By downloading or using any Digital Files from the Company, Licensee acknowledges that they have read, understood, and agreed to be bound by the terms and conditions of this Agreement.

1. Definitions

1.1 "Agreement" refers to this digital file license agreement.
1.2. "Company" refers to noble code design Sàrl.
1.3. "Digital Files" refers to all 3D jewelry design files and any accompanying materials provided through the Company.
1.4. "Licensee" refers to any individual or entity that purchases Digital Files from the Company.
1.5. "Physical Products" refers to any tangible jewelry items manufactured from the Digital Files.
1.6. "Manufacturing Partners" refers to third-party service providers engaged by Licensee to assist in the production of Physical Products, including but not limited to casting services, 3D printing providers, and finishing workshops.

2. Grant and Restrictions of License

2.1. Subject to the terms and conditions set forth herein, the Company grants to Licensee a personal, non-exclusive, non-transferable, unlimited in time, revocable and non-sublicensable right to use the Digital Files solely for the production of Physical Products, in accordance with the terms of this Agreement.

2.2. This license permits Licensee to: (a) manufacture unlimited quantities of Physical Products from the Digital Files; (b) sell, market, and distribute Physical Products without payment of royalties; (c) modify Physical Products through material selection, finishing techniques, and stone settings; (d) create and use photographs, videos, and marketing materials of Physical Products; (e) apply trademarks, maker's marks, or other identifying marks to Physical Products; (f) share Digital Files with Manufacturing Partners solely for the purpose of producing Physical Products on behalf of Licensee, in each case for personal use as end consumer or for the purposes of transactions with end consumers purchasing Physical Products for personal use (B2C license).
This License does not allow any use of the Digital Files for transactions with other professional parties such as resellers or distributors (B2B). The Licensee expressly undertakes to refrain from using the Digital Files for any of the uses described under (a) to (f) above when they pertain to transactions with parties other than end consumers without a commercial license from the Company.

2.3. Licensee SHALL NOT: (a) sell, resell, license, sublicense, or distribute the Digital Files to any third party, except as explicitly permitted for Manufacturing Partners under Section 2.2(f); (b) share, upload, or make available the Digital Files on any public platform or medium; (c) modify the Digital Files for any purpose other than personal production use; (d) claim authorship, ownership, or design credit for the Digital Files; (e) incorporate the Digital Files into other digital products or services; (f) use the Digital Files to create derivative digital works for distribution, except for generating photorealistic 3D renderings for marketing uses allowed under this license; (g) represent the Digital Files as original work from itself or any third party ; (h) alter or remove any indication, sign or mark of authorship or ownership present in the Digital Files.

2.4. The Licensee shall also refrain from, whether intentionally or through negligence, to (a) modify, alter, or correct the Digital Files, or to introduce malicious code, (b) perform reverse engineering, disassemble or decompile the Digital Files, (c) circumvent or attempt to circumvent any security measure, (d) obtain or use the Digital Files in a manner to avoid paying the price or royalties, or to circumvent any potential limits of use, (e) in general, to use the Digital Files in a way that causes damage or negative impact to the Company or third parties. It ensures that its Manufacturing Partners do the same.

3. Manufacturing Partner Requirements

3.1. When sharing Digital Files with Manufacturing Partners, Licensee must: (a) provide a copy of this Agreement and ensure Manufacturing Partners agree not to retain, duplicate, or distribute the Digital Files; (b) limit Manufacturing Partners' use of the Digital Files solely to the production of Physical Products for Licensee; (c) remain fully responsible and liable for any breach of this Agreement resulting from actions of Manufacturing Partners; (d) provide Manufacturing Partners only with the specific Digital Files necessary for the requested manufacturing services.

3.2. Licensee acknowledges that they bear full responsibility for selecting and supervising Manufacturing Partners and ensuring their compliance with this Contract.

4. Intellectual Property Rights

4.1. All Digital Files remain the exclusive property of the Company. No title or ownership rights in the Digital Files are transferred to Licensee.

4.2. All intellectual property rights, including but not limited to copyrights in the Digital Files, are retained by the Company.

4.3. This Agreement does not grant Licensee any rights to the Company's trademarks, trade names, or branding.

5. Warranty Disclaimer

5.1. THE DIGITAL FILES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

5.2. The Company does not warrant that the Digital Files will meet Licensee's specific requirements or that their use will be uninterrupted or error-free.

6. Limitation of Liability and Indemnification

6.1. IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, THIRD-PARTY (INCLUDING MANUFACTURING PARTNER’S), CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THE USE OF THE DIGITAL FILES.

6.2. The Company's total liability under this Agreement or in relation to the use of the Digital Files shall not exceed the purchase price paid by Licensee for the specific Digital Files giving rise to the claim.

6.3. Licensee agrees to indemnify, defend, and hold harmless the Company from any claims, damages, losses, or expenses arising from Licensee's use of the Digital Files or breach of this Agreement.

7. Termination

7.1. This license is effective until terminated. The Company may terminate this license immediately upon Licensee's breach of any provision of this Agreement.

7.2. Upon termination, Licensee must cease all use of the Digital Files, ensure that all Manufacturing Partners cease use of the Digital Files, and destroy all copies in their possession.

8. General Provisions

8.1. This Agreement shall be governed by the laws of Switzerland without regard to conflict of law principles. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts at the place of registration of the Company.

8.2. This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof.

8.3. If any provision of this Agreement is held to be unenforceable, the remaining provisions shall continue in full force and effect.

8.4. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party waiving such provision.

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