Choose the version of the SURFCAM EULA:
IMPORTANT - READ CAREFULLY:
This licence agreement (Licence) is a legal agreement between you (Licensee or you) and the entity named as licensor on the packaging and/or in the documentation of the Software (Licensor, us or we).
BY SELECTING THE "I ACCEPT" ICON BELOW, OR BY INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE APPLICATION, YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA, INCLUDING THE WARRANTY DISCLAIMERS, LIMITATIONS OF LIABILITY, AND TERMINATION PROVISIONS BELOW.
If you do not agree to the terms of this EULA, select "I REJECT," which will cancel the loading of the Software, in which case you may within ten (10) days from purchase, return this Software, the Software package and all other items in the package to the location where you acquired it for a full refund (minus re-stocking fee).
We licence use of the Software and Documentation to you on the basis of this Licence. We do not sell the Software or Documentation to you. We remain the owners of the Software and Documentation at all times.
Variations to this Licence will not be effective or legally binding unless in writing and signed by or on behalf of us.
1. Grant of License. We grant you a non-exclusive, nontransferable license to use, for your own internal business purposes, in whole and not in part, this Software, its manual and other accompanying documentation (the "Software") with equipment owned by you and under your control, according to the terms of this EULA. The term Software includes any upgrades, updates, bug fixes, modified versions, and copies of the Software licensed or provided to you by the Licensor. This EULA permits the following: If you acquired a single user license, the Software may be used (in executable code form only) on a single computer. If you acquired a multiple-user license for use over an internal network, the Software may be used (a) in executable code form only; (b) only on end-user computers that are connected to the relevant internal network; and (c) only for the number of computers and by the number of users for which licenses were purchased. This Licence type is for a fixed term specified in the applicable Licence Identification. If no such term is specified, the term is thirty (30) years from installation or as otherwise authorised in writing by us, except as otherwise provided in this Agreement.
THE FOLLOWING PROVISIONS APPLY TO EDUCATIONAL, EVALUATION, DEMONSTRATION, BETA, PRE-RELEASE AND API VERSIONS
Educational Version: If this Software is for Educational purposes, you may use this Software only for the purpose of training and instruction, and for no other purpose. Educational versions of the Software may not be used for commercial, professional, or for-profit purposes. You shall disclose it only to students and employees with a need to know. The term of this EULA expires in one year and may be renewed thereafter for successive one-year terms upon our mutual agreement. The Licensor shall have the right, via technical or other means, to limit the operation of the Software to the stated Term.
Evaluation Version: If this Software is for Evaluation purposes, it is made available for a 30-day evaluation period only. During the evaluation period, you may use one copy of the Software only to evaluate it. Use during the evaluation period for any other purpose, including, but not limited to, competitive analysis, commercial, professional, or for-profit purposes, is strictly prohibited. To extend your use of the Software, you must contact an authorized dealer to remit the purchase price and receive your license rights granted below.
Demonstration Version: If this Software is for Demonstration purposes, it is made available with certain limited functions, and notwithstanding the language outlined below. You may use one copy of the Software only to evaluate it. Use during the evaluation period for any other purpose, including, but not limited to, competitive analysis, commercial, professional, or for-profit purposes, is strictly prohibited. To obtain a fully functional version of the Software you must contact an authorized dealer to remit the purchase price and receive your license rights granted below.
Beta and Pre-Release Versions: If this Software is for Beta or Pre-Release purposes, it is a test version which is made available for a limited period of time, and may contain bugs, defects and errors. You agree to use it entirely at your own risk, in your day-to-day business environment for testing and evaluation, and agree to report problems and benefits to us, by phone and in writing, on at least a monthly basis.
API Toolkit: If this Software is for development purposes, you may use it to create an Application that adds functionality to the Software, does not compete with it, and is designed, developed and tested to operate with the Software. You may distribute copies of the Application only to the product’s End Users and only for their use with the Software. Such right is expressly conditioned upon your agreement (1) to obtain prior written approval from us; (2) to use names, logos, and trademarks in compliance with the Licensor’s trademark guidelines;' (3) to include your own valid copyright notice on your Application; and (4) to indemnify, hold harmless, and defend the Licensor from and against any claims or lawsuits, including attorneys' fees, arising or resulting from the use or distribution of your Application.
ALL REMAINING PROVISIONS OF THIS EULA APPLY TO ALL VERSIONS OF THIS SOFTWARE
2. Material Restrictions. You shall not translate, reverse engineer copy, modify, decompile, disassemble, or create derivative works of the Software. You shall not rent or lease the Software nor transfer your rights hereunder except to a third party under common control with the Licensee, who is acceptable to the Licensor in its sole discretion, and pays the requisite fee, up to the full value of the current license fee. You shall not install, distribute or use the Software on the Internet, including, without limitation, use in connection with a Web hosting or similar service.
Unless you acquired a Network License, you shall not install the Software on a wide area network. You may either make one copy of the Software for backup or archival purposes, or transfer it to a single hard disk if you keep the original solely for backup or archival purposes. You may make a second copy of the Software on the hard disk of a second computer provided that (1) the original and second copies are used only by the same person; and (2) the second copy is installed and used only on a laptop computer, home computer away from your usual work location for the purpose of enabling you to perform work while away from your usual work location; and (3) only one of the Software copies is in use at any one time; and (4) the second copy of the Software is used exclusively with the technical protection measures (TPM) detailed below.
3. Copyright. The Software is owned by the Licensor and is protected by U.S. Copyright law and all right, title, and interest in and to the Software, including intellectual property rights, remains with the Licensor. This EULA does not give you an interest in or to the Software, but only a limited right to use, revocable in accordance with the terms of this EULA. You shall not remove from and must reproduce and include the copyright notice on any copy. You agree not to copy the documentation without the Licensor’s written authorization.
4. Termination. This license shall terminate without further notice or action by The Licensor if you breach any of its material terms and restrictions, or if you become bankrupt, make an arrangement with your creditors or go into liquidation. In such case, you shall promptly return the Software to the Licensor or an authorised agent and fully delete all copies from all storage devices.
5. Protection of Software. You shall keep the Software confidential and disclose it only to employees with a need to know and shall take the same precautions to protect its confidentiality as you take for your own confidential information of like importance, but in no case, less than reasonable care. You agree to allow the Licensor or its accountants the right to examine your facility, records and accounts during normal business hours to verify compliance with this Agreement. In the event such audit discloses non-compliance with this Agreement, you shall promptly pay to the Licensor the appropriate licensee fees. You agree that if you materially breach this EULA, the Licensor’s remedies in money or damages will be inadequate and that the Licensor shall be entitled to obtain immediate injunctive relief from a court of competent jurisdiction. Such relief shall not limit the Licensor’s right to seek further remedies. The provisions of this Section shall survive termination of this EULA.
6. Intellectual property rights. You acknowledge that all intellectual property rights in the Licensed Materials throughout the world belong to us, that rights in the Licensed Materials are licensed (not sold) to you, and that you have no rights in, or to, the Licensed Materials other than the right to use them in accordance with the terms of this Licence.
You acknowledge that you have no right to have access to the Software or Supplemental Materials in source code form or in unlocked coding or with comments.
The Licensor and its licensors and affiliates take all legal steps to eliminate piracy of their software products. In this context, the Licensed Materials may include a security mechanism that can detect the installation or use of illegal copies of the Licensed Materials, and collect and transmit data about those illegal copies. Data collected will not include any customer data created with the Licensed Materials, but may be personally identifiable data. By using the Licensed Materials, you consent to such detection and collection of data, as well as its transmission and use if an illegal copy is detected. We reserve the right to use any technical protection measures (TPM) to protect the integrity and intellectual property rights of the Licensed Materials. You must not attempt in any way to remove or circumvent any such TPM, nor to apply, manufacture for sale, hire, import, distribute, sell, nor let, offer, advertise or expose for sale or hire, nor have in your possession for private or commercial purposes, any means whose intended purpose is to facilitate the unauthorised removal or circumvention of such TPM. Any personally identifiable data collected as part of such TPM will be used solely to help enforce compliance with this License, and will not be used for sales or marketing purposes.
7. Limited Warranty. The Licensor warrants that for the first 90 days following shipment of the Software and the media upon which the Software is furnished will be free from defects in material and workmanship. Your sole and exclusive remedy and the Licensor’s sole and exclusive liability hereunder shall be, upon your postage prepaid, return of the media within the warranty period, and at the Licensor’s sole option, replacement or repair of the media that do not meet the Limited Warranty. After the warranty period, if reasonably available to the Licensor, the Licensor may replace any failed media upon (1) their return to the Licensor and (2) your payment of material and shipping charges. The Licensor does not warrant the Software will meet your requirements, that its operation will be error free, or that all problems will be corrected.
8. Limitation of Liability.
a. EXCEPT FOR THE FOREGOING EXPRESS LIMITED WARRANTY, THE SOFTWARE IS PROVIDED "AS-IS" WITHOUT WARRANTY OF ANY KIND. NEITHER THE LICENSOR NOR ITS SUPPLIERS SHALL BE LIABLE TO YOU FOR ANY LOSS OF DATA, LOST PROFITS, DAMAGE TO RECORDS OR DATA, OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR SIMILAR DAMAGES (WHICH FOR PURPOSES OF THIS EULA SHALL BE DEEMED TO INCLUDE, BUT NOT BE LIMITED TO LOSS OF GOODWILL, OR LOSS AS A CONSEQUENCE OF ANY KIND OF BUSINESS INTERRUPTION) ARISING OUT OF OR IN CONNECTION WITH THIS EULA OR THE USE OR PERFORMANCE OF THE SOFTWARE OR SERVICES CONNECTED THERETO EVEN IF THE LICENSOR OR ITS SUPPLIERS WERE ADVISED OF THEIR POSSIBILITY, AND REGARDLESS OF WHETHER THE CAUSE OF ACTION IS IN CONTRACT OR TORT. ACCORDINGLY, YOU CANNOT CLAIM, DEMAND OR SEEK RECOVERY FROM THE LICENSOR FOR ANY OF THE FOREGOING LOSSES AND THE LICENSOR WILL NOT INDEMNIFY YOU FOR SUCH CLAIMS. YOU AGREE THE LICENSE FEE REFLECTS THIS ALLOCATION OF RISK.
b. IN NO EVENT SHALL THE LICENSOR’S TOTAL AGGREGATE LIABILITY FOR LOSS OR DAMAGE ARISING OUT OF OR IN CONNECTION WITH THIS LICENSE AGREEMENT OR THE USE OR PERFORMANCE OF THE SOFTWARE OR SERVICES CONNECTED THERETO EXCEED 110% OF THE AMOUNT OF THE LICENSE FEE ACTUALLY PAID BY YOU.
c. The Software is intended to assist with product design and manufacture and is not a substitute for independent testing of product stress, safety and utility. The Licensor shall not be liable in any manner whatsoever for the results obtained through the use of the Software. The Licensor shall have no responsibility or liability for bodily injury or any adjustments or other modifications in the Software or any service and support of the Software performed by you or provided by third parties or partners of the Licensor. The Licensor shall have no responsibility or liability for any defects which are a consequence of external factors, including other Software, or a consequence of the integration of or interaction between the Software and your own hardware and Software environments. Persons using the Software are responsible for its supervision, management and control.
9. Exclusion of Liability.
a. You are solely responsible for safeguarding the Software and any associated Media from damage, loss or theft and protecting your investment through insurance or otherwise. The Licensor shall have no responsibility or liability whatsoever arising from such damage, loss or theft, and shall not be obligated to replace them.
b. Where any liability has been limited in this EULA, such limitation shall have effect to the maximum extent permitted by applicable law. Some jurisdictions have legislation which does not allow such exclusion or limitation of liability, therefore, the limitations stated herein may not apply to you, either in whole or in part.
c. EXCEPT AS PROVIDED IN PARAGRAPH 6, THE LICENSOR MAKES NO WARRANTIES WITH RESPECT TO THE SOFTWARE, ANY COMPONENTS, OR OTHER GOODS OR SERVICES PROVIDED BY US, EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, INFRINGEMENT, QUIET ENJOYMENT, ACCURACY OF DATA, OR SYSTEM INTEGRATION. IF APPLICABLE LAW DOES NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SUCH WARRANTIES ARE LIMITED TO 90 DAYS FROM THE SHIPMENT DATE OF THE SOFTWARE.
10. Your Software, Computer, and CNC Equipment. You indemnify the Licensor and accept full responsibility for selecting and operating all Software, computer, and CNC equipment to be used with the Software and acknowledge that certain combinations of such items may be incompatible with the Software. You agree that the Licensor is not responsible for such use and choices and has made no representations that the Software will operate with such Software, hardware, or CNC Equipment. Furthermore, you acknowledge that possible operational restrictions, including maximum feed rate and/or ranges of movement, subroutines, communication, and DNC constraints may result due to the limitations of your CNC Equipment.
11. Entire Agreement. This EULA is the complete and exclusive statement of the Licensor’s obligations and responsibilities to you and supersedes any other proposal, representation, or other communication by or on behalf of the Licensor relating to the subject matter hereof.
12. Export. You shall comply with all U.S. and relevant other government export and import regulations affecting the Software, and shall neither export nor permit its re-export to any country requiring approval of technology licensing without obtaining the appropriate U.S. or foreign government licenses.
13. Governing Law. This EULA shall be construed, interpreted, and governed by the laws of the State of California and the state and federal courts located in Los Angeles County shall have jurisdiction over any dispute arising hereunder. The U.N. Convention on Contracts for the International Sale of Goods shall not apply to this EULA.
13. General Provisions.
a. The terms of this EULA shall prevail over those of any purchase order or other document conflicting with or adding to the terms of this EULA. If any provision of this EULA is found to be void or unenforceable, it will not affect the validity of the balance of the EULA, which shall remain valid and enforceable according to its terms. If any remedy provided is determined to have failed of its essential purpose, all limitations of liability and exclusions of damages set forth herein shall remain in full force and effect.
b. The Software is Commercial Computer Software as defined in sub-paragraph (a)(1) of DFAR § 252.227-7014, "Rights in Noncommercial Computer Software and Noncommercial Computer Software Documentation." Use, duplication, or disclosure by the Government is subject to the terms of this EULA
Vero End User License Agreement (EULA)
IMPORTANT NOTICE: PLEASE READ CAREFULLY BEFORE INSTALLING THE SOFTWARE:
This licence agreement (Licence) is a legal agreement between you (Licensee or you) and the entity named as licensor on the packaging and/or in the documentation of the software (Licensor, us or we).
Various capitalised terms used in this Licence are defined in Exhibit A (if the terms are not defined in the main body of this Licence).
WE LICENSE YOUR USE OF THE SOFTWARE AND OTHER LICENSED MATERIALS ONLY ON THE CONDITION THAT YOU, THE LICENSEE, ACCEPT ALL OF THE TERMS CONTAINED OR REFERENCED IN THIS LICENCE.
By Selecting the ‘I Accept’ button or other button or mechanism designed to acknowledge agreement to the terms of an electronic copy of this Licence, or by installing, downloading, accessing, or otherwise copying or using all or any portion of the Licensed Materials you (i) accept this Licence on behalf of the entity for which you are authorised to act (e.g., an employer) and acknowledge that such entity is legally bound by this Licence (and you agree to act in a manner consistent with this Licence) or, if there is no such entity for which you are authorised to act, you accept this Licence on behalf of yourself as an individual and acknowledge that you are legally bound by this Licence, and (ii) you represent and warrant that you have the right, power and authority to act on behalf of and bind such entity (if any) or yourself. You may not accept this Licence on behalf of another entity unless you are an employee or other agent of such other entity with the right, power and authority to act on behalf of such other entity.
If you, the Licensee, are unwilling to accept this Licence, or you do not have the right, power and authority to act on behalf of and bind such entity or yourself as an individual (if there is no such entity), (a) DO NOT SELECT THE “I ACCEPT” BUTTON OR OTHERWISE CLICK ON ANY BUTTON OR OTHER MECHANISM DESIGNED TO ACKNOWLEDGE AGREEMENT, AND DO NOT INSTALL, DOWNLOAD, ACCESS, OR OTHERWISE COPY OR USE ALL OR ANY PORTION OF THE LICENSED MATERIALS; AND (b) WITHIN THIRTY (30) DAYS FROM THE DATE OF ACQUIRING THE LICENSED MATERIALS, YOU MAY RETURN THEM (INCLUDING ANY COPIES) TO THE ENTITY FROM WHICH THEY WERE ACQUIRED, ALONG WITH ANY RELEVANT PROOF OF PAYMENT, FOR A REFUND OF THE APPLICABLE LICENSE FEES PAID.
We licence use of the Software and Documentation to you on the basis of this Licence. We do not sell the Software or Documentation to you. We remain the owners of the Software and Documentation at all times.
Variations to this Licence will not be effective or legally binding unless in writing and signed by or on behalf of us.
You should print a copy of this Licence for future reference.
1. GRANT AND SCOPE OF LICENCE
1.1 In consideration of you agreeing to abide by the terms of this Licence AND the payment of the relevant licence fee, the Licensor hereby grants to you a non-exclusive, non-sublicensable, non-transferable, limited licence to install and use the Licensed Materials under the terms of this Licence, in each case (a) in the Territory, (b) within the scope of the License Type and Permitted Number specified in the applicable Licence Identification, and (c) in accordance with the other terms of this Licence. Various Licence Types are described in Exhibit B. In any case where the Licence Identification does not specify a Licence Type or Permitted Number, or there is no Licence Identification, the License Type will, by default, be the Evaluation License and the Permitted Number will, by default, be one (1).
1.2 You may:
(a) install and use the Licensed Materials subject to the conditions associated with the relevant Licence Type detailed in Exhibit B (and, in the case of Supplemental Materials, subject to any additional and/or different terms and conditions supplied by the Licensor with such Supplemental Materials, which in the event of any conflict shall take precedence over the terms of this Licence).
(b) provided it is used on only one Computer at any one time, transfer the Licensed Materials from one Computer to another within the Licensee organisation or entity;
(c) make a reasonable number of copies of the Licensed Materials for back-up purposes, or as part of a back-up scheme; and
(d) receive and use any free supplementary software code or update of the Licensed Materials incorporating "patches" and corrections of errors as may be provided by the Licensor from time to time.
1.3 Subscription. We may offer, and Licensee may elect to acquire, Subscriptions for the Licensed Materials licensed to Licensee under this Licence (and such Subscriptions may include rights in addition to or different from those set forth in this Licence). Any Subscriptions are subject to the Licensor’s specific terms and conditions, which are set forth in the applicable Subscription program terms and conditions (and in the event of any conflict, those terms and conditions shall take precedence over the terms of this Licence). You agree that if you request, accept, or make use of any Subscription, you will be bound by such terms, as they may be modified from time to time in accordance with the applicable Subscription program terms and conditions, and you agree to comply with those terms. You also acknowledge that we may require a further acceptance of such terms as a condition to providing Subscriptions.
2. RESTRICTIONS
Except as expressly set out in this Licence or as permitted by any local law, you undertake:
(a) not to copy the Licensed Materials except where such copying is incidental to normal use of the Licensed Materials or where it is necessary for the purpose of back-up or operational security;
(b) not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Licensed Materials;
(c) not to make alterations to, or modifications of, the whole or any part of the Licensed Materials nor permit the Licensed Materials or any part of them to be combined with, or become incorporated in, any other programs;
(d) not to disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Software nor the Supplemental Materials nor attempt to do any such things except to the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the Software or Supplemental Materials with another software program, and provided that the information obtained by you during such activities:
(i) is used only for the purpose of achieving inter-operability of the Software with another software program;
(ii) is not disclosed or communicated without the Licensor's prior written consent to any third party to whom it is not necessary to disclose or communicate it; and
(iii) is not used to create any software which is substantially similar to the Software or Supplemental Materials;
(e) to keep all copies of the Licensed Materials secure and to maintain accurate and up-to-date records of the number and locations of all copies of the Licensed Materials;
(f) to supervise and control use of the Licensed Materials and ensure that the Licensed Materials are used by your employees and representatives in accordance with the terms of this Licence;
(g) to include our copyright notice on all entire and partial copies of the Licensed Materials in any form;
(h) not to provide, or otherwise make available, the Licensed Materials in any form, in whole or in part (including, but not limited to, program listings, object and source program listings, object code and source code) to any person without prior written consent from us;
(i) not to use the Licensed Materials via any communications network or by means of remote access unless specifically provisioned for and supported by the technical protection measures (TPM) or license compliance system.
3. INTELLECTUAL PROPERTY RIGHTS
3.1 You acknowledge that all intellectual property rights in the Licensed Materials throughout the world belong to us, that rights in the Licensed Materials are licensed (not sold) to you, and that you have no rights in, or to, the Licensed Materials other than the right to use them in accordance with the terms of this Licence.
3.2 You acknowledge that you have no right to have access to the Software or Supplemental Materials in source code form or in unlocked coding or with comments.
3.3 The Licensor and its licensors and affiliates take all legal steps to eliminate piracy of their software products. In this context, the Licensed Materials may include a security mechanism that can detect the installation or use of illegal copies of the Licensed Materials, and collect and transmit data about those illegal copies. Data collected will not include any customer data created with the Licensed Materials, but may be personally identifiable data. By using the Licensed Materials, you consent to such detection and collection of data, as well as its transmission and use if an illegal copy is detected. We reserve the right to use any technical protection measures (TPM) to protect the integrity and intellectual property rights of the Licensed Materials. You must not attempt in any way to remove or circumvent any such TPM, nor to apply, manufacture for sale, hire, import, distribute, sell, nor let, offer, advertise or expose for sale or hire, nor have in your possession for private or commercial purposes, any means whose intended purpose is to facilitate the unauthorised removal or circumvention of such TPM. Any personally identifiable data collected as part of such TPM will be used solely to help enforce compliance with this License, and will not be used for sales or marketing purposes.
4. LIMITED WARRANTY
4.1 We warrant that:
(a) any medium on which the Licensed Materials stored and distributed is (at the time it is supplied) free from defects in design, material and workmanship under normal use;
(b) the Software will, when properly used and on an operating system for which it was designed, perform substantially in accordance with the functions described in any User Documentation provided; and
(c) that any User Documentation provided, substantially describes the operation of the Software,
for a period of 90 days from the date of installation of the Software (Warranty Period). If a defect in delivery medium occurs during the Warranty Period, you should contact the agent or distributor from whom you purchased the Software, who will replace it free of charge or provide an alternative delivery mechanism at their discretion, subject to confirmation of the original sale.
4.2 If, within the Warranty Period, you notify us in writing of any defect or fault in the Software as a result of which it fails to perform substantially in accordance with the User Documentation, we will, at our sole option, either repair or replace the Software, provide a suitable workaround or reimburse the licence fee, provided that you make available all the information that may be necessary to help us to remedy the defect or fault, including sufficient information to enable us to recreate the defect or fault.
4.3 The warranty does not apply:
(a) if the defect or fault in the Software results from you having amended the Software;
(b) if the defect or fault in the Software results from you having used the Software in contravention of the terms of this Licence;
(c) if the defect or fault comes about as a result of or through lack of training on the part of the Licensee.
4.4 If you are a consumer, this warranty is in addition to your legal rights in relation to Software that is faulty or not as described. You should seek legal advice from the relevant organisation in your country.
5. LIMITATION OF LIABILITY IF YOU ARE A BUSINESS USER
5.1 You acknowledge that neither the Software nor the Supplemental Materials have been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the Software and the Supplemental Materials as described in the User Documentation meet your requirements.
5.2 You acknowledge and accept that the Software may form part of a process that drives industrial machinery, but at all times it is your responsibility to validate the results generated from the Software prior to them being used elsewhere. We do not guarantee the correct or expected behaviour of any industrial machinery that uses output generated from the Software whether directly or indirectly.
5.3 If you are a business customer, we only supply the Licensed Materials for internal use by your business, and you agree not to use the Licensed Materials for any re-sale purposes.
5.4 We shall not under any circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Licence for:
(a) loss of profits, sales, business, or revenue;
(b) business interruption;
(c) loss of anticipated savings;
(d) loss or corruption of data or information;
(e) loss of business opportunity, goodwill or reputation; or
(f) any indirect or consequential loss or damage.
5.5 Other than the losses already set out (for which we are not liable), our maximum aggregate liability under or in connection with this Licence whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to a sum equal to 110% of the Licence Fee unless the liability cannot be excluded under English law.
5.6 Nothing in this Licence shall limit or exclude our liability or liabilities that cannot be excluded or limited by English law.
5.7 This Licence sets out the full extent of our obligations and liabilities in respect of the supply of the Licensed Materials. Except as expressly stated in this Licence, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the supply of the Licensed Materials which might otherwise be implied into, or incorporated in, this Licence whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.
6. LIMITATION OF LIABILITY IF YOU ARE A CONSUMER USER
6.1 You acknowledge that neither the Software nor the Supplemental Materials have been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the Software and Supplemental Materials as described in the User Documentation meet your requirements.
6.2 You acknowledge and accept that the Software may form part of a process that drives industrial machinery, but at all times it is your responsibility to validate the results generated from this Software prior to them being used elsewhere. We do not guarantee the correct or expected behaviour of any industrial machinery that uses output generated from the Software whether directly or indirectly.
6.3 If you are a consumer, we only supply the Licensed Materials for domestic and private use. You agree not to use the Licensed Materials for any commercial, business or re-sale purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
6.4 Our maximum aggregate liability under or in connection with this Licence whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to a sum equal to 110% of the Licence Fee unless the liability cannot be excluded under English law.
6.5 Nothing in this Licence shall limit or exclude our liability or liabilities that cannot be excluded or limited by English law.
7. TERMINATION
7.1 We may terminate this Licence immediately by written notice to you if you commit a material or persistent breach of this Licence which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so.
7.2 Upon termination for any reason:
(a) all rights granted to you under this Licence shall cease;
(b) you must cease all activities authorised by this Licence;
(c) you must immediately delete or remove the Licensed Materials from all computer equipment in your possession and immediately destroy or return to us (at our option) all copies of the Licensed Materials then in your possession, custody or control and, in the case of destruction, certify to us that you have done so.
8. EXPORT RULES
8.1 You agree that the Licensed Materials will not be shipped, transferred, or exported into any country or used in any manner prohibited under UK legislation, or any other export laws, restrictions, or regulations (collectively the “Export Laws”). In addition, if the Licensed Materials are identified as export controlled items under the Export Laws, you represent and warrant that you are not a citizen, or otherwise located within, an embargoed nation and that you are not otherwise prohibited under the Export Laws from receiving the Licensed Materials. All rights to use the Licensed Materials are granted on condition that such rights are forfeited if you fail to comply with the terms of this Licence.
9. OTHER IMPORTANT TERMS
9.1 We may transfer our rights and obligations under this Licence to another organisation, but this will not affect your rights or our obligations under this Licence.
9.2 You may only transfer your rights or your obligations under this Licence to another person if we agree in writing.
9.3 If you are a business customer, this Licence and any document expressly referred to in it constitutes the entire agreement between you and us. You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of the us which is not set out in this Licence or any document expressly referred to in it.
9.4 If we fail to insist that you perform any of your obligations under this Licence, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
9.5 Each of the conditions of this Licence operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.
9.6 If you are a consumer, please note that this Licence, its subject matter and its formation, are governed by English law. You and we both agree to that the courts of England and Wales will have non-exclusive jurisdiction.
9.7 If you are a business customer, this Licence, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.
EXHIBIT A
1. “Access” or “Accessible” means, with respect to a computer program or other materials, (a) to use or execute the computer program or other materials or (b) to use or otherwise benefit from the features or functionality of the computer program or other materials.
2. “Authorised User” means any individual person who Installs or Accesses, or is authorised to Install or Access, any of the Licensed Materials.
3. “Computer” means (i) a single electronic device, with one or more central processing units (CPUs), that accepts information in digital or similar form and manipulates the information for a specific result based on a sequence of instructions, or (ii) a software implementation of such a device (or so-called virtual machine).
4. “Educational Purposes” means purposes directly related to learning, teaching, training, and research and development that are part of the instructional functions performed by a primary or secondary educational institution or any degree-granting or certificate-granting institution or any learning, teaching or training facilities, but does not include commercial, professional or for-profit instructional or other purposes.
5. “Evaluation Purposes” means purposes of evaluation and demonstration of the capabilities of the Software or Supplemental Materials but excludes competitive analysis and any commercial, professional, or other for-profit purposes.
6. “Faculty” means Personnel of a primary or secondary educational institution or any degree-granting or certificate-granting educational institution or any learning, teaching or training facilities and who upon request by us is able to provide proof of such status.
7. “Install” and “Installation” means, with respect to a computer program or other materials, to copy the program or other materials onto a hard disk or other storage medium.
8. “Licence Identification” means one or more designations by us that set forth the Licence Type (among other things) for Licensee’s licence of the Licensed Materials. The Licence Identification may be (a) located (i) in the Licensed Materials (e.g., in an “About” box, license information dialog box, or text file of Software), (ii) on or with our packaging, or (iii) in a written confirmation or other notice issued to Licensee by us and transmitted via email, facsimile, physical delivery, or otherwise, or (b) obtained from us on request. For clarification, Licence Identification does not include a designation, confirmation, packaging or other document provided by a reseller or other third party.
9. “License Type” means a type of licence specified by us for our Licensed Materials, including the types set forth in Exhibit B. License Type includes the terms specified by us for each type of licence, including the applicable terms set forth in Exhibit B. License Type is determined by us and may be specified in the applicable Licence Identification.
10. “Licensed Materials” means Software, Supplemental Materials and User Documentation (a) downloaded by clicking on the “I accept” button or other button or mechanism associated with this Licence or by otherwise indicating assent to this Licence, (b) delivered prepackaged with this Licence, or (c) otherwise accompanied by this Licence, provided that (i) in the case of Software, the Software is identified in an applicable Licence Identification, and (ii) Licensee has paid (and continues to pay) the applicable fees. Licensed Materials also includes Supplemental Materials and User Documentation that we provide or make available to Licensee for use with Software licensed under this Licence if there are no separate terms for such materials specified by us. Licensed Materials includes, without limitation, any error corrections, patches, service packs, updates, enhancements, and Upgrades to, and new versions of, the Licensed Materials that we provide or make available to Licensee under Licensee’s then-current license. Licensee acknowledges that availability of upgrades and new versions may be subject to additional fees and the Subscription program terms. In addition, Licensed Materials includes, without limitation, any Previous Versions and other materials that Licensee receives or retains pursuant to the Subscription program terms, but only for so long as and to the extent expressly authorised by the Subscription program terms.
11. “Licensee” means (a) the company or other legal entity on behalf of which the Licensed Materials are acquired, if the Licensed Materials are acquired on behalf of such an entity (e.g., by an employee, independent contractor, or other authorised representative), or (b) if there is no such entity, the individual who accepts this Licence (e.g., by selecting the “I accept” button or other button or mechanism associated with this Licence or otherwise indicating assent to this Licence, or by installing, downloading, accessing, or otherwise copying or using all or any portion of the Licensed Materials). For clarification, “Licensee” refers only to a single, specifically identified legal entity or individual, and does not include any subsidiary or affiliate of any such legal entity or individual or any other related person.
12. “Licensee’s Internal Business Needs” means, in reference to Licensed Materials, the use of such Licensed Materials (and the features and functionality thereof) by Licensee’s own Personnel to meet the internal requirements of Licensee’s business in the ordinary course of such business, provided that Internal Business Needs will in no event include providing or making available such Licensed Materials (or the features or functionality thereof) to any third party.
13. “Networked Basis” means a computing environment that includes a Computer acting as a file server which allows the Licensed Materials Installed on such Computer to be uploaded and Installed to, and operated, viewed or otherwise Accessed from, other Computers through a local area network connection or through a VPN connection subject to compliance with the VPN Requirements.
14. “Permitted Number” means a maximum number (e.g., number of authorised users, number of concurrent users, number of computers, sessions, etc.) applicable to a license of the Licensed Materials and to the License Type associated with such license. Such number is determined by us and may be specified in the applicable License Identification.
15. “Personal Learning Purposes” means (i) personal learning as a Student or (ii) in the case of a non-Student, personal learning, excluding (a) in-person or online classroom learning in any degree-granting or certificate granting program, and (b) learning related to any commercial, professional or other for-profit purposes.
16. “Personnel” means (a) Licensee’s individual employees and (b) individual persons who are independent contractors working on Licensee’s premises and who Install and Access the Licensed Materials only on and through Computers owned or leased and controlled by Licensee.
17. “Previous Versions” means, as to any then-current release of Licensed Materials, a prior release of the Licensed Materials as to which such then-current release is a successor or substitute (as determined by us).
18. “Software” means a computer program, or a module or component of a computer program, distributed or made available by us. The term “Software” may also refer to functions and features of a computer program.
19. “Stand-alone Basis” means (i) the Licensed Materials are Installed on a single Computer and (ii) the Licensed Materials cannot be Installed on, or operated, viewed or otherwise Accessed from or through, any other Computer (e.g., through a network connection of any kind).
20. “Student” means an individual person who is, (i) at the time of Installation of Licensed Materials, enrolled (a) at a recognised degree-granting or certificate-granting educational institution for three (3) or more credit hours in a degree-granting or certificate granting education program or (b) in a nine (9) month or longer certificate program and (ii) upon request by us is able to provide proof of such enrollment.
21. “Subscription” is the program offered generally by us under which we provide (among other things) updates and Upgrades to, new versions of, and certain other support, services and training relating to our Licensed Materials.
22. “Supplemental Materials” means materials, other than Software and related User Documentation, that are distributed or made available by us for use with Software. Supplemental Materials include, without limitation, (a) content, such as sample drawings and designs, modules for drawings and designs, and representations of elements used in drawings and designs, (b) background materials, such as industry codes and descriptions of industry practices, (c) tools for rendering the output of the Software, such as fonts, and (d) development materials, application programming interfaces (APIs), and other similar developer materials (including API information).
23. “Territory” (a) means the country, countries or jurisdiction(s) specified in the Licence Identification, or (b) if there is no such Licence Identification, or no country or jurisdiction is specified in the Licence Identification, means the country in which Licensee acquires a licence to the Licensed Materials. If the Licence Identification specifies, or Licensee acquires the Licensed Materials in, a member country of the European Union or the European Free Trade Association, Territory means all the countries of the European Union and the European Free Trade Association.
24. “Uninstall” means to remove or disable a copy of the Licensed Materials from a hard drive or other storage medium through any means or otherwise to destroy or make unusable a copy of the Licensed Materials.
25. “Upgrade” means a full commercial version of Licensed Materials (a) which is a successor to or substitute for a qualifying prior release (and may incorporate error corrections, patches, service packs and updates and upgrades to, and may enhance or add to the features or functionality of, the prior release) or different release of Licensed Materials, (b) is provided to a Licensee who has previously licensed the applicable qualifying prior or different release from us and (c) for which we generally charge a separate fee or makes available solely to customers under Subscription. Whether Licensed Materials are an Upgrade may be specified in the applicable License Identification. Whether Licensed Materials are an Upgrade and whether Licensee has met the qualifications to license our particular Licensed Materials as an Upgrade are determined by us.
26. “User Documentation” means the explanatory or instructional materials for Software or Supplemental Materials (including materials regarding use of the Software or Supplemental Materials), whether in printed or electronic form, that we or a reseller incorporates in the Software or Supplemental Materials (or the packaging for the Software or Supplemental Materials) or otherwise provides to its customers when or after such customers license, acquire or Install the Software or Supplemental Materials.
31. “VPN Requirements” means (i) the Licensed Materials are Accessed through a secure virtual private network (“VPN”); (ii) the maximum number of concurrent users Accessing the Licensed Materials (on a Networked Basis or through the VPN) does not exceed the Permitted Number at any time; (iii) all copies of the Licensed Materials are Installed and Accessed exclusively in conjunction with the technical protection device (if any) supplied with the Licensed Materials; and (iv) the VPN connection is secure and complies with current industry standard encryption and protection mechanisms.
EXHIBIT B
1. Stand-alone (Individual) Licence. If the Licence Identification identifies the Licence Type as a “Stand-alone Licence” or as an “Individual Licence,” Licensee may Install a single primary copy of the specific release of the Licensed Materials designated in the applicable Licence Identification on one (1) Computer, on a Stand-alone Basis, and permit Access to such primary copy of the Licensed Materials solely by Licensee’s Personnel, and solely for Licensee’s Internal Business Needs. This Licence type is for a fixed term specified in the applicable Licence Identification. If no such term is specified, the term is thirty (30) years from Installation or as otherwise authorised in writing by us, except as otherwise provided in this Agreement.
2. Multi-seat Stand-alone Licence. If the Licence Identification identifies the Licence Type as a “Multi-seat Stand-alone Licence,” Licensee may Install primary copies of the specific release of the Licensed Materials designated in the applicable Licence Identification on up to the Permitted Number of Computers, on a Stand-alone Basis, and permit Access to such copies of the Licensed Materials solely by Licensee’s Personnel, and solely for Licensee’s Internal Business Needs. This Licence type is for a fixed term specified in the applicable Licence Identification. If no such term is specified, the term is thirty (30) years from Installation or as otherwise authorised in writing by us, except as otherwise provided in this Agreement.
3. Network Licence. If the Licence Identification identifies the Licence Type for the Licensed Materials as a “Network Licence,” Licensee may Install copies of the specific release of the Licensed Materials designated in the applicable Licence Identification on a Computer and permit Access to such Licensed Materials on multiple Computers, on a Networked Basis, solely by Licensee’s Personnel, solely for Licensee’s Internal Business Needs, only so long as the maximum number of concurrent Authorised Users does not exceed the Permitted Number of Authorised Users or other limits imposed by the the Licensor (if any). This Licence type is for a fixed term specified in the applicable Licence Identification. If no such term is specified, the term is thirty (30) years from Installation or as otherwise authorised in writing by us, except as otherwise provided in this Agreement.
4. Educational Stand-alone (Individual) Licence. If the Licence Identification identifies the Licence Type as an “Educational Stand-alone (Individual) Licence,” Licensee may Install a copy of the specific release of the Licensed Materials designated in the applicable Licence Identification on one (1) Computer, on a Stand-alone Basis, and permit Access to such copy of the Licensed Materials solely by Students (and such Students are deemed to be Personnel of Licensee for purposes of the Educational Stand-alone (Individual) Licence) and Faculty at degree-granting or certificate-granting educational institutions, solely for Educational Purposes and only at and from locations that are not operated for commercial, professional or for-profit purposes. This Licence type is for a fixed term specified in the applicable Licence Identification. If no such term is specified, the term is thirty (30) years from Installation or as otherwise authorised in writing by us, except as otherwise provided in this Agreement.
5. Educational Multi-seat Stand-alone Licence. If the Licence Identification identifies the Licence Type as an “Educational Multi-seat Stand-alone Licence,” Licensee may Install copies of the specific release of the Licensed Materials designated in the applicable Licence Identification on up to the Permitted Number of Computers, on a Stand-alone Basis, and permit Access to such copies of the Licensed Materials solely by Students (and such Students are deemed to be “Personnel” of Licensee for purposes of the Educational Multi-seat Stand-alone Licence) and Faculty at degree-granting or certificate-granting educational institutions, solely for Educational Purposes, and only at and from locations that are not operated for commercial, professional or for-profit purposes This Licence type is for a fixed term specified in the applicable Licence Identification. If no such term is specified, the term is thirty (30) years from Installation or as otherwise authorised in writing by us, except as otherwise provided in this Agreement.
6. Educational Network Licence. If the Licence Identification identifies the Licence Type as an “Educational Network Licence,” Licensee may Install copies of the specific release of the Licensed Materials designated in the applicable Licence Identification on a single file server Computer, and Access such Licensed Materials on multiple Computers on a Networked Basis, and permit Access to such copies of the Licensed Materials solely by Students (such Students are deemed to be “Personnel” of Licensee for purposes of the Educational Network Licence) and Faculty at degree-granting or certificate-granting educational institutions, solely for Educational Purposes, only so long as the maximum number of concurrent Authorised Users does not exceed the Permitted Number of Authorised Users, and only at and from locations that are not operated for commercial, professional or for-profit purposes. This Licence type is for a fixed term specified in the applicable Licence Identification. If no such term is specified, the term is thirty (30) years from Installation or as otherwise authorised in writing by us, except as otherwise provided in this Agreement.
7. Student Licence. If the Licence Identification identifies the Licence Type as a “Student Licence” in the applicable Licence Identification, Licensee may Install a copy of the specific release of the Licensed Materials designated in the applicable Licence Identification on one (1) Computer, on a Stand-alone Basis, and permit Access to such copy of the Licensed Materials solely by a Student or Faculty, solely for Personal Learning Purposes, and only at and from locations that are not labs or classrooms and are not operated for commercial, professional or for-profit purposes. A Student Licence is for a fixed term specified in the applicable Licence Identification. If no such term is specified, the term is thirty-six (36) months from Installation or as otherwise authorised in writing by us.
8. Personal Learning Licence. If the Licence Identification identifies the Licence Type as a “Personal Learning Licence” in the applicable Licence Identification, Licensee may Install a copy of the specific release of the Licensed Materials designated in the applicable License Identification on one (1) Computer, on a Stand-alone Basis, and permit Access to such copy of the Licensed Materials solely by Licensee, as an individual, solely for Personal Learning Purposes and only at and from locations that are not labs or classrooms and are not operated for commercial, professional or for-profit purposes. A Personal Learning License Stand-alone Licence is for a fixed term specified in the applicable Licence Identification. If no such term is specified, the term is thirteen (13) months from Installation.
9. Evaluation/Demonstration/Trial. If we identify the License Type as a “demonstration”, “evaluation”, “trial,” “not for resale” or “NFR” version (each, an “Evaluation Licence”) in the applicable Licence Identification, Licensee may Install a copy of the specific release of the Licensed Materials designated in the applicable Licence Identification on one (1) Computer, on a Stand-alone Basis, and permit Access to such copy of the Licensed Materials, solely by Licensee’s Personnel, solely for Evaluation Purposes, only so long as the maximum number of concurrent Authorised Users does not exceed one (1), and only from Licensee’s work location. An Evaluation Licence is for a fixed term specified in the applicable Licence Identification. If no such term is specified, the term is thirty (30) days from Installation or as otherwise authorised in writing by us.
10. Fixed Term/Limited Duration/Rental Licence. If we identify a licence in the applicable Licence Identification as being for a specified period or limited duration or as having a fixed term (other than the licenses in B.7, B.8, or B.9) or as a rental licence, Licensee’s right to Install and Access the Licensed Materials will continue only for the period, duration or term specified in the Licence Identification. Such Installation and Access will be in accordance with and subject to the applicable Licence Type and Permitted Number. If we identify a licence in the applicable Licence Identification as being for a specified period or limited duration, or as having a fixed term, or a rental license but no period, duration or term is specified in the Licence Identification, the period, duration or term will be ninety (90) days from Installation.
11. Homework licence. If we identify a licence in the applicable Licence Identification as supporting a homework mode, and the software supports a homework mode, the Licensee has the right to additionally Install and Access the Licensed Materials on a home based system subject to the homework mode option being activated on that installation as detailed in the User Documentation. The homework mode option may not represent a fully functional version of the product. The Licence expires upon removal of the associated qualifying product. The Licensee also has the right to switch the original qualifying product into a homework mode as part of the general functionality provided by the product.
