End-User License Agreement

We are excited to have you on board as a valued user of IANA Exclusive Fabrics ("the Software"). Before you begin exploring the features and benefits, we kindly ask you to carefully review and fully comprehend the terms and conditions presented in this End-User License Agreement ("EULA"). This agreement governs your legal relationship with the creators and licensors of the Software. By installing, accessing, or using the Software, you acknowledge that you have read, understood, and consent to be bound by the terms and conditions of this EULA. If you do not agree to these terms, please refrain from using the Software. Your usage of the Software signifies your acceptance of this agreement, and we appreciate your cooperation in ensuring a safe and enjoyable experience for all users.

This End-User License Agreement ("EULA") is made and entered into as of the date you purchase the Software (the "Effective Date") by and between IANA Digital Couture House, registered under the Chamber of Commerce number 90444825, located at Heuvelstraat 177 B 4812PJ Breda Breda Nederland, lawfully represented by Tatiana Popkova, hereinafter referred to as the "Licensor," and you, hereinafter referred to as the "Licensee."

1. Definitions

In this Agreement, the following words and expressions shall have the following meanings:

Software: Iana Exclusive Fabrics are digital fabrics/materials which are designed to be used in digital fashion, 3D modelling, game design and other digital crafts. A digital fabric/material is a .zip file containing an .sbsar Substance file, which can be used in programmes such as CLO, Substance Painter or Blender (and more), and 4K .png maps. The software is sent to the Licensee after they have purchased it from www.iana.digital.

Licence: shall have the meaning given in clause 2.1.

Force Majeure Events: shall have the meaning set forth in clause 6.7.

Effective Date: shall mean the date of this Agreement.

Business Days: a day other than Saturday or Sunday upon which banks are open for business in Amsterdam.

Equipment: The equipment on or in connection with which the Software has been or will be interpreted by the Licensor and already functions or will function.

Documentation: The documentation accompanying the Software.

Materials: The auxiliary materials required for use and implementation of the Software, such as software, interfaces, compilers, etc.

Implementation: The introduction of the Software into the Equipment and, where necessary, the modification of the Software in such a way as to make the Software function in accordance with the agreed specifications.

No provision of this Agreement shall be interpreted adversely against a Party solely because that Party was responsible for drafting that particular provision.

Words denoting the singular shall include the plural and vice versa. Words denoting one gender shall include another gender.
The words “include”, “included” or “including” are used to indicate that the matters listed are not a complete enumeration of all matters covered.

The headings in this Agreement are for construction purposes as well as for reference.

2. The Licence

Subject to the terms and conditions set forth in this Agreement the Licensor hereby grants to Licensee worldwide , nontransferable, nonexclusive, revocable, limited right to access and use the Software (the “Licence”) for the term of this Agreement. The License does not include a right to grant sub-licenses.
In relation to the implementation of clause 2.1, the Licensor shall grant the Licensee access to the Software on its servers following the Effective Date, facilitating Licensee's ability to download the Software in accordance with this Agreement.
The Licensor shall maintain the Software. This maintenance shall include: Support: providing assistance with defects, as well as advising on the use and functioning of the Software.
The Licensee is authorised to use the software for an unlimited number of personal and/or commercial projects with a revenue for the financial year not exceeding € 10,000. In the event that the revenue for the financial year has exceeded €10,000, the Licensee must inform ianavanaken@gmail.com and purchase the studio license for the Software. The price of the studio license will be determined based on the type of product (Software) being used.
It is expressly forbidden to:
1. decompile, decrypt, create derivative works, disassemble, modify, or reverse engineer the Object Code of the Software in any way, except as otherwise expressly permitted in this Agreement and except to the extent permitted by mandatory law;
2. provide copies of the Software to third parties;
3. use the Software for any unlawful or illegal activity;
4. sublicense the Software or otherwise make available the Software to third parties, including by rental, Software-as-a-Service models or otherwise;
5. modify the Software, except to the extent permitted by mandatory law;
6. intentionally harm, infringe, misuse or otherwise bring into disrepute the reputation of the Licensor and/or the Software;
7. impersonate or misrepresent the Licensor when it uses the Software.
8. remove indications of the Licensor as copyright holder of the Software or to remove or render illegible any part thereof.

3. Duration of the Agreement

This Agreement commences on the Effective Date (the date the Software is purchased). The Parties may terminate this Agreement in writing subject to a notice period of 30 days.
The Licensor may terminate this Agreement (i) effective 10 Business Days after written notice to the Licensee in the event that the Licensee fails to pay when due any fees for the use of the Software, or (ii) effective 10 Business Days after written notice to the Licensee in the event that the Licensee breaches any other material provision of this Agreement, and the Licensee does not cure such failure to pay or breach within such 10 Business Days period.
The termination of this Agreement as to Licensee shall result in immediate termination of this Licence as without the need for prior written notice.

4. Financial arrangements

The Licensee will pay the price for the Software specified on the website www.iana.digital at the moment of purchase (includes VAT) per installment as a licence fee.

5. Updates and Upgrades

The Licensor may, at her sole discretion, issue “Updates” (i.e. minor enhancements, additions, and substitutions to the Software). Updates, if any, may be made available to Licensee free of charge, unless explicitly and specifically determined by the Licensor in writing otherwise.
Upgrades. The Licensor may, at its sole discretion, issue upgraded versions of the Software. “Upgrades” (i.e. modifications, additions or substitutions that result in a substantial change, improvement or addition to the Software in respect of functionality and/or performance) are provided for an additional fee. The determination of whether a matter involves an Update or an Upgrade is within the sole discretion of the Licensor.

6. Liability

The Licensee hereby accepts responsibility for any and all obligations that it may have towards the Licensor under this Agreement. made available to the User by TKB International.
If there is any breach of Intellectual Property Rights of the Licensor, the Licensee shall be held liable for any damages in accordance with applicable laws.
If the Licensor should be liable for damage caused by the Licensee to any third person in accordance with the applicable laws, the liability of the Licensor shall be compensated by the Licensee in a full amount. The Licensee must compensate for any damages, third party claims, penalties imposed by authorities and other damages, loss, expenses, costs, fees, or penalties incurred by the Licensor which are caused by the actions of the Licensee or any of its employees, officers, authorised representatives, directors.
The Licensor shall not be liable for damages in any form, except insofar as caused by intent or gross negligence of the Licensor. The total cumulative liability of the Licensor for any Losses under or in connection with this Agreement, whether for negligence, breach of contract, tort, misrepresentation or otherwise, shall be, in relation to all events occurring in a given calendar year, limited to an amount equal to 15,000 Euros in the aggregate.
The exclusions and limitations on liability set out in this article 6 shall not apply to liability arising out wilful intent, fraud or gross negligence by a Party, or by that Party’s directors or officers with leadership oversight over the performance of the Agreement.
There are situations when the Software will not be accessible, including but not limited to necessary maintenance and circumstances outside the control of the Licensor such as the Software access failure, for which the Licensor shall never be liable. The Licensor shall not be held liable for damages if the Software does not function properly and the Licensee is unable to use the Software, including but not limited to:
1. during the period of the Software maintenance announced by the Licensor;
2. the technical failures on operations of the Software including but not limited to service interruptions due to hacker attacks, technical adjustments, and so on;
3. wars, riots, terrorist attacks, and other Force Majeure Events resulting in the Software’s operations failures.
Neither Party shall be liable or deemed to be in default for any delay or failure in performance under this Agreement (except for payment obligations) resulting, directly or indirectly, from acts of God, civil or military authority, acts of the public enemy, war, riots, civil disturbances, insurrections, accidents, fire, explosions, earthquakes, floods, the elements, strikes, labor disputes, epidemics or pandemics or government regulations as a result or any causes beyond its reasonable control (“Force Majeure Events”); provided that the Party failing to perform in any such event will promptly resume or remedy, as the case may be, the performance of its obligations hereunder as soon as practicable.

7. Indemnification

The Licensee shall indemnify the Licensor and keep the Licensor indemnified from and against any claims, suits and Losses incurred or suffered by the Licensor or its affiliates as a consequence of a breach of Licensee’s obligations under this Agreement.
The Licensor explicitly indemnifies the Licensee against any action of third parties as by these third parties based on alleged infringement by the Licensee on intellectual and industrial property rights of said third parties regarding the Software used by the Licensee, as delivered and/or made available by the Licensor.

8. Intellectual Property Rights

Except as expressly provided, nothing in this Agreement shall transfer, assign, license or otherwise grant either Party any right or interest in any other Party’s Intellectual Property Rights.
The Licensor shall retain all title to and ownership of all proprietary documentation, software, techniques, tools and processes used by the Licensor and/or developed by the Licensor in granting the Licence or any tools associated with the Software, including, without limitation, all written materials, copyright and patent rights, and other intellectual property rights.
The Licensee shall report to the Licensor any attempt or actual infringement of the Licensor’s Intellectual Property Rights of which it has become aware.

9. Amendment of the Agreement

The Licensor reserves the right to modify and update this End-User License Agreement ("EULA") at any time to reflect changes in the Software or legal requirements. In the event of any amendments to this agreement, the Licensee will be notified via email at the email address provided during the registration/purchasing process or any updated email address provided subsequently.
The Licensee's continued use of the Software after receiving the notification of the amended EULA shall constitute their acceptance of the revised terms. If the Licensee disagrees with any modifications made to this EULA, they shall cease using the Software and may terminate this agreement by providing written notice to the Licensor.
It is the responsibility of the Licensee to ensure that the email address provided to the Licensor is accurate and up-to-date. The Licensor shall not be held liable for any consequences resulting from the Licensee's failure to receive the notification due to an outdated or incorrect email address.

10. Consequences of nullity or voidability

Each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law. If any term or provision in this Agreement shall be held to be illegal or unenforceable, in whole or in part, under any enactment or rule of law, such term or provision or part shall to that extent be deemed not to form part of this Agreement but the enforceability of the remainder of this Agreement shall not be affected. The Parties shall substitute the invalid, void or unenforceable provision with a valid and enforceable provision which reflects as near as possible the intention of the parties as referred in the provision thus substituted.

11. Final provisions

No general terms and conditions shall apply to this Agreement on either side.
This Agreement comprises the entire agreement between the Parties and supersedes all previous agreements between the Parties, regardless of whether they were made orally or in writing.
The Parties shall each bear their own costs of this Agreement, if they have incurred costs for this purpose.
Nothing in this Agreement and no action taken by a Party under this Agreement shall be deemed to constitute a partnership between or involving any of the Parties or constitute any Party the agent of any other Party for any purpose.

12. Applicable law

The provisions of this Agreement shall be governed by and interpreted in accordance with the laws of The Netherlands, without giving effect to the conflicts of law principles thereof. The Parties mutually agree that the provisions of the Vienna Sales Convention shall not be applicable with respect to this Agreement.
The Dutch courts for the principal place of business of the Licensor shall have jurisdiction over all disputes arising from this Agreement.

Last updated July 24, 2023