise specified. No material from these pages may be copied, reproduced, republished, downloaded, uploaded, posted, transmitted, or distributed in any way. Modification of the materials or use of the materials for any other purposes is a violation of the U.S. Copyright law and other intellectual property laws. For purposes of this Agreement, the use of any such material on any other web site or networked computer environment is prohibited.

5. Limited Warranty:

MAXON warrants that the Content, if operated as directed, will substantially achieve the functionality described. MAXON does not warrant, however that your use of the Content will be uninterrupted or that the operation of the Content will be error-free or secure.

MAXON also warrants that the media containing the Content, if provided by MAXON is free from defects in material from the date You acquired the Content. MAXON's sole liability for any breach of this warranty shall be, in MAXON's sole discretion: (i) to replace the defective media or Content on the Site; or (ii) to advise you how to achieve substantially the same functionality with the Content as described; or (iii) if the above remedies are impracticable, to refund the pro-rated subscription fee You paid for the Content. Only if You inform MAXON of your problem with the Content during the applicable period will MAXON be obligated to honor this warranty. MAXON will use reasonable commercial efforts to repair, replace, advise, or refund pursuant to the foregoing warranty within thirty (30) days of being so notified. If You make any modifications to the Content during the warranty period; if the medium is subjected to accident, abuse, or improper use; or if you violate the Terms of this Agreement, then this warranty shall immediately terminate.

This warranty shall not apply if the Content is used on or in conjunction with hardware or software other than the unmodified version of hardware and software with which the Content was designed to be utilized.

THIS IS A LIMITED WARRANTY, AND IT IS THE ONLY WARRANTY MADE BY MAXON OR ITS SUPPLIERS. MAXON MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD PARTIES' RIGHTS. YOU MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, TO THE FULL EXTENT PERMITTED BY LAW, THE DURATION OF STATUTORILY REQUIRE WARRANTIES, IF ANY, SHALL BE LIMITED TO THE ABOVE LIMITED WARRANTY PERIOD. MOREOVER, IN NO EVENT WILL WARRANTIES PROVIDED BY LAW, IF ANY, APPLY UNLESS THEY ARE REQUIRED TO APPLY BY STATUTE NOTWITHSTANDING THEIR EXCLUSION BY CONTRACT. NO DEALER, AGENT, OR EMPLOYEE OF MAXON IS AUTHORIZED TO MAKE ANY MODIFICATIONS, EXTENSION, OR ADDITIONS TO THIS LIMITED WARRANTY.

MAXON MAKES NO WARRANTY THAT CINEVERSITY WILL MEET YOUR REQUIREMENTS, OR THAT CINEVERSITY WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES THE MAXON MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF CINEVERSITY. MAXON WILL NOT BE LIABLE FOR ANY DIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, WHETHER FORESEEABLE OR NOT, WHICH MAY RESULT FROM THE UNAVAILABILITY OR MALFUNCTION OF CINEVERSITY. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF CINEVERSITY IS AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. YOU UNDERSTAND AND AGREE THAT MAXON DOES NOT GUARANTEE THE ACCURACY OR COMPLETENESS OF ANY INFORMATION IN OR PROVIDED IN CONNECTION WITH CINEVERSITY. MAXON IS NOT RESPONSIBLE FOR ANY ERRORS OR OMISSIONS OR FOR THE RESULTS OBTAINED FROM THE USE OF SUCH INFORMATION. THE INFORMATION IS PROVIDED WITH THE UNDERSTANDING THAT NEITHER MAXON NOR ITS MEMBERS, WHILE SUCH MEMBERS ARE PARTICIPATING IN CINEVERSITY, ARE ENGAGED IN RENDERING LEGAL OR MEDICAL ADVICE, COUNSELING OF ANY KIND OR OTHER PROFESSIONAL SERVICES OR ADVICE. MAXON ENCOURAGES YOU TO SEEK APPROPRIATE PROFESSIONAL ADVICE OR CARE FOR ANY SITUATION OR PROBLEM WHICH YOU MAY HAVE. MAXON SHALL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE CAUSED, OR ALLEGED TO HAVE BEEN CAUSED, DIRECTLY OR INDIRECTLY, BY THE INFORMATION OR IDEAS CONTAINED, SUGGESTED OR REFERENCED IN THIS SERVICE AREA. YOUR PARTICIPATION IN CINEVERSITY IS SOLELY AT THE YOUR OWN RISK. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM MAXON OR THROUGH CINEVERSITY SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

MAXON MAKES NO WARRANTY REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH CINEVERSITY OR ANY TRANSACTIONS ENTERED INTO THROUGH CINEVERSITY. MAXON specifically disclaims liability for direct, consequential or incidental damages arising from such transactions.

NOT ALL TUTORIALS ARE GUARANTEED TO WORK WITH ALL VERSIONS OF CINEMA 4D.

Indemnification: You agree to indemnify and hold MAXON, its parents, subsidiaries, affiliates, officers and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of Cineversity, the violation of these Terms of Service by you, or the infringement by you, or any other subscriber of your account, of any intellectual property or other right of any person or entity.

6. Proprietary Rights:

MAXON reserves all proprietary rights in and to the Content, and is protected by copyright and other intellectual property laws and international treaties. MAXON retains all worldwide rights in its intellectual property, including, but not limited to its trademarks, inventions, ideas, trade secrets, the "look and feel" of the Site, its color combinations, layout, and all other graphical elements, and the copyright in and to its original content included on the Site. The information contained herein is subject to change without notice.

7. Termination:

This Agreement shall automatically terminate if You fail to comply with the restrictions described herein. Your obligations to pay outstanding subscription fees shall survive any termination of this Agreement.

8. Limitation of Liability:

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL MAXON OR ITS SUPPLIERS OR RESELLERS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES. YOUR USE OF THIS SITE IS AT YOUR SOLE RISK AND ANY CONTENT THAT YOU DOWNLOAD IS DOWNLOADED AT YOUR OWN DISCRETION AND RISK AN YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM IN EXCESS OF THE AMOUNT MAXON RECEIVED FROM YOU FOR A LICENSE TO THE CONTENT, AND FOR ANY LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH CONTENT, INCLUDING ANY DAMAGES RESULTING FROM COMPUTER VIRUSES.

IN NO EVENT WILL MAXON BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE AMOUNT MAXON RECEIVED FROM YOU FOR A LICENSE TO THE CONTENT, EVEN IF MAXON SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY.

9. Third Party Materials:

This Site may contain links and pointers to Internet sites maintained by others ("third party sites"). MAXON does not purport to review, monitor, or endorse any such third party sites and MAXON: is not responsible or liable for the content or availability of such sites; does not warrant, guarantee, endorse, recommend, or otherwise promote the products, processes, services, or content of such sites or of any external site; and makes no representations whatsoever about such sites. If you decide to access any of the third party sites linked to this site, you do this entirely at your own risk. You agree that MAXON is not liable, directly or indirectly, for any damage or loss caused by or in connection with use or reliance on the content, goods or services available on third party sites. Once you link to another site, you are subject to the privacy policy of the new site.

This Site may contain material submitted, posted, or owned by others ("third party materials"). You acknowledge that MAXON does not pre-screen third party materials, but reserves the right to screen, block, or restrict access to, or the availability of, or to disable, any third party materials that is available on or through this Site. You must evaluate and bear all risks associated with use of any third party materials. MAXON may disable, restrict access to or the availability of, any third party material that violates its Terms, is illegal, or is otherwise objectionable.

10. Privacy:

MAXON respects and pledges to protect your privacy consistent with this Site's posted Privacy Policy. Please see Cineversity's Privacy Policy (LINK) for further details.

11. Posting in Forums:

You agree not to send or post any material that is unlawful, harassing, libelous, abusive, threatening, racially offensive or objectionable material of any kind. You concede that Cineversity may acquire Rights to use any posted materials as described as follows. Upon submitting content to any "public area" of Cineversity, you grant Cineversity and its affiliates a royalty-free, perpetual, irrevocable, non-exclusive right and license to use, resell, reproduce, modify adapt, publish, translate, all uses whatsoever partially or whole, for the full term of any Rights that exist in such content. You also warrant that the holder of any Rights has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above.

The posting of advertisements on Cineversity is strictly prohibited. The administrator of the Site will immediately delete all such posts. By responding to a classified or personal advertisement on Cineversity, you waive any claims against MAXON for damages arising from such advertisement or your reliance upon statements in such advertisement.

12. Governing Law and Dispute Resolution:

This Agreement is governed by California law, without regard to any provision that would make the laws of another jurisdiction applicable. All disputes between You and MAXON shall be finally resolved through binding arbitration in Ventura, California, USA. If any court of competent jurisdiction holds any provisions of this Agreement invalid or unenforceable, then such provision will be enforced to the maximum extent permissible so as to effect the intent of this Agreement, and the remainder of the Agreement will remain in full force and effect. MAXON's failure to insist on strict performance of any of the Terms of this Agreement will not operate as a waiver of any subsequent default or failure of performance. You agree to comply with all applicable laws, including any international laws, in using this Site.