Terms and Conditions

Last update: October, 2026

1. Purpose

The purpose of these general terms and conditions (the “General Terms and Conditions”) is to define the terms and conditions under which the company United Visual Researchers, a French simplified joint stock company (“Société par Actions Simplifiée”), registered under number 831 248 380 with the Registre du Commerce et des Sociétés of Laval, whose head office is located at 6 rue Léonard de Vinci CS 20119, 53001 LAVAL CEDEX, FRANCE (“UVR”), grants to the client (the “Client”) license for the use of one or several UVR software solutions (the “Solutions”) and provides the services in relation with this/these license(s) (the “Services”).
The Solutions are optical simulation appearance software based on physical measurements for Computer Aided Appearance Design through predictive and iso-photographic rendering.
The Solution can either work stand alone or integrated with another software as a plugin. It is made available to the Client on an on-premise mode.
The General Terms and Conditions will prevail over any other general or special terms and conditions not expressly agreed by UVR.
The Client contracts either directly with UVR, in which case the Client is identified in the commercial proposal sent by UVR, or through a reseller (“Reseller”).
The Solution to which the Client subscribes are therefore either described in the commercial proposal or directly agreed with Reseller.
In both cases, the Client shall accept the General Terms and Conditions. Any acceptance under reserve is considered null and void. A Client who does not agree to be bound by the General Terms and Conditions must not order Services from UVR.
If the Client contracts directly with UVR, the General Terms and Conditions and the commercial proposal (the "Special Terms") constitute an indivisible contractual whole. In case of contradiction, the provisions of the Special Terms shall prevail over the General Terms and Conditions. In the event of contradiction between different Special Terms, the most recent document shall prevail over the oldest.
Any validation of the Special Terms, express or implicit, implies full acceptance of the General Terms and Conditions, in their version in force at the date of the Special Terms concerned.

2. Subscription to the Services

The Client subscribes to the Solution and the Services in the form a subscription (the "Subscription"), under one of the following offers (the “Offers”):

1. “Essential” under which the Client can benefit from the optical simulation engine,
2. “Professional” under which the Client can benefit from the essential Offer, plus the integrated Solution for the designers which includes the ability to use measurements of lights, materials and sensors, and the adding of up to 2 GPUs,
3. “Enterprise” under which the Client can benefit from the professional Offer, plus an advanced platform for virtual reality and cluster rendering.

The Offer agreed with the Client is detailed in the Special Terms.

3. License for the use of the Solution

   1. Scope of the license

UVR grants to the Client a limited, personal, non-transferable, non-sublicensable, non-exclusive license to use the Solution, in its existing version as of the date of its purchase, as well as in its successive versions as and when they are created, for the purposes of use by the members of its staff whom the Client has authorized to use the Solution.
The above-mentioned license is granted, either as node locked or floating license, for the sole purposes of the use of the Solution, for the Client’s own needs.
Subject to article 3.5, the Client therefore undertakes:

• not to reproduce, arrange, adapt all or part of the Solution or copy the Solution, except as provided herein;
• not to modify, translate, reverse engineer, decompile, disassemble (except to the extent applicable laws specifically prohibit such restriction) the Solution;
• not to proceed to any form of commercial exploitation of the Solution to third parties, nor to sublicense, assign, rent, loan, disclose, provide or more generally, communicate all or part of the Solution to a third party or an affiliated company, or otherwise transfer all or part of the Solution to any third party,
• not to integrate the Solution in any computer system or any other technology solution other than those set out in these General Terms and Conditions,
• not to create any derivative works based on the Solution,
• not to proceed to the tele-transmission, the networking, including through internet, or the dissemination of the Solution in any other form without the prior consent of UVR,
• not to remove any proprietary notice or label on the Solution,
• not to transmit the Solution from a remote location, place it on a network, in particular on the Internet, or distribute it in any other form, without the prior written consent of UVR.

This license is granted to the Client subject to the effective and integral payment of the price provided in the Special Terms.

2. Installation and deployment of the Solution

The Solution is installed on the Client’s servers, either on-site or remotely via internet, through a setup.exe type installation file, and a license key. The deployment of the Solution requires:

1. its installation on a graphic workstation,
2. the access to a license server, which may be granted either remotely or, upon the Client’s request, by downloading a floating license server.

In case the floating license server is downloaded on a virtual machine, the Client undertakes not to duplicate said virtual machine. The modalities of access to the license server are detailed in the Special Terms.
The Client shall then fill the form provided on the Solution which automatically entails the creation of an account in the Client's name. It allows it to access the Solution using its login and password. The account may also be created by UVR if the Client faces difficulties to create its account.

3. Purpose of the License

The Solution will be used by the Client to do physics-based visualization and optical analysis.
The license is granted for the sole purpose of use of the Solution by the Client, in accordance with the terms and conditions set forth above, for its own needs.
The Client is authorized to make and retain a single copy of the Solution, solely for backup, archiving and disaster recovery purposes. It undertakes to destroy the copy at the end of the General Terms and Conditions.

4. Warranties on the Solution

UVR warrants to the Client that (i) it has all rights and permissions needed for granting to the Client this license of use of the Solution, as set forth above, (ii) the Solution contains nothing that could fall under the laws and regulations relating to counterfeiting, unfair competition, and more generally, infringe the rights of third parties and (iii) it has not granted and shall not grant to any third party any assignment or license of use on the Solution that may prevent or hinder the performance of this agreement. The Third-Party Components defined in article 3.5 are provided to the Client under their own licenses, as set out in that article.

5. Third-party components

The Solution includes third-party software components, listed with their licenses in the third-party notices file delivered with each release of the Solution (the "Third-Party Components"). Each Third-Party Component is licensed to the Client under its own license, and not under these General Terms and Conditions; it remains the property of its owners. Nothing in these General Terms and Conditions restricts the rights that such licenses grant to the Client. In particular, for a Third-Party Component licensed under the GNU Lesser General Public License, the Client may modify it, replace it with a modified version, and reverse engineer the parts of the Solution owned by UVR to the extent necessary to debug such modifications. Where a license requires it, the corresponding source code is made available at no charge at the address given in the third-party notices file.

4. Maintenance and support services

If the Client contracted with a Reseller, the following provisions regarding maintenance and support are directly provided by said Reseller (unless specific case where the Reseller is not able to assist the Client).

1. Corrective maintenance

The purpose of corrective maintenance is to correct any anomaly found in the Solution, understood as a bug or malfunction of the Solution, (the "Anomalies").
The Anomalies are divided into two categories:
"Critical Anomaly": Anomaly making it impossible to use the Solution in full,
"Non-Critical Anomaly": Anomaly reducing the use of the Solution by preventing the use of certain features.
The Client may notify UVR of any Anomalies by email to the following contact address support@united-vr.com, making every effort to provide as much information as possible to enable UVR to characterize the incident. Receipt of this email is equivalent to reporting an Anomaly.
UVR will then proceed to diagnose the Anomaly, checking in particular whether it originates from the Solution and, where applicable, will classify the Anomaly as a Critical or Non-Critical Anomaly. UVR will inform the Client by email of the results of this diagnosis within 5 working days (the "Diagnosis Date").
If the Anomaly is found to be caused by the Solution itself, UVR undertakes to implement the necessary means to correct it within the following timeframes:
- Critical Anomaly: an update will be provided in priority after the diagnosis of the critical anomaly,
- Non-critical anomaly: an update will be made available in a next official release.

2. Evolutive maintenance

UVR has a roadmap of the forthcoming improvements to the functionalities of the Solution and/or technical installations used within the framework of the Solution.
Therefore, the Client benefits during the term of the Services from an evolutive maintenance, which UVR may carry out automatically and without prior notice, and which includes improvements to the functionalities of the Solution and/or technical installations used within the framework of the Solution (aimed at introducing minor or major extensions).
If the Client wishes to benefit from an improvement earlier, it shall inform UVR of its requests. UVR undertakes to study these requests. The Client expressly acknowledges and accepts that, if the requested change is accepted, it may be carried out either free of charge or for a fee. In the latter case, UVR will provide a quote to the Client by any useful written means, in particular by email. If the Client agrees to this quote, UVR will make its best efforts to develop the Client's development requests within the timeframe requested by the Client.

3. Technical Support

Apart from Anomalies and for any question related to the use of the Solution, UVR offers the Client a level 1 technical support service free of charge, relating exclusively to the use of the Solution, excluding any parameterization and configuration, and limited to 4 hours per month.
Any request for a technical support service higher than level 1 will be invoiced by UVR.
Technical support is available by email at the following address support@united-vr.com from Monday to Friday, excluding public holidays, from 10:00 a.m. to 5:00 p.m CET.
Depending on the need identified, UVR will estimate the time required to respond and the nature of the response.

5. Hosting of the Solution

UVR does not host the Solution, or the data collected and assembled by it. Hosting is the sole responsibility of the Client.

6. Financial Conditions

The following provisions are not applicable if the Client contracted through Reseller, for which financial conditions are directly agreed with Reseller.

1. Prices

In return for the grant of the license and the provision of the Services thereto, the Client agrees to pay to UVR the prices indicated in the Special Terms.
Unless otherwise specified, these prices are indicated in Euros and exclusive of tax.
UVR prices may be revised at any time under the conditions set out in Article "Amendments".

2. Invoicing and payment

The price of the Services is subject to monthly invoices that shall be sent by UVR to the Client by any written means, including email, at the end of each month.
Payment of the Services can be made by bank transfer to the address indicated on the UVR's invoices, by credit card or direct debit.
UVR’s invoices shall be paid within a maximum of 30 days from the date of invoicing.

3. Payment delays and incidents

Any payment delay of all or part of an amount at its due term, shall entail automatically, and without prejudice to the provisions set out in article “Sanction for breach”:

1. invoicing by UVR of a late payment interest at the rate of 3 times the legal interest rate, calculated on the total of all due amount that were not paid on time, as well as a lump sum of EUR 40 for costs recovery, without prejudice of any further compensation in the event effective recovery fees should be higher than this amount,
2. the suspension of the Services until complete payment of all amounts due by the Client is received,
3. If applicable, forfeiture of the term of all amounts payable by the Client, regardless of the terms of payment that had previously been agreed.

This rate shall be calculated based on periods of one calendar month. Any month started shall be counted as a whole month.

7. Term and Termination

The Subscription starts on the subscription date for an initial period of 1 year. It is tacitly renewed for successive periods of the same duration as the initial period (together with the initial period the “Period”), from date to date, unless the Subscription is terminated under the conditions below.
The Subscription must be denounced at the latest 7 days before the end of the ongoing period, by contacting UVR (at the email address mentioned in the Special Terms) or, where applicable, Reseller.
The Subscription shall be cancelled at the end of the ongoing period.
If the Client contracted through Reseller: once the agreement between UVR and Reseller is terminated, the Client acknowledges and accepts that its Subscription will last for the ongoing Period, but there will not be any tacit renewal. If the Client wishes to benefit from the Services, it shall either contract directly with UVR or through another Reseller.

8. Obligations of the Client

Without prejudice to the other obligations set forth herein, the Client agrees to comply with the following obligations.
8.1 The Client declares that it is aware of the characteristics and functionalities of the Solution, that it is aware of the technical configuration necessary for its use, that it has received from UVR all the advice, instructions and details necessary for him to enter into the General Terms and Conditions with full knowledge of the facts, that it thus has sufficient knowledge of the Solution and that it has, prior to its subscription to a license, sufficiently exchanged information with UVR or Reseller to ensure that the Solution corresponds to its expectations, needs and constraints.
Consequently, the Client shall be solely responsible for ensuring proper use of the Solution. In particular, it is the Client's responsibility to:

• have computer equipment in good working order;
• ensure at all times that its computer equipment takes into account the conditions of use of the Solution and, if necessary, to take the necessary measures;
• have qualified and trained personnel available to use the Solution, in order to use it in accordance with the instructions provided by UVR or Reseller.

8.2 The Client undertakes to provide UVR with all documents, elements, data and information necessary for the performance of the latter's obligations under the General Terms and Conditions.
The Client is solely responsible for the documents, materials, data and information provided to UVR.
More generally, the Client undertakes to cooperate actively with UVR with a view to the proper performance of the General Terms and Conditions and to inform UVR of any difficulties relating to such performance. In particular, the Client is responsible for alerting UVR to any attack, potential threat or attempted intrusion by a third party.
8.3 The Client is solely responsible for its use of the Solution and Services.
8.4 The Client expressly acknowledges and accepts that the license server referred to in article 3.2 above is a third-party software which is not directly handled by UVR and on which UVR does not make any representation or warranties, subject to its commitments set out herein.
8.5 The Client undertakes, in its use of the Solution and Services, to comply with the laws and regulations in force and not to infringe the rights of third parties or public order.
It guarantees against any misuse, non-compliant or illicit use that its employees may make of the Solution, in particular against infringement of the laws and regulations in force. The Client is thus exclusively responsible for the implementation of all procedures intended to prevent or repair the commission of such acts.
8.6 The Client is solely responsible for the proper completion of all administrative, tax and/or social formalities, authorizations of all kinds, legal and/or administrative, as well as for all payments of contributions, taxes or duties of any kind that may be due in relation to its use of the Solution and Services.
UVR may not be held liable in any way in this respect.
8.7 The Client is hereby informed and accepts that the use of the Solution and, if the Solution is installed remotely, the implementation of the Services requires that it be connected to the Internet and that the quality of the Services depends directly on this connection, for which it is solely responsible.
The Client shall not monetize, assign, grant or transfer all or part of its rights or obligations hereunder to any third party, including if such third party is directly or indirectly related to the Client in any way whatsoever.

9. Obligations and liability of UVR

Without prejudice to any other obligations under the General Terms and Conditions, UVR undertakes to comply with the following obligations:
9.1 UVR undertakes to perform its obligations under the General Terms and Conditions diligently and in accordance with the rules of the trade, it being understood that it has an obligation of means, to the exclusion of any obligation of result, which the Client expressly acknowledges and accepts.
9.2 UVR undertakes to provide the Client with competent personnel and to provide the Client with the advice, warnings and information necessary for the proper performance of the General Terms and Conditions. In particular, UVR undertakes to inform the Client of any foreseeable difficulty, particularly with regard to the implementation of the Solution or its proper functioning.
9.3 UVR makes every effort to provide the Client with quality Services. To this end, it carries out regular checks to verify the operation and accessibility of the Services and may thus carry out maintenance under the conditions specified in the Article "Maintenance and support services". However, UVR shall not be liable for temporary difficulties or impossibilities of access to the Solution and Services caused by:
- circumstances outside its network (and in particular the partial or total failure of the Client's servers)
- the failure of equipment, cabling, services or networks not included in its Services or not under its responsibility,
- the interruption of the Services due to telecom operators or Internet access providers,
- the intervention of the Client, in particular via a poor configuration applied to the Services,
- a case of force majeure.
Furthermore, UVR does not guarantee that the Solution and Services:
- subject to constant research to improve performance and progress, will be totally free of errors, defects, or faults,
- being standard and in no way offered according to the Client's personal constraints, will specifically meet his needs and expectations.
9.4 UVR may not be held responsible for delays attributable to late or defective communication by the Client of all information and data required for the implementation of the Solution and, more generally, for any facts attributable to the Client, as well as for faults that are not directly and exclusively attributable to UVR.
9.5 UVR may not be held liable for any damage that is not due to a malfunction of the Solution. UVR may not be held liable for difficulties arising from the Client's infrastructure, staff, hardware or software.
9.6 UVR undertakes to put in place procedures to strengthen the security of the operation of the Solution and to prevent any flaws, intrusions, or attempted intrusions by malicious third parties. However, UVR cannot be held responsible for any lack of vigilance or security in the storage by Client personnel of the identifiers given to them for the purposes of using the Solution. UVR undertakes to use its best efforts to ensure the security of the Solution. UVR reserves the right to suspend access to the Solution in case of security breach and will make its best effort to give prior notification to the Client.
9.7 In any event, if the Client contracted directly with UVR: the liability that may be incurred by UVR under the General Terms and Conditions may only relate to direct damage suffered by the Client and is expressly limited to the total amount of the sums paid by the Client for the Service (either to UVR or Reseller).
It is specified that any damage suffered by the Client resulting from Reseller's contractual breach towards the Client is managed between them and UVR shall not be held liable in this regard.

10. Intellectual Property of UVR

The Services do not confer to the Client any intellectual property rights relating to the Solution, which, with the exception of the Third-Party Components defined in article 3.5, remains entirely and exclusively the property of UVR. The Client only has a license of use within the limits of the set forth herein.
Under no circumstances is the Client allowed to claim any intellectual property rights regarding any systems, software, structures, infrastructure, databases and content, used by UVR in the Solution.
Subject to article 3.5, the Client therefore formally agrees to refrain from reproducing, modifying or reverse engineering all or part of the Solution, including its updates and/or revisions, in a temporary or permanent manner, through any means or in any form, imitating its concept or using it in any way that is not provided for herein.

11. Confidentiality

Each of the parties undertakes to keep strictly confidential all documents and information of a legal, commercial, industrial, technical or financial nature sent by the other party during the provision of the Services.
This obligation shall not include documents and information:

1. That the party who receives them already had previous knowledge of,
   2) That are already in the public sphere at the moment they are sent between parties or that enter the public sphere without breaching these General Terms and Conditions,
   3) That were lawfully received from a third party,
   4) Whose disclosure is required by legal authorities, through the application of laws and regulations or with a view to establishing the rights of a party under these General Terms and Conditions.

This confidentiality requirement covers all employees of both parties as well as their joint contractors.
It is binding for 5 years following the end of business between the parties.

12. Personal Data

As independent data controller, UVR and the Client undertake, each insofar as it is concerned, to comply with the regulations applicable to personal data and in particular with the General Data Protection Regulation (EU Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016, the “GDPR").
Each party processes personal data of contact person of the other Party involved in the execution of the General and Special Terms, as controller within the meaning of the Applicable Regulation for the purpose of managing the contractual relations between the parties and for the duration of the General and Special Terms. These processing are carried out for the execution of the General and Special Terms and only identification data (in particular surname, first name, email address, telephone number) are processed by the parties.
Personal data are retained during the duration strictly necessary for the purposes of managing the business relationship between parties. The staff of the party controller of the processing, its control services (notably auditor) and its processors could have access to personal data.
The data subjects have the right to access, rectify, erase, restrict, object, request the portability of their personal data and the right to set guidelines on their personal data in case of death, together with the right to lodge a complaint before the competent supervisory authority.

13. Compliance with social regulation

UVR declares that it complies with fiscal and social legislation in force, to be up to date in its payment of social security contributions and is able to provide evidence of compliance with the various applicable requirements in this regard, at the request of the Client. UVR must obligatorily provide the Client, upon request and as often as necessary until the term of the General Terms and Conditions, with the following documents:

1. a document attesting to UVR's registration dated less than 3 months ago (identification card in the case of registration with the trade register, K or K bis extract in the case of registration with the RCS),
2. an up-to-date certificate of vigilance attesting to the provision of social declarations from the social protection body responsible for collecting social contributions,
3. a list of the names of foreign employees employed by UVR and subject to a work permit in France, including the surname, first name, nationality, type and number of the work permit.

14. Customer reference

The Client expressly authorizes UVR to use its name, its trademark and/or its logo as a customer reference, in any form and on any medium whatsoever, for the term of the General Terms and Conditions and beyond, for a period of 3 years.

15. Subcontracting

The Client expressly acknowledges and accepts that UVR reserves the right to entrust subcontractors with associated services that are necessary for the fulfillment of its obligations under this agreement. For this purpose, UVR undertakes to ensure that its subcontractors comply with all its obligations hereunder.

16. Sanctions for Breach

The following are essential obligations to the Client (the "Essential Obligations"):
- if applicable, payment of the price,
- not provide incorrect or incomplete information to UVR,
- respect the usual rules of politeness and courtesy in exchanges with UVR,
- in case the floating license server is downloaded on a virtual machine, not duplicate said virtual machine,
- no use of the Services for a third party,
- no engagement in illegal or fraudulent activities or activities that infringe on the rights or safety of third parties, infringe on public order or violate the laws and regulations in force.
In the event of a breach of any of these Essential Obligations, UVR may:
- suspend, remove, or prevent access to the Services by the Client who is or has been involved in the breach or violation,
- delete any content related to the breach or infringement in question, in whole or in part,
- take all appropriate measures and take any legal action,
- notify the competent authorities, if necessary, to cooperate with them and to provide them with all the information necessary for the investigation and suppression of illegal or illicit activities.
These sanctions are without prejudice to any damages that UVR may claim from the Client.
In the event of a breach of any obligation other than an Essential Obligation, UVR will ask the Client by any useful written means to remedy the breach within a maximum period of 15 calendar days. The Services will be terminated at the end of this period if the breach is not remedied.

17. Effect of termination

The end of the General Terms and Conditions will result in the end of the license to use the Solution granted to the Client and the provision of the Services, unless this is due to the cessation of UVR’s activity, or to its being placed in receivership.
The termination of the Services will result in the deletion of the Client's account.

18. Amendments

UVR reserves the right to amend these General Terms and Conditions at any time and will inform the Client by any written means (including email) 15 calendar days before they come into force. Once entered into force, the amended General Terms and Conditions shall apply from the renewal of the Client’s Subscription.

The Client shall be informed of these amendments through any written pertinent channel. If the Client does not agree with the amended General Terms and Conditions, it must unsubscribe from the Services according to the provisions set out in Article “Term and Termination”.

19. Law and Jurisdiction

These General Terms and Conditions are subject to French law and shall be interpreted and governed by such.
Any dispute that may arise in connection with their interpretation, their validity or their enforcement shall fall within the exclusive jurisdiction of the courts of Paris (France).