Last Update: March 1st, 2025

This Agreement terminates and replaces any previous Agreement between You and Gábor Miklós, owner of RapidMXS concerning the installation and the Use of UVReactor (the Software in all its variations).

PLEASE READ THE FOLLOWING AGREEMENT CAREFULLY BEFORE ORDERING OR DOWNLOADING OR INSTALLING, OR USING THE SOFTWARE (UVReactor) AND ITS ASSOCIATED LICENSES.

DOWNLOADING OR USING THE SOFTWARE MEANS YOU ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT.

IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT DOWNLOAD, INSTALL, COPY OR USE THE SOFTWARE.

This Agreement is effective as you activate the software.

The terms used in this Agreement shall have the meaning ascribed to them in this Section 1 or elsewhere in this Agreement.

“Agreement” means the UVReactor General Terms and Conditions and the Specific Terms and Conditions attached as Schedule 1 hereto.

“Commercial Terms” means the Fees payable by You as set out on the RapidMXS Website, quotes, invoices, and price list, as the case might be, for Your Use of the Software.

“Commercial Use” means the Use of the Software for direct or indirect income-generating purposes.

“Consumer” means an individual person acquiring the Software for purposes that are outside of that individual’s trade, business, craft, or profession, and that such individual is not making any Commercial Use of the Software.

“Fee” shall mean any fee, cost, and expense as set out in the Commercial Terms that are payable for Your Use of the Software.

“Intellectual Property Rights” means any current and future intellectual property rights, including copyrights, trademarks, trade names, business names, domain names, design rights, inventions, confidential information, trade secrets and know-how, including commercial know-how, patents, utility models, database rights, and all similar or analogous proprietary rights of whatever nature and in each case in any parts of the world and whether or not registered or registrable including, in relation to the above, all granted registrations and all applications for registration and any renewals, reversions, and extensions.

“Legal Entity” means any company, corporation, limited liability company, general partnership, limited partnership, limited liability partnership, proprietorship, joint venture, or other forms of business organization, and includes, without limitation, any government, not-for-profit, educational or academic institution, including but not limited to any primary or secondary school, vocational school, college or university. The License subscribed by a Legal Entity in consideration of its Revenue shall only serve the purpose of this Legal Entity and may not be extended to its subsidiaries or affiliated companies without Gábor Miklós’s (RapidMXS’s) prior written consent.

“License” shall mean the limited right to Use the Software as further detailed in these General Terms and Conditions and in the applicable Specific Terms and Conditions.

Please find below the definition of available licenses:

“Indie License” means a License to Use the Software granted to either (i) an individual, being or not a Professional User, or a commercial Legal entity, with Revenue not exceeding €100,000 during the prior fiscal year or (ii) a non-profit Legal Entity. Government entities may not subscribe to Indie Licenses.

“Pro License” means a License to the Software granted to (i) a Professional User or (ii) a commercial Legal Entity other than an educational or academic Legal Entity, with an annual Revenue above €100,000 or (iii) a government Legal Entity.

“Nodelocked License” means a license for the Software which may be attached to one or two computers using its RapidMXS Host ID of the computers, but concurrent use on both computers is not permitted.

“Licensee Content” means 3D models, images, or other content You developed from Your Use of the Software.

“Professional User” means a User making any Commercial Use of the Software provided that such User may be subscribing to an Indie License or a Pro License.

“Revenue” means annual gross revenue, both operating and non-operating, or raised and/or granted funds, as accounted by the Legal Entity during the prior fiscal year (including turnover and subsidies). Revenue is defined in EUROS or an equivalent amount in another currency.

“RapidMXS Account” means the personal subscription account of a RapidMXS User, to be granted a perpetual license on the Software as defined below.

“RapidMXS Host ID” refers to a string of text which uniquely identifies Your activation to RapidMXS.

“Software” means the RapidMXS proprietary software product, licensed to You under the Specific Terms and Conditions that You and RapidMXS entered into. “Software” more specifically refers to UVReactor in all its variations.

“Standalone License” means a type of License that allows You the right to access UVReactor on a limited number of computers.

“Term” means the duration of the License granted to You under the Agreement as set out in Section 8 of the General Terms and Conditions.

“Token” means an access right to UVReactor.

“Use” means the loading, installation, and use of the Software in accordance with the terms of the Agreement.

“User” means an individual person who is authorized by RapidMXS to Use the Software.

“Website” or “RapidMXS website”: means the Website accessible at www.rapidmxs.com owned and operated by Gábor Miklós.

“You” means the User or the Legal Entity Using the Software as a Licensee.

“Your” means relating to You or made or done by You.

Concerning the Software and except as expressly permitted under the Agreement:

2.1 You shall not, and shall not assist, enable, permit, or otherwise allow any third party to translate, reverse engineer, decompile, disassemble, or create derivative works from the Software or provide the Software as “software as a service”.

2.2 You shall not, and shall not assist, enable, permit, or otherwise allow any third party to use, copy, modify or transfer the Software, or any copy in whole or in part, except in the course of loading or installing.

2.2 You shall not, and shall not assist, enable, permit, or otherwise allow any third party to provide, disclose, display or otherwise make available the Software or any copy, portion extract, or derivative thereof, or permit the use of any of the foregoing by or for the benefit of multiple users or any third party, including, without limitation, by uploading the Software and its Licenses to a network or file-sharing service time-sharing, or subscription service basis, on a hosting, cloud, service-bureau, or for carrying out any third party administrative, outsourcing, or other services, IF THE FOREGOING CONFLICTS WITH THE IMPERATIVE OF ITEM 3.2 OF THESE TERMS AND CONDITIONS HEREIN.

3.1 Software License Terms

Subject to the terms and conditions of the Agreement, including the applicable Specific Terms and Conditions, and Your compliance therewith, including Your payment of all Fees payable, if any, RapidMXS grants You, for the Term of this Agreement, a limited, non-exclusive, personal, non-transferable to a user outside the Legal Entity acquiring the License, non-sublicensable, non-divisible, revocable License, solely to install and execute the executable form of the Software, solely for Your internal Use by a single User, for the purpose of developing Your Licensee Content. RapidMXS commits to deliver the License within three (3) working days once Your order payment is received. The Software shall be provided to You in object code. In no event shall the source code of the Software be made available to You. RapidMXS may display Your logo’s company on RapidMXS UVReactor users’ website unless You notify RapidMXS in writing not to do so.

3.2 One License per User

Each User of the Software must hold one (1) valid License of the Software.

3.3 Node-locked License

If Your License is Nodelocked, the License may be installed on two (2) different computers by the User, but You shall not be allowed to Use both copies simultaneously by different persons.

5. All title, including but not limited to copyrights and all other intellectual property rights, which shall include, but not be limited to, all patents, patent applications, inventions (whether patentable or not), trade secrets, know-how, technical data, design, software (including source code, object code, and algorithms), trademarks, logos and any similar or equivalent rights to any of the foregoing rights (throughout the world), in and to the Software and any copies thereof are owned by RapidMXS or, if applicable, by its suppliers and partners. You acknowledge and agree that nothing in this Agreement shall be construed or interpreted as granting You any title or ownership in or to the intellectual property rights embodied in the Software. RapidMXS reserves all rights not expressly granted to You.

6.1 Where applicable, You agree to pay all amounts due for the Software as set forth in the online store, quote, and/or Proforma invoice. All Fees payable under this Agreement are net amounts and are payable in full, without deduction for taxes or duties of any kind. You will be responsible for and will promptly pay, all taxes, including but not limited to, sales, use, and withholding taxes associated with this Agreement and/or Your receipt or Use of the Software, except for taxes based on RapidMXS’s net income if any. In the event that RapidMXS is required to collect any tax for which You are responsible, You will pay such tax directly to RapidMXS. If You pay any withholding taxes that are required to be paid under applicable law, You will promptly provide RapidMXS with written evidence from tax authorities of the payment of such taxes.

6.2 By downloading or using the Software, You accept the Payment Terms given in the online store, quote, or Proforma Invoice. If no Payment Terms are indicated, it is defined by default at NT0 – 0 Day net, i.e., payment on the order.

7. The Software does not collect user data.

For information about how we collect, use or otherwise process information about You and Your Use of our website, please see our Privacy Policy.

TERM AND TERMINATION
Right of withdrawal

8.1 Statutory Right of Withdrawal:
In accordance with applicable consumer protection laws, you have a statutory right to withdraw from this Agreement within 14 days from the date of the contract’s conclusion (the “Withdrawal Period”). This right is provided solely by law and may not be waived where such waiver is prohibited.

8.2 Waiver Upon Activation:
By downloading, installing, or activating the Software, you acknowledge that the Software immediately commences its functionality. If you choose to activate the Software during the Withdrawal Period, you expressly consent to waive your right to withdraw with respect to the activated portion of the Software, to the extent permitted by applicable law.

8.3 Withdrawal Prior to Activation:
Should you decide not to activate the Software, you may exercise your right of withdrawal in full within the Withdrawal Period. If you elect to withdraw prior to activation, any fees paid will be refunded in accordance with our Refund Policy, subject to any lawful deductions.

8.4 Compliance with Local Law:
If any provision of this section is inconsistent with mandatory consumer protection laws in your jurisdiction, the applicable legal provisions shall prevail, and you will retain all non-waivable rights provided by law.

If You have a query about the Software, You can consult this dedicated web page on Help Ressource: https://rapidmxs.com/docs/uvreactor-beta/ or https://discord.gg/3QUmnYug or You may contact the RapidMXS by email at the address provided on RapidMXS website.

8.5 Duration of the Agreement
This Agreement and the license granted hereunder are effective on the date You first order Licenses or download or use the Software and shall continue for as long as You own the Software unless this Agreement is terminated under this section.

All subscription License durations are subject to the terms present in the Specific Terms and Conditions.

RapidMXS may revise the General Terms and Conditions and the Specific Terms and Conditions) at any time for legal, best practice, or any other reason. RapidMXS will not use this right to make substantial changes to the Terms to Your detriment without allowing You to agree. If You do not agree to the changes made to the Terms, You may terminate any License. You are expected to regularly check for revisions to the Terms as they are binding on You. Any subsequent Use by You of any Software after a change in the Terms shall imply that You accepted the revised Terms.

8.6 Maintenance Fee
No tacit Maintenance renewal is applied.

You can get the latest version of the software (yearly) by paying a maintenance fee for RapidMXS. This will grant you to use the software UVReactor with the most recent version of Autodesk 3ds max. Once you have paid for the full version of the software you will be granted to buy a Maintenance license which let’s you use the software with the forthcoming release of Autodesk 3ds max.

8.7 Termination of the Agreement
RapidMXS may terminate this Agreement at any time if You fail to comply with any term(s) hereof.

You may terminate this Agreement effective immediately upon written notice to RapidMXS. Upon termination of this Agreement, the license granted hereunder will terminate, and You must stop all use of the Software and uninstall all copies of it. All provisions in connection with the Intellectual Property Rights in the Software shall survive the termination of this Agreement.

Please note that no refund will be possible if you cancel the Agreement after paying the License Fees and if Your License is tied up to at least one Token. If you cancel the Agreement after paying the License Fees, and if Your License is not tied up to any Token, no refund will be made 8 days after the license’s creation date.

9. THIS SOFTWARE, ALL ACCOMPANYING FILES, DATA, AND MATERIALS ARE PROVIDED TO YOU “AS IS” AND WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED. THE LICENSEE SHALL ASSUME ALL RISKS OF INSTALLING OR USING THE SOFTWARE. RAPIDMXS AND ITS LICENSORS DISCLAIM ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT, AND ANY WARRANTIES AND CONDITIONS ARISING OUT OF THE COURSE OF DEALING OR USAGE OF TRADE, INCLUDING USE OR COMBINATION OF THE SOFTWARE WITH THIRD-PARTY APPLICATIONS. RAPIDMXS FURTHER DOES NOT WARRANT THAT THE SOFTWARE WILL ALWAYS FUNCTION UNINTERRUPTED OR ERROR-FREE. SUPPOSE YOU ARE LICENSING FROM A THIRD-PARTY PROVIDER. IN THAT CASE, RAPIDMXS SHALL HAVE NO LIABILITY WHATSOEVER TOWARDS YOU, INCLUDING WITHOUT LIMITATION LIABILITY FOR INFRINGEMENT OF ANY THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS BY THE THIRD-PARTY PROVIDER, IRRESPECTIVE OF THE FACT THAT PAYMENTS HAVE BEEN MADE TO RAPIDMXS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM RAPIDMXS OR ELSEWHERE WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THIS AGREEMENT. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THE AGREEMENT.

10. IN NO EVENT SHALL RAPIDMXS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL (INCLUDING LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA OR INFORMATION) OR ANY OTHER DAMAGES BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INDEMNITY, STRICT LIABILITY OR OTHERWISE. THE AFOREMENTIONED LIMITATIONS APPLY EVEN IF RAPIDMXS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. RAPIDMXS SHALL HAVE NO LIABILITY WITH RESPECT TO THE CONTENT OF THE SOFTWARE OR ANY PART THEREOF (INCLUDING SUCH CONTENT GENERATED BY THE LICENSEE AND EXAMPLE/DEFAULT CONTENT PROVIDED IN THE SOFTWARE AND PRODUCED BY A THIRD PARTY), INCLUDING BUT NOT LIMITED TO ERRORS OR OMISSIONS CONTAINED THEREIN, LIBEL, INFRINGEMENTS OF RIGHTS OF PUBLICITY, PRIVACY, TRADEMARK RIGHTS, BUSINESS INTERRUPTION, PERSONAL INJURY, LOSS OF PRIVACY, MORAL RIGHTS OR THE DISCLOSURE OF CONFIDENTIAL INFORMATION.

11. “Confidential Information” shall mean the Software and all other information disclosed to You that RapidMXS characterizes as confidential at the time of its disclosure either in writing or orally, except for information which You can demonstrate: (a) is previously rightfully known to You without restriction on disclosure; (b) is or becomes, from no act or failure to act on Your part, generally known in the relevant industry or public domain; (c) is disclosed to You by a third party as a matter of right and without restriction on disclosure; or (d) is independently developed by You without access to the Confidential Information. You shall use Your best efforts to preserve and protect the confidentiality of the Confidential Information at all times, both during the term hereof and for a period of at least 3 years after termination of this Agreement, provided, however, that any source code You receive shall be held in confidence in perpetuity. You shall not disclose, disseminate or otherwise publish or communicate Confidential Information to any person, firm, corporation, or another third party without the prior written consent of RapidMXS. You shall not use any Confidential Information other than in the course of the activities permitted hereunder. You shall notify RapidMXS in writing immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement and will cooperate with RapidMXS in every reasonable way to regain possession of Confidential Information and prevent any further unauthorized use. Suppose You are legally compelled to disclose any of the Confidential Information, then, prior to such disclosure. In that case, You will (i) immediately notify RapidMXS prior to such disclosure to allow RapidMXS an opportunity to contest the disclosure, (ii) assert the privileged and confidential nature of the Confidential Information, and (iii) cooperate fully with RapidMXS in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of such disclosure and/or use of the Confidential Information. If such protection is not obtained, You shall disclose the Confidential Information only to the extent necessary to comply with the applicable legal requirements.

12. This Agreement is governed by and is to be construed in accordance with Hungarian law, and the parties agree to submit to the exclusive jurisdiction of the Hungarian courts.

13.1 You understand and agree that monetary damages alone might not be an adequate remedy and as such RapidMXS shall have the right to seek injunctive relief in any court of competent jurisdiction.

13.2 You may not assign or transfer this Agreement or any rights granted hereunder, by operation of law or otherwise, without RapidMXS’s prior written consent, and any attempt by You to do so without such consent will be void.

13.3 Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise.

13.4 All notices required or permitted under this Agreement shall be in writing. All notices to You might be either in the form of an electronic mail or by registered mail with acknowledgment of receipt. All notices to RapidMXS shall be sent by registered mail with acknowledgment of receipt to RapidMXS’s registered office or otherwise to the address set forth in the applicable ordering document or invoice or to such other address as may be specified by RapidMXS.

13.5 Each party may enforce its respective rights under the Agreement even if it has waived the right or failed to enforce the same or other rights in the past. Any waiver, modification, or amendment of any provision of this Agreement will be effective only if in writing and signed by authorized representatives of both parties.

13.6 If any provision of this Agreement is held to be unenforceable or invalid, that provision will be enforced to the maximum extent possible, and the other provisions will remain in full force and effect.

13.7 This Agreement is the complete and exclusive understanding and agreement between the parties regarding its subject matter and supersedes all proposals, understandings, or communications between the parties, oral or written, regarding its subject matter, unless You and RapidMXS have executed a separate agreement governing Your Use of the Software.

13.8 Translations. The English language version of this Agreement is legally binding in case of any conflict between the English version and any translations.

13.9 Any terms or conditions contained in Your purchase order or other ordering documents that are inconsistent with or in addition to the terms and conditions of this Agreement are hereby rejected by RapidMXS and will be deemed null.

14.1 Right of Withdrawal. You hereby understand and agree that by downloading the Software, You have lost Your withdrawal right under applicable law, provided that the right of withdrawal available to Consumers may be exercised by You within 14 days from the date of conclusion of the contract.

14.2 RapidMXS is a Hungarian Enetrepreneur, whose registered office is at 1094 Budapest Viola street 16-18, Hungary, with VAT registration number HU59875226.

The contact email address is rapidmxs@gmail.com.

Schedule 1

RAPIDMXS SPECIFIC TERMS and CONDITIONS

for UVReactor Pro and Indie License

Last Update: June 3rd, 2024

By buying an UVReactor License, You will be provided with the latest available release of selected RapidMXS Software product UVReactor.

Your Use of UVReactor is subject to (i) these UVReacto Specific Terms and Conditions and (ii) the General Terms and Conditions.

BY DOWNLOADING, INSTALLING, COPYING, ACCESSING, OR OTHERWISE USING UVREACTOR, YOU AGREE TO BE BOUND BY THESE SPECIFIC TERMS AND CONDITIONS.

ADDITIONAL DEFINITIONS
“UVReactor – Indie License” means the Indie License granted hereunder for the Use of UVReactor software.

“UVReactor – Pro License” means the Pro License granted hereunder for the Use of UVReactor software.

“UVReactor License” means either (i) UVReactor – Indie License, (ii) UVReactor – Pro License.

SPECIFIC TERMS AND CONDITIONS
DEPENDING ON THE TYPE OF LICENSE GRANTED TO YOU, DIFFERENT RIGHTS AND RESTRICTIONS WILL APPLY. PLEASE READ THE FOLLOWING SECTION CAREFULLY.

A. COMMERCIAL TERMS FOR UVREACTOR LICENSE

UVReactor License is only granted to You for the purchased major version of the software.

Each time a new version comes out for the forthcoming version of 3ds max, you can purchase a Software Maintenance license. This will give you access to the most recent version of UVReactor.

You can order this license via the website within your account.

Your RapidMXS Account is personal to You and is non-transferable. Only one individual may be associated with each RapidMXS Account.

B. RIGHTS and USE RESTRICTIONS ON SOFTWARE AND APPLICABLE FEES

a. Restriction for Legal Entity Using UVReactor – Indie License

If You are accepting these Specific Terms and Conditions on behalf of a Legal Entity for the Use of the Software with a UVReactor – Indie License, You represent and warrant to RapidMXS that You are a Legal Entity with a annual Revenue or an annual budget not exceeding EUROS 100,000 and as such You are entitled to Use an Indie License (as this term is defined in the General Terms and Conditions).

b. Restriction and option for all Users of UVReactor – Indie License

If You are an authorized User under a UVReactor – Indie License, You may start a project using only a UVReactor – Indie License and subsequently, upgrade Your UVReactor – Indie License to a UVReactor – Pro license by contacting RapidMXS.

PLEASE NOTE that the above option can only be exercised upon the following condition:

– Prior continuous subscription of twelve (12) months to UVReactor – Indie.

This option is not available for UVReactor – Pro Licensees.

c. Restriction for Legal Entity Using UVReactor – Pro License

If You are a Legal Entity with an annual Revenue or an annual budget exceeding EUROS 100,000, RapidMXS is unwilling to grant You an UVReactor – Indie License to You, and You must destroy all copies of the RapidMXS – UVReactor License in Your possession or control, and You must purchase a UVReactor – Pro License separately.

ONE USER PER LICENSE
Each User of Software, whether a Legal Entity or an individual person, must hold one (1) valid License of the Software, either Indie or Pro License.

LIMITED NUMBER OF RAPIDMXS TOKEN CHANGES

The number of license key moves is limited to 2 per license. If you want to move your license after you have exceeded the number of you activations, you can deactivate a license on a single machine, or you can Revoke All activations. In this case the existing installations of the software will be deactivated. In order to activate them again, you have to reactivate the installation on all the individual machines using the license key.