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Software License Agreement

“CYGON”

BETWEEN:

The INSTITUT NATIONAL DE RECHERCHE EN INFORMATIQUE ET EN AUTOMATIQUE (Inria), a French public scientific and technological institute, governed by articles R326-1 to R326-18 of the French Code de la recherche, having its registered office at Domaine de Voluceau, Rocquencourt, BP 105 78153 Le Chesnay Rocquencourt cedex, represented by its Chairman and Chief Executive Officer, Mr. Bruno SPORTISSE.

Inria acting on behalf of and for the startup project CYGON, led by Gabriel Fontaine and Yann Sellier, employees of Inria (hereinafter referred to as the “Project Leaders”) as part of the Inria Startup Studio support program.

Hereinafter referred to as “Inria”

On the one hand,

AND:

First name: —

Last name: —

Country: —

Profession: —

Hereinafter referred to as the “Licensee”

On the other hand,

WHEREAS :

– As part of the Inria Startup Studio program, Gabriel Fontaine and Yann Sellier, employees of Inria and leaders of the CYGON project, participated in the development of innovative software for creating 3D virtual environments, intended for use in the video game, animation, special effects, and architecture industries;

– this software is entitled “CYGON”;

– the software “CYGON” is co-owned by Inria and the Project Leaders;

– Inria grants a right of use of the Software to the Licensee;

– In this context, Inria grants a free and non-exclusive right of use of the Software according to the conditions mentioned below.

NOW THEREFORE IT IS HEREBY AGREED AS FOLLOWS:

ARTICLE 1 : DEFINITIONS

Words beginning with a capital letter shall have the meaning defined above:
– “Account” means an account created by the Licensee providing access to the offers and services associated with the Software.

– “Agreement” means this agreement as well as all other rules, policies, and operating procedures that the Project Leaders may publish periodically via the Software.
– “Confidential Information” means any information, data, document, know-how, process, technical specifications, plan, strategy, report, or any other element related to the Software, including the object and source code, made available to the Licensee with the Agreement.
– “Content” means any graphic element and 3D object that can be exported in a universal 3D model format readable by any 3D software, imported by the Project Leaders in the Software that the Licensee can use in the Final Result.
– “Final Result” means any work, including the Content and the Import, exported by the Licensee by using the Software.
– “Import” means any graphic element and 3D object that can be exported in a universal 3D model format readable by any 3D software, imported by the Licensee when using the Software that the Licensee can use in the Final Result.
– “Insider Program” means the program granting access to the Software with the creation of an Account.
– “Personal Data” means any information relating to an identified or identifiable natural person; an ‘identifiable natural person’ is considered to be a person who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier, or to one or more specific elements of their physical, physiological, genetic, mental, economic, cultural, or social identity.
– “Software” means the “CYGON” software under 0.2.X.XI version and later, in object code (a program executable by a microprocessor, obtained by compiling and possibly assembling the source code) and in source code (a list of instructions for a computer program expressed in a language understandable by humans), the specifications, preparatory materials, and associated documentation. All other paid versions, corresponding to versions 0.3.X.XI and later, will be subject to an update to this Agreement.

ARTICLE 2 : SCOPE

Under this Agreement, Inria grants to the Licensee a right to use the Software for the duration set in Article 4 and in any territory. This right is personal, non-transferable and non-exclusive.

As part of the Insider Program, the Project Leaders wish to assess the market potential and receive the Licensee’s feedback when using the Software according to the terms in Article 11.

ARTICLE 3 : RIGHTS GRANTED

Inria hereby grants to the Licensee a limited, non-exclusive and non-transferable right to use the Software, on any territory for the duration set in Article 4. This right to use is limited to the activities required to load, execute, display and store the Software.

The Licensee will not distribute, relicense, sublicense, rent, lease or transfer the Software to third parties.
The right to use the Software also includes the right to use the technical documentation, excluding any reproduction, representation, or modification of said technical documentation.
The Content is protected by intellectual property rights and remains the exclusive property of Inria.
The export of the Final Result requires an access to the Internet and an Account approved by Inria.

ARTICLE 4 : DURATION

This Agreement comes into force at the date of acceptation of the terms and conditions by the Licensee when creating the Account and ends:
– Either at the date of deletion or the Account closure
– Either at the date of release of any paid version of the Software (corresponding to the 0.3.X.XI versions): the free versions (corresponding to the 0.2.X.XI versions) will not be available anymore at the date of release of the paid versions. The Licensee will be notified at least fifteen (15) calendar days before the end of availability of the Software
– Either after the exclusion of the Insider Program, according to the terms of Article 11
– Either by March 31, 2026, at the latest
Inria may decide to suspend or delete the Licensee’s Account, resulting in either a temporary suspension or a permanent termination of the Agreement. In such cases, Inria may inform the Licensee of the reason for the suspension or termination of the Agreement and, if applicable, the duration of the suspension, without prejudice to any potential legal action.
In the event of suspension or termination of the Agreement, for any reason, the Licensee will no longer have access to the Software, either temporarily or permanently, depending on the case.
Inria reserves the right to cease the operation of the Software at any time, providing with notifying the Licensee at least fifteen (15) calendar days before. Inria’s liability shall not be incurred in this regard.

ARTICLE 5 : FINANCIAL PROVISIONS

The access to the Software is granted on a royalty-free basis.

Any 0.3.X.XI paid versions of the Software will require the Licensee to accept an updated version of the Agreement to continue to use the Software.

ARTICLE 6 : CONTACT PERSONS

The Project Leaders shall monitor the execution of the Agreement. They me contacted at: contact-us@inspyrstudio.com

ARTICLE 7 : DELIVERY

The Software will be delivered to the Licensee within fifteen (15) calendar days after the coming into force of the Agreement.

This delivery, as well as the supply of any upgraded version of the Software where applicable, is made exclusively by electronic means:
– The Licensee must first create an Account on the website provided for this purpose
– Inria shall approve or refuse the access to the Insider Program
– The Licensee must expressly accept the terms of the Agreement by checking a dedicated box.
– Inria updates the Account and grants an access to a Link to download the Software
– The Link is made available on Licensee’s personal space
– The delivery is deemed to have taken place on the date the download link is made available

The delivery includes the Software in 0.2.X.XI version and subsequent versions. Only free versions of type 0.3.X.XI will be available for download by the Licensee under the Agreement.

The installation of the Software shall be carried out by the Licensee at their own expense and risk.

ARTICLE 8 : INTELLECTUAL PROPERTY RIGHTS

The Software is co-owned by Inria and the Project Leaders.

The Licensee shall not acquire any title, copyright or other proprietary rights on the Software other than the rights specified in this Agreement.

The Licensee shall take all reasonable measures to protect the intellectual property rights on the Software. In particular, the Licensee undertakes to preserve any mention of copyright on the Software.

The Licensee undertakes to inform the Project Leaders of any infringement of rights in the Software of which they become aware when using the Software.

The Content is protected by intellectual property rights, subject to third parties’ rights.

ARTICLE 9 : CONFIDENTIALITY

The object code and source code of the Software are Confidential Information. The Licensee shall refrain from disclosing, reproducing, or modifying these elements.

The Licensee will take all reasonable measures to protect the confidentiality of the Software to ensure that this Confidential Information is not disclosed to any third party.

This obligation of confidentiality shall be respected during the Agreement and until the end of the legal protection of the Software by the French intellectual property law.

ARTICLE 10 : INRIA’S UNDERTAKING

Inria will deliver the Software as specified in Article 7.

ARTICLE 11 : LICENSEE’S UNDERTAKING

The Licensee agrees to respond to requests, questions, and surveys from the Project Leaders to ensure the latter to assess the market potential of the Software and obtain feedback from the Licensee on their experience using the Software, with a view to improving future versions of the Software. Failure to respond within thirty (30) calendar days will result in the Licensee being excluded from the Insider Program.

The Licensee agrees not to use the Software other than other in accordance with the terms and conditions of the Agreement. The Licensee also agrees not to pledge the Software as collateral and/or pledge the rights attached to it, or to reverse engineer it.

The Licensee agrees to inform the Project Leaders of any infringement by a third party of which they may be aware due to their use of the Software.

The Licensee undertakes not to introduce, process, store or transmit Personal Data within their Import.

ARTICLE 12 : LIABILITY - WARRANTY

ARTICLE 12.1 : LIABILITY

Neither Party shall be liable under the Agreement except in the case of proven and exclusive fault on the part of the Party concerned.

Under no circumstances will either Party be liable for any consequential, indirect or incidental damages or loss of profits, whether foreseeable or unforeseeable, based on claims of the other Party or its clients (including but not limited to claims for loss of data, goodwill, use of money, interruption in use or availability of data) in connection with the use of the Software.

Inria is not in a position to review all Import. By operating the Software, Inria does not represent or imply that it approves of the Import provided or that it is accurate, useful, or non-harmful. Inria encourages the Licensee to take the necessary precautions to protect their information systems and computer against viruses, worms, Trojans, and any other malicious software or content.

The Licensee is solely responsible for all activities performed on the Account. The Licensee is also responsible for maintaining the security of the Account (which includes protecting the password).

The Licensee is responsible for any Import included in the Software and the Final Result. In particular, the Licensee ensures that prohibited content does not appear on the Software. This includes, but is not limited to, content or Import that is:
– Intentionally false, misleading, deceptive, defamatory;
– Discriminatory, violent, malicious, constituting harassment, harming human dignity, promoting or inciting cruelty to animals;
– Illegal, contrary to public order or national security;
– Invasive of privacy and/or protective of Personal Data;
– Violating any patents, trademarks, registered designs, trade secrets, copyrights, neighboring rights, intellectual property rights, or any other property rights belonging to a third party or Inria, including personality rights, or that could constitute a tort or quasi-tort;
– Containing computer viruses or any other code, file, or program designed to interrupt, destroy, or limit the functionality of the Service;
– Having the effect of reducing, disrupting, preventing normal use of the Service, interrupting and/or slowing the normal flow of electronic communications.

Any Licensee or visitor may report any content they deem prohibited to Inria at the following address: contact-us@inspyrstudio.com.

ARTICLE 12.2 : WARRANTY

The Software is a research prototype. The Licensee ensures the Software meets their needs.

Inria delivers the Software AS IS and does not warrant the Licensee against defaults. Inria does not make maintenance.

The Licensee will acknowledge that Inria does not warrant that the Software will perform in every operating environment, will have uninterrupted or error free operation or that any errors will be corrected or correctable.

Inria shall not hold harmless any claim brought against the Licensee alleging that the Software granted infringes: a copyright, a patent or similar proprietary right of third parties.

Therefore, the Licensee shall in all cases be entirely and solely liable for the use of the Software. Inria shall not be liable in case of infringement of proprietary rights of a third party resulting from the Licensee exercising its rights.

ARTICLE 13 : TERMINATION

If the Licensee fails to remedy a breach within thirty (30) days of the notification by electronic delivery sent by Inria, the Agreement will be terminated immediately, without prejudice to damages he might aspire to.

In case of term or termination, the Licensee must not continue to use the Software.

Inria may also terminate the Agreement with at least a fifteen (15) calendar-day notice period if the Licensee is in breach with Article 11 if they fail to respond to requests, questions, and surveys from the Project Leaders during thirty (30) days.

Notwithstanding the termination of the Agreement, the Articles 8 and 9 continue to apply.

ARTICLE 14 : FORCE MAJEURE

If due performance of this Agreement by either Party thereto is affected in whole or in part by reason of any event qualified as force majeure according to article 1148 of the French civil code and admitted by the French tribunals and courts, such Party shall give prompt notice thereof to the other Party and shall be under no liability for any loss, damage, injury or expense (whether direct or consequential) suffered by the other Party or Parties due to the affected performance.

Such Party shall use all reasonable effort to avoid or overcome the causes affecting performance and shall fulfill all outstanding performance as soon as it becomes practicable to do so. In the event of any such delay or disruption persists more than one (1) month, the Parties will use their best endeavors, if appropriate, to modify the Agreement to overcome such difficulties.

ARTICLE 15 : TITLES

The headings to the articles in this Agreement are for ease of reference only and shall not affect the interpretation or construction of this Agreement.

ARTICLE 16 : ASSIGNMENT

This Agreement shall not be assigned by either Party without the prior written consent of the other.

ARTICLE 17 : INDEPENDENT CONTRACTORS

In the performance of this Agreement, the Parties shall be independent contractors.
Neither Party is authorized to act as agent for the other Party for any purpose and shall not on behalf of the other enter into contract, warranty, or representation as to any matter. Neither Party shall be bound by the acts or conduct of the other.

ARTICLE 18 : MISCELLANEOUS PROVISIONS

This Agreement constitutes the entire agreement between the Parties.

The provisions of this Agreement may only be modified by updating the Agreement. To continue using the Software, the Licensee must accept the terms of the new agreement, including if this agreement is concluded with a third party.

ARTICLE 19 : GOVERNING LAW – LITIGATION/DISPUTES

This Agreement will be governed and construed in accordance with the laws of France.

In the event of a dispute ensuing from the interpretation or the performance of this Agreement, the Parties undertake to initially seek a friendly solution.

If such a solution cannot be reached within two (2) months, the dispute shall be settled through the competent courts of France.

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