TERMS AND CONDITIONS 

 

SOFTWARE LICENSING TERMS 

 

ARTICLE 1- USER LICENCE 

LIGHT & SHADOWS grants the CLIENT a personal, non-transferable, non-exclusive right to use the SOFTWARE for a fee, within the limit of the number of machines indicated in the order form. This license is granted for the duration indicated in the order form. It takes effect upon full payment of the fee. The right of correction, in accordance with the provisions of article L. 122-6-1 of the Intellectual Property Code, is reserved by LIGHT & SHADOWS.  

When it is specified in the order form that the license is for educational purposes, the use of the SOFTWARE is also reserved to pupils, students, teachers or researchers directly related to teaching, training or research activity requiring the use of the SOFTWARE. The use of the SOFTWARE may not then result in any direct or indirect commercial use of any kind whatsoever. 

When it is specified in the order form that the license is for test purposes, the use of the SOFTWARE may not result in any commercial direct or indirect use of any kind whatsoever and, the SOFTWARE may not be used to produce a result that would be directly or indirectly communicated to third parties or put on the market for free or against payment. 

 

ARTICLE 2- ACTIVATION KEY:  

The CLIENT acknowledges and accepts that the SOFTWARE is protected by a technical anti-copy device protected by an activation key. This key is generated according to the technical specifications of the machine on which the SOFTWARE is intended to be used (SSID). Without this key, the software cannot be used. Any CLIENT who wishes to obtain a new key due to a change of machine may, up to twice per calendar year, make a written request to LIGHT & SHADOWS by certifying in writing with a copy of their proof of identity that they no longer use the SOFTWARE on the old machine. Any additional request will be invoiced at the unit price of 100 euros excluding taxes. 

 

ARTICLE 3- MAINTENANCE SERVICES 

Preventive maintenance services (regular and routine maintenance of the SOFTWARE in order to keep it running and prevent any costly unplanned downtime from unexpected failure) as well as evolutive maintenance services (maintenance that may be required as and when changes, updates or upgrades are made to the software) are included in the user license granted in accordance with Article 1. 

It is however specified that LIGHT & SHADOWS will not provide maintenance services for the eventual open-source parts of the SOFTWARE. 

When a corrective maintenance service (i.e. providing upgrades and fixing bug preventing proper use of the SOFTWARE in accordance with SOFTWARE’s specifications and technical documentation) is specified in the order form, LIGHT & SHADOWS undertakes to make its best efforts to correct, remotely, all operating anomalies of the SOFTWARE in relation to its user documentation (hereinafter “INCIDENTS”) and affecting the SOFTWARE for the duration of the corrective maintenance service specified in the order form. This Article shall also apply to the warranty specified in Article 6. 

3.1 Reporting of INCIDENTS: An incident can be reported during working hours and days, i.e. from 9 am to 12 pm and from 2 pm to 5 pm (GMT+1) from Monday to Friday, excluding public holidays and/or non-working days. It can be reported by e-mail. 

3.2 Resolution of INCIDENTS: LIGHT & SHADOWS shall intervene during working hours and days as indicated in Article 3.1. LIGHT & SHADOWS may intervene at its discretion either by telephone, or by means of a remote maintenance software, or by sending a patch or workaround on optical media or by electronic communication (FTP, download link by email, etc.). The CLIENT undertakes that the resolution of INCIDENTS shall be at the sole discretion of LIGHT & SHADOWS which is not bound by any results obligation or time obligation and shall only make its best efforts to resolve the INCIDENTS reported. 

3.3 Intervention period: LIGHT & SHADOWS undertakes to intervene as soon as possible, this obligation being interpreted as a best-efforts obligation to be met by LIGHT & SHADOWS. 

3.4 Exclusions from the maintenance: LIGHT & SHADOWS is relieved of its corrective maintenance obligations in the following cases: 

- the INCIDENT is not reproducible or sufficiently documented by the CLIENT; 

- failure to comply with the technical requirements of LIGHT & SHADOWS; 

- modification of the SOFTWARE by the CLIENT or a third party; 

- refusal of the CLIENT to install a new version provided by LIGHT & SHADOWS or refusal to install a patch or remote maintenance software or a workaround; 

- refusal of the CLIENT to update a software with the required configuration 

- virus or malware on the machine where the SOFTWARE is installed; 

- cases of force majeure recognized by the law and the courts. 

Corrective maintenance does not include: 

- the development of new features or modifications to existing features, i.e. scalable maintenance or the provision of new versions; 

- improvement of the SOFTWARE performance; 

- backups of data related to the use of the SOFTWARE and the backup of the SOFTWARE; 

- maintenance of the operating system and the software and hardware required by the technical configuration to use the SOFTWARE; 

- regulatory maintenance, i.e. modifications to the SOFTWARE ordered by a change in law or regulation; 

- restoration of data related to the SOFTWARE in case of accidental or voluntary loss or following an INCIDENT. 

 

ARTICLE 4- USER SUPPORT 

When the support service is ordered, it consists, for the duration specified in the order form, of technical assistance in the use of the SOFTWARE by mail during working hours and days, i.e. from 9 am to 12 pm and from 2 pm to 5 pm (GMT+1) from Monday to Friday, excluding public holidays and/or non-working days. 

 

ARTICLE 5 - SOFTWARE DELIVERY 

The software is delivered electronically. The SOFTWARE is delivered without source and only in executable or object code version. Except when the service is ordered, LIGHT & SHADOWS is under no obligation to install, integrate or configure the SOFTWARE. LIGHT & SHADOWS undertakes to make every effort to deliver it as soon as possible when no delivery date is indicated in the order form. The delivery of the SOFTWARE and/or activation keys and the performance of the services are subject to the full payment of the price thereof. 

 

ARTICLE 6 – SOFTWARE GUARANTEES 

The proper functioning of the SOFTWARE in accordance with its user documentation is guaranteed for 90 days from delivery. Except when a corrective maintenance service is specified in the order form, LIGHT & SHADOWS is under no correction obligation after this 90-day period. LIGHT & SHADOWS warrants that the SOFTWARE is original and does not infringe the intellectual property rights of any third party recognized by the laws and regulations applicable in France (FR). The SOFTWARE is provided without any guarantees. In particular, LIGHT & SHADOWS does not warrant that the SOFTWARE is free of errors or malfunctions. LIGHT & SHADOWS does not guarantee any quantitative or qualitative results or performance other than those indicated in the user documentation. LIGHT & SHADOWS also does not guarantee the compatibility or interoperability of the SOFTWARE with software or hardware other than that indicated in the required configuration or order form. LIGHT & SHADOWS does not guarantee upward compatibility with new versions of the software and hardware listed in the system requirements. Specifically, LIGHT & SHADOWS does not guarantee the compatibility of its Software with the Cave system. LIGHT & SHADOWS does not guarantee the SOFTWARE in any case of modification of the source code by the CLIENT.  

 

ARTICLE 7 – SPECIFIC PROVISIONS RELATED TO STIPPLE SOFTWARE - PROHIBITION OF BATCHING 

As far as  the Stipple SOFTWARE is concerned, the CLIENT shall not batch during its use. More specifically, Stipple import feature cannot be used in the final built application at run-time. Import must be done in Unity Editor and must require a manual interaction. However, Stipple Batch is a command line program that can be subscribed separately. Stipple Batch allows to import a pointcloud without user interaction. 

 

ARTICLE 8- LIABILITIES 

The CLIENT is solely liable for the use of the SOFTWARE and alone bears the risks associated with its use. THE CLIENT acknowledges having received from LIGHT & SHADOWS all the information relating to the SOFTWARE features so that they can assess its suitability to their needs before ordering.  

More generally, the CLIENT will not use the Software for any purpose that is unlawful or prohibited by these Terms and Conditions. 

 

ARTICLE 9 – TECHNICAL CONFIGURATION REQUIRED 

The software, hardware and networks required to use the SOFTWARE not supplied by LIGHT & SHADOWS are specified in the appendix to this order form, and failing this, on the LIGHT & SHADOWS website or in the technical documentation provided to the CLIENT. 

 

ARTICLE 10 – RESTRICTIONS 

The CLIENT shall not, and agrees not to or enable others to, copy (except as expressly permitted by this License), decompile, reverse engineer, disassemble, attempt to derive the source code of, decrypt, modify, or create derivative works of the SOFTWARE or of any services provided by LIGHT & SHADOWS or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or by licensing terms governing use of open-source components that may be included with the SOFTWARE). 

Any reproduction or redistribution of the SOFTWARE not in accordance with these Terms and Conditions is expressly prohibited by law and may result in severe civil and criminal penalties. 

In certain circumstances, LIGHT AND SHADOWS will inform the CLIENT of any restrictions related to third party rights preventing certain uses of the SOFTWARE. 

 

EQUIPMENT DELIVERY TERMS 

 

ARTICLE 11 – EQUIPMENT DELIVERY 

Unless the order form specifies delivery by carrier included, the equipment ordered must be collected at the premises of LIGHT & SHADOWS. LIGHT & SHADOWS undertakes to make available or, if necessary, deliver the equipment within the period specified in the order form. This period shall not constitute a strict time limit and LIGHT & SHADOWS shall not be liable to the CLIENT in the event of a delay not exceeding thirty (30) days.  

In case of a delay exceeding this period, the CLIENT may request the cancellation of the sale. Payments already made will then be returned by LIGHT & SHADOWS with interest at the legal rate. LIGHT & SHADOWS shall under no circumstances be held liable in the event of a delay attributable to the CLIENT or in the event of force majeure.  

In the event of delivery by a carrier, it is up to the client to check the condition and number of packages on delivery. In the event of apparent damage or missing equipment, it is up to the CLIENT to issue reservations on the carrier's delivery slip. In case of the CLIENT's absence at the time of delivery, the costs of representation of the equipment by the carrier shall be borne by the CLIENT. 

It is also the CLIENT's responsibility to check whether the equipment is in proper condition upon receipt or upon removal from the premises of LIGHT & SHADOWS. The CLIENT shall have a period of forty-eight (48) hours from the receipt of the Products to issue such reservations in writing to LIGHT & SHADOWS. LIGHT & SHADOWS shall replace, as soon as possible and at its own expense, any equipment whose non-compliance has been duly proven by the CLIENT. No other claim will be validly accepted in the event of non-compliance with these formalities by the CLIENT. 

If the CLIENT is unable to have the equipment delivered when it is ready, LIGHT & SHADOWS may choose to either store them itself or to have them stored by a third party at its sole discretion. The cost of storage as well as additional insurance or handling costs will be invoiced in addition to the price of the equipment payable by the CLIENT. 

 
ARTICLE 12- RETENTION OF TITLE 

Ownership of the equipment ordered shall only be transferred to the CLIENT after full payment of the price by the latter, regardless of the delivery date of the said equipment. In the event of receipt of the equipment by the CLIENT before full payment of the price, the CLIENT is obliged to keep the said equipment in the same condition before full payment of the price. 

 

ARTICLE 13- TRANSFER OF RISKS 

Unless otherwise agreed by the Parties or stated otherwise in the order form, the risks of damage or loss of the equipment will be transferred to the CLIENT at the time of delivery. LIGHT & SHADOWS shall be deemed to have met its delivery obligation when LIGHT & SHADOWS informs the CLIENT that the equipment is ready to be taken away or, if the CLIENT decides to use a third party for transport, when LIGHT & SHADOWS hands over the equipment to the third party who accepts them without reservation. In the event that the CLIENT chooses the carrier, the CLIENT shall have no recourse against LIGHT & SHADOWS in the event of non-delivery of the equipment transported or damage during transport.  

 

ARTICLE 14- EQUIPMENT WARRANTY 

LIGHT & SHADOWS warrants the CLIENT, in accordance with the legal provisions, against any lack of compliance of the equipment and any hidden defect, resulting from a fault in the design or supply of the equipment, to the exclusion of any negligence or fault on the part of the CLIENT. LIGHT & SHADOWS may be held liable only in the event of proven fault or negligence and its liability is limited to direct damage to the exclusion of any indirect damage of any kind whatsoever. 

If, during the warranty period defined below, the CLIENT is unable to use the equipment under normal conditions of use and after having correctly followed the manufacturer's instructions, LIGHT & SHADOWS shall replace or repair such equipment subject to written notification by the CLIENT as soon as possible and after inspection by LIGHT & SHADOWS establishing the defect affecting the equipment. The said Equipment shall be returned to LIGHT & SHADOWS by the CLIENT at its own expense within two (2) months from the discovery of the suspected defect.  

Unless otherwise agreed, the warranty period for the Equipment shall be twelve (12) months from the date of delivery. The warranty period for the equipment replacing the defective equipment under warranty will be the unexpired period of the original warranty. This warranty shall not apply to accessories or consumables of the equipment supplied by LIGHT & SHADOWS, or to equipment that are samples or prototypes of products used for testing or evaluation. In this case, LIGHT & SHADOWS' sole obligation shall be to endeavor to supply equipment in accordance with the specifications and performance criteria approved by the CLIENT. Nor shall it apply when the defects reported by the CLIENT are inaccurate or incomplete, or when all or part of the equipment is supplied to LIGHT & SHADOWS by a third party designated by the CLIENT who does not have an equivalent warranty. The warranty shall not apply to Products that have been subject to repair, replacement, modification or alteration not authorized by LIGHT & SHADOWS or the equipment manufacturer. This warranty will also not apply in the event of failure to comply with the manufacturer's instructions on the use and storage of the equipment. 

In any event, in case LIGHT & SHADOWS is liable, its warranty shall be limited to the amount excluding taxes paid by the CLIENT for the supply of the Equipment. 

 

TERMS APPLICABLE TO THE SERVICES 

 

ARTICLE 15- PERFORMANCE OF SERVICES 

Unless otherwise specified in the order form, the services are performed remotely and within the time limits specified in the order form. The client acknowledges and accepts that they have a duty to inform and collaborate with LIGHT & SHADOWS and that they are solely responsible for the expression of their requirements. The client declares having informed LIGHT & SHADOWS in a complete and detailed manner about all the constraints that may have an effect on the performance of the service and the compliance with deadlines. When the services are provided in accordance with the information, instructions or specifications provided by the CLIENT, LIGHT & SHADOWS shall not be held liable for any delay or non-compliance relating to the result of the services and which are due to errors or omissions in the information, instructions or specifications provided by the CLIENT. LIGHT & SHADOWS performs its services as part of a general best-efforts obligation. 

 

ARTICLE 16 – SERVICES DELIVERY 

If the CLIENT has specific requirements to receive the services, the CLIENT may specify to LIGHT & SHADOWS the technical specifications of delivery of the services he wishes to set up. In the absence of precision, LIGHT & SHADOWS cannot be held liable for using any file transfer service company.  

Only the code related to the project as defined in the order form is transmitted to allow the CLIENT to make the necessary modifications. The source code will never be transmitted to the CLIENT unless differently specified in the order form. 

ARTICLE 17- ACCEPTANCE OF RESULTS OF THE SERVICES 

The client has 30 days, as of their provision, to ensure the acceptance of the results of the service and report any non-compliance. In case of no feedback from the CLIENT or the release of results of the service, the results shall be deemed to comply with the order. In addition, services relating to IT developments are warranted against processing errors or anomalies (e.g. bugs) for 90 days from the delivery. During this period, LIGHT & SHADOWS shall correct all errors or anomalies (e.g. bugs) relating to the services at no additional cost to the CLIENT, as stated in Article 3, provided that they are attributable to it. After this period, the CLIENT must order a corrective maintenance service as stated in Article 3 hereof. 

 

 

 

Article 18- INTELLECTUAL PROPERTY 

ARTICLE 18.1 - GENERAL 

LIGHT & SHADOWS retains rights to the results of the services. LIGHT & SHADOWS only grants the CLIENT a personal, non-transferable, non-exclusive right to use the results. The results shall be treated as confidential and may not be disclosed to third parties without the prior written consent of LIGHT & SHADOWS.  

All the materials disclosed to the CLIENT during negotiation remains LIGHT AND SHADOWS’ property which owns intellectual property rights on it.  

 

ARTICLE 18.2 – SHADERS AND MATERIALS DEVELOPED BY LIGHT & SHADOWS 

LIGHT & SHADOWS retains all intellectual property rights over its custom shaders (codes and graphs) and resulting materials. These shaders and materials are protected under copyrights and incorporate LIGHT & SHADOWS’ know-how and trade secrets. The CLIENT shall not display, disclose or use these shaders and materials in any other way than what was expressly agreed in writing by LIGHT & SHADOWS.   

 

ARTICLE 19 – CONFIDENTIALITY 

All information and data disclosed during the setting of the services, including wireframe and digital models, may not be used by the CLIENT for any other purpose than its relationship with LIGHT & SHADOWS.  Reciprocally, LIGHT & SHADOWS will not disclose confidential information related to the CLIENT.  

 

 

TERMS APPLICABLE TO ALL ORDERS 

 

 

ARTICLE 20 – HIERARCHY AND EVOLUTION 

These Terms and Conditions prevail over any other contractual documents signed between the CLIENT and LIGHT & SHADOWS (i.e. order forms and technical specifications) 

These Terms and Conditions are subject to change, at LIGHT & SHADOWS’ sole discretion. In such a case, the CLIENT will be informed upstream with a reasonable prior notice.  

 

ARTICLE 21 - PAYMENT - PAYMENT INCIDENT  

All payments are due within thirty (30) days from the receipt of the invoice by the CLIENT. Orders or payments are firm and irrevocable. Payments can be made by cheque or bank transfer. 

In the event of a payment incident, whether it is a late payment, a partial payment, a rejection of the debit from the CLIENT's account: 

- default interest calculated from the due date until the effective date of payment shall be due by the CLIENT to LIGHT & SHADOWS automatically and without the need for a reminder or formal notice. The default interest amount is calculated by applying an interest rate equal to three times the legal interest rate in force at the time of the payment incident to the outstanding sums.  

- a lump sum of €40 shall automatically be due for any payment incident, as internal collection costs incurred by LIGHT & SHADOWS, without the need for a reminder or formal notice. Justified additional compensation may also be requested if LIGHT & SHADOWS incurs higher costs. 

Such sums shall not be due when the amount cannot be paid on time owing to a company voluntary arrangement or administration or compulsory liquidation proceedings. 

In the event of partial or total non-payment, LIGHT & SHADOWS, in addition to the possibility of suspending the execution of this contract and applying both legal and contractual measures and actions at its disposal in the event of payment incidents, shall in particular be entitled to terminate this contract after sending a formal notice to the CLIENT by registered letter with acknowledgement of receipt, which remains unanswered for eight days from its receipt or from the date of its first presentation. 

 

ARTICLE 22 - LIABILITIES 

In the event that the liability of LIGHT & SHADOWS is recognized by an enforceable or final court decision, such liability shall be capped at the price of the order in question, which the CLIENT acknowledges and accepts.  

Under no circumstances may a party be held liable for indirect damages related to an order, including but not limited to operating losses, financial losses, loss of turnover, loss of profit, loss of opportunity, loss of reputation or image, loss of clients, loss of prospects, commercial or economic loss. 

LIGHT & SHADOWS shall not be liable for any breach of data or maintenance failure of any open-source components that may be included within the SOFTWARE. 

LIGHT & SHADOWS is not liable if the platform (i.e.: Unity, …) on which the Software is implemented does not work anymore or if the hardware supplier ceases its production and the hardware at stake is discontinued. 

 

ARTICLE 23 – FORCE MAJEURE 

Neither of the Parties may be held liable for delay, non-performance or any other failure to meet its obligations under the Agreement, where such failure is the result of a case of force majeure recognized by law and the courts. In case of force majeure, Article 1218 of the Civil Code will be applied. 

 

ARTICLE 24 – TRANSFERABILITY 

The CLIENT may not assign or transfer its rights and obligations resulting from an order without the prior written consent of LIGHT & SHADOWS. The CLIENT may not rent, lease, lend, sell, redistribute, or sublicense the SOFTWARE. 

 

ARTICLE 25 – TERMINATION FOR BREACH 

In the event of a party's failure to meet any of its obligations, the other party may automatically terminate the order by registered letter with acknowledgement of receipt, without prejudice to the damages to which it may be entitled. The termination will take effect on the date on which the RAR termination letter is first presented to the recipient. 

The client acknowledges and agrees that the termination of a license agreement shall automatically terminate the services related to this software. 

In any case, the termination of the Agreement shall not release the CLIENT from any obligation to make any payment due prior to the termination date, it being recalled that the amounts received hereunder shall be permanently retained by LIGHT & SHADOWS and that the amounts due on the termination date shall remain so regardless of the occurrence of such termination. 

 

ARTICLE 26 – DATA PROTECTION AND PRIVACY – GDPR 

Personal data may be collected by LIGHT & SHADOWS in its capacity as controller, for the following purposes: invoicing and estimates of services, sales and licenses; management and performance of services, sales and licenses, management of rights under the Data Protection Act, commercial advertising for  products or services of LIGHT & SHADOWS. 

The data that may be processed by LIGHT & SHADOWS for the purposes described above include identification data (last name, first name, address, e-mail address, telephone number, company, role, login ID, password), data for connecting to LIGHT & SHADOWS servers (IP address, requests), data relating to the monitoring of the business relationship or project management. 

The personal data is retained for five years from the end of the business relationship unless regulatory or legal obligations involve a longer retention period. Under Article 77 of the Regulation known as “GDPR” (Regulation No 2016/679 of 27 April 2016) it is recalled that without prejudice to any other administrative or judicial remedy, every data subject shall have the right to lodge a complaint with the French data protection authority, if the data subject considers that the processing of personal data relating to him or her infringes the laws applicable to personal data. It is also recalled that he or she also has the right, under certain conditions, to request access to his or her personal data, the correction or deletion of such data (or a limitation of the processing), to object to the processing or to withdraw his or her consent on legitimate grounds. He or she also has a right, under certain conditions, to data portability and to define the fate of his or her data after his or her death. For any request relating to the processing of personal data, the data subject may send a request by post to LIGHT & SHADOWS at the address indicated in the order form. 

 

ARTICLE 27 – NON-SOLICITATION 

The CLIENT expressly and irrevocably undertakes not to, directly or indirectly, in particular through an intermediary or through a company or other entity, solicit and hire any employee of LIGHT & SHADOWS with a view to employing them, directly or indirectly in any capacity whatsoever (employee, consultant or corporate officer). 

 

ARTICLE 28 – ADDRESS FOR SERVICE - LAW AND COURTS WITH JURISDICTION 

Unless otherwise expressly agreed by mutual agreement, the parties shall choose their respective registered office as the address for service. The Parties expressly undertake to attempt to amicably settle any dispute relating to the performance or interpretation of the Contract. These terms and conditions are subject to French law (FR). The courts with jurisdiction are those of the city of Paris (FR-75), notwithstanding multiple defendants and third-party appeals. 

 

 

Configuration required:  

 

Recommended configuration: 

• Video Card: GTX1070 or greater 

• CPU: Core i7 

• Memory: 16GO or greater 

• Video Output: DisplayPort 

• USB Ports: 1x USB 3.0 port 

• OS: Windows 10 

Minimum required configuration: 

• Video Card: NVIDIA GTX 1060 / AMD Radeon RX 480 or greater 

• CPU: Intel i5-4590 / AMD Ryzen 5 1500X or greater 

• Memory: 8GB RAM or greater 16GO is VERY recommended 

• Video Output: DisplayPort 

• USB Ports: 1x USB 3.0 port 

• OS: Windows 10