CAD Design Software - End
User License Agreement (EULA)
This Software
License Agreement (this “Agreement”)
is entered into by and between
CAD Design Services, Inc. (dba
CAD Design Software), a
California corporation with its
principal place of business at
2530 Berryessa Road # 531, San
Jose, CA 95132, USA (hereinafter
referred to as “Seller”), and
any person, company, or entity
which installs or has access to
Seller’s software products
(hereinafter referred to as
“Customer”).
The parties hereby
agree as follows:
1.
Definitions.
As used herein, the
following terms shall have the
following meanings:
Designated
Equipment
means the specific equipment on
which a locked version of the
Software is licensed.
Designated Site
means the specific location,
facility, or campus specified as
the designated site on the
Purchase Order or a three-mile
(five-kilometer) radius around
the “Ship To” address on the
Purchase Order if the Purchase
Order does not specify a
designated site.
Documentation
means the user manual, reference
manuals and other materials, in
electronic form, supplied by
Seller for use with the
Software.
Effective Date
means the latest date of
execution of this Agreement set
forth, which shall be upon the
installation of the software.
Number of
Designated Users
means the number of simultaneous
users specified in Customer’s
Purchase Order(s) (applicable to
network licenses only).
Purchase Order(s)
means Customer’s purchase order
accepted by Seller in writing
which specifically references
this Agreement or, in the
absence of a Purchase Order, the
Seller’s invoice.
Quote
means any pricing quote for the
Software to Customer.
Software
means the software (including
OEM software) set forth in
Customer’s Purchase Order(s), in
machine-readable object code.
2.
License and
Restrictions.
a.
License.
Customer will receive a
“network” license and/or
“locked” license of either a
perpetual or fixed term, as
specified in Customer’s Purchase
Order.
i.
Network License.
If a network license is
specified in Customer’s Purchase
Order, then, subject to the
terms and conditions of this
Agreement, Seller grants
Customer a non-exclusive,
non-sublicensable,
non-transferable license to
allow the Designated Number of
Users to use the Software for
Customer’s internal business
purposes.
If a fixed-term networked
license is specified in
Customer’s Purchase Order, then
Customer may use the Software
pursuant to the foregoing
license only during such fixed
period of time, beginning on the
Effective Date.
The maximum number of
simultaneous users of the
Software may not exceed the
Designated Number of Users.
Employees whose permanent
work location is within the
Designated Site may use the
Software at their personal
residences via a virtual private
network, provided that the
maximum number of simultaneous
users of the Software does not
exceed the Designated Number of
Users.
ii.
Locked License.
If a locked license is
specified in Customer’s Purchase
Order, then, subject to the
terms and conditions of this
Agreement, Seller grants
Customer a non-exclusive,
non-sublicensable,
non-transferable license to use
a single copy of the Software on
the Designated Equipment for
Customer’s internal business
purposes.
If a fixed-term locked
license is specified in
Customer’s Purchase Order, then
Customer may use the Software
pursuant to the foregoing
license only during such fixed
period of time, and such fixed
term shall begin upon the
Effective Date.
b.
Restrictions.
All users of the Software must
be Customer’s employees whose
permanent work location is
within the Designated Site.
The Software may only
reside on hardware that is
physically located within the
Designated Site.
Customer may move the
Software that is covered by a
maintenance contract to a
different Designated Site within
the
United States
(and cease all use of the
Software at the previous
Designated Site) only upon
Seller’s written approval.
Customer may not (i)
permit any parent, subsidiary,
affiliated entity or third party
to use the Software, (ii) rent
or lease the Software, (iii) use
the Software for third-party
training or commercial
time-sharing.
c.
Copies.
Customer may make a
reasonable number of archival
copies of the Software.
All copies shall include
all copyright and other
proprietary notices included in
the Software.
Customer may not copy the
Software other than as set forth
herein.
All copies of the
Documentation must include all
copyright and other proprietary
notices included in the
Documentation.
d.
Reverse Engineering;
Modifications.
Customer will not cause
or permit (i) the disassembly,
decompilation or reverse
engineering of the Software or
otherwise attempt to gain access
to the source code to the
Software or (ii) the
modification, adaptation,
translation or creation of
derivative works based on the
Software.
3. Payment.
a.
License Fees.
In consideration for the
licenses granted by Seller under
this Agreement, Customer will
pay the license fees set forth
in the Purchase Order.
b.
Maintenance and
Support Fees; Renewal.
In consideration of the
maintenance and support
provisions set forth in Schedule
A, Customer will pay the
maintenance and support fees set
forth in the Purchase Order.
Seller will provide the
maintenance and support set
forth in Schedule A for the
period set forth in the Purchase
Order.
Subject to the terms and
conditions of this Agreement,
including those set forth in
Schedule A, Customer may elect
to renew maintenance and support
for additional 1-year terms by
providing written notice to
Seller prior to the expiration
of Customer’s then-current
annual maintenance term.
The fee for each
additional annual maintenance
term shall be Seller’s
then-current list price for
annual maintenance for the
software licensed to Customer
hereunder.
If Customer desires to
reinstate maintenance and
support after allowing
maintenance and support to
lapse, Customer will be required
to pay Seller’s then-current fee
for reinstating lapsed
maintenance and support.
c.
Taxes.
Customer
agrees to pay or reimburse
Seller for all federal, state or
local taxes, fees or duties
(including without limitation
all sales, use, excise,
withholding or value-added
taxes) arising out of this
Agreement or the licenses
granted or services provided
under this Agreement (other than
taxes on Seller’s net income).
d.
Late Payments.
Except as otherwise set
forth herein,
all amounts due under this
Agreement must be paid within
the period specified on the
Purchase Order.
Late
payments will accrue interest at
a rate of 1.5% per month, or the
maximum legal rate if less.
Customer will pay for all
costs (including reasonable
attorneys’ fees) incurred by
Seller in connection with the
collection of late payments.
If any fees are more than
30 days late, Seller may suspend
performance until all fees are
made current.
All payments must be made
in United States dollars.
4.
Protection of Licensed
Materials.
Seller,
or its licensors, shall retain
all proprietary rights,
including all copyright, patent,
trade secret, trademark and all
other intellectual property
rights, in and to the Software,
Documentation and any
corrections, enhancements, or
other modifications to the
Software.
Customer acknowledges
that the licenses granted under
this Agreement provide Customer
only a right of limited use
under the terms and conditions
of this Agreement.
5. Confidential
Information.
Each party agrees to retain in
confidence all written and oral
information disclosed by the
other party pursuant to this
Agreement which is either
designated as proprietary and/or
confidential, or which would
reasonably be understood to be
confidential (the “Confidential
Information”).
Notwithstanding the
foregoing, the Software and
Documentation will constitute
Seller’s Confidential
Information without need for any
marking or designation.
Each party agrees to:
(a) preserve and protect
the confidentiality of the other
party’s Confidential
Information;
(b) refrain from using
the other party’s Confidential
Information except as
contemplated herein; and (c) not
disclose such Confidential
Information to any third party
except to employees as is
reasonably required in
connection with the exercise of
its rights and obligations under
this Agreement (and only subject
to binding use and disclosure
restrictions at least as
protective as those set forth
herein executed in writing by
such employees).
Notwithstanding the
foregoing, either party may
disclose Confidential
Information of the other party
which is: (i) already publicly
known; (ii) discovered or
created by the receiving party
without reference to the
Confidential Information of the
disclosing party;
(iii) otherwise known to the
receiving party through no
wrongful conduct of the
receiving party; or
(iv) required to be disclosed by
law or court order.
The confidentiality
obligations of this Section 6
will survive the termination of
this Agreement for a period of 5
years.
6.
Limited Warranty.
a.
Limited Warranty and
Sole Remedy.
Seller
warrants that the media on which
the Software is delivered will
be free of manufacturing defects
and damage for 90 days after
shipment, provided that the
media has not been subject to
abuse, improper storage or
neglect.
As Customer’s sole and
exclusive remedy for breach of
the foregoing warranty, Seller
will provide a suitable
replacement media containing the
Software.
b.
Disclaimer of Any
Other Warranty.
EXCEPT FOR THE EXPRESS
LIMITED WARRANTY STATED ABOVE
WITH RESPECT TO THE MEDIA ON
WHICH THE SOFTWARE IS DELIVERED,
THE SOFTWARE IS PROVIDED “AS-IS”
AND
SELLER PROVIDES NO OTHER
WARRANTIES, EITHER EXPRESS,
IMPLIED, STATUTORY, OR
OTHERWISE, WITH RESPECT TO THE
SOFTWARE,
AND
SELLER SPECIFICALLY DISCLAIMS
ALL
IMPLIED WARRANTIES, INCLUDING
THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Seller does not warrant
that the Software will meet
Customer’s requirements or be
error free.
7.
Infringement.
Seller
will defend or settle, at
Seller’s expense, any action
brought against Customer to the
extent based upon a claim that
the Software infringes any
United States copyright,
trademark or trade secret, and
Seller will pay such damages and
costs as are finally awarded
against Customer attributable to
such action, provided that
Customer (i) notifies Seller
promptly in writing of any such
action, (ii) gives Seller sole
control of the defense and/or
settlement of such action and
(iii) gives Seller all
reasonable information and
assistance (at Seller’s expense,
excluding time spent by
Customer’s employees or
consultants) in connection with
such action.
Should the Software
become, or in Seller’s opinion
be likely to become, the subject
of such an infringement claim,
Seller may, at Seller’s option
(i) procure for Customer the
right to use the Software free
of any liability; (ii) replace
or modify, in whole or in part,
the Software to make it
non-infringing; or, if (i) and
(ii) are not commercially
practical, (iii) terminate this
Agreement and refund a pro-rata
portion of the license fees paid
by Customer based on a
three-year straight-line
amortization of such license
fees.
Seller assumes no
liability for any infringement
arising from: (i) any method or
process in which the Software
may be used; (ii) any compliance
with Customer’s designs or
specifications; (iii) use of
other than the current unaltered
release of the Software; or
(iv) the combination, operation
or use of the Software with any
third-party programs, data or
hardware.
THE FOREGOING IS SELLER’S
ENTIRE LIABILITY AND CUSTOMER’S SOLE REMEDY FOR ANY CLAIM THAT THE
SOFTWARE INFRINGES ANY
INTELLECTUAL PROPERTY RIGHTS.
8. Limitation
of Liability.
Seller will not be liable for
any lost profits, loss of data,
cost of procurement of
substitute goods or services, or
for any consequential,
incidental, special, indirect,
or exemplary damages arising out
of or relating to this
Agreement, however caused and
under any theory of liability
(including negligence), even if
Seller has been advised of the
possibility of such damages.
Customer acknowledges
that the amounts payable
hereunder are based in part on
these limitations, and further
agrees that these limitations
shall apply notwithstanding the
failure of the essential purpose
of any remedy. Seller’s total
and cumulative liability arising
out of or in connection with
this Agreement shall not exceed
the license fees paid by
Customer hereunder.
Without limiting the
foregoing, Seller’s total and
cumulative liability arising out
of or in connection with the
maintenance and support
obligations set forth in
Schedule A will not exceed the
maintenance and support fees
paid in the previous 12 months.
9. Term and
Termination.
a.
Term.
Each license granted in
Section 2(a) hereunder shall be
effective as of the Effective
Date and shall continue in
effect for the period set forth
in Customer’s Purchase Order,
which may be either fixed or
perpetual, unless earlier
terminated as set forth herein.
The terms and conditions
of this Agreement shall remain
in effect until the last
remaining license under this
Agreement expires or is
terminated.
b.
Termination.
Either party may
terminate this Agreement and
each of the licenses granted
herein upon written notice to
the other party if:
(i) the other party fails
to comply with any of the terms
or conditions of this Agreement,
including without limitation the
failure to make timely payment
hereunder, and such default is
not cured within 30 days after
written notice thereof to the
other party, or (ii) the other
party becomes the subject of a
voluntary or involuntary
petition in bankruptcy or any
voluntary or involuntary
proceeding relating to
insolvency, receivership,
liquidation, or composition or
assignment for the benefit of
creditors.
c.
Effect of Termination.
Sections 1, 4-9, 10(c)
and 11, and all payment
obligations accruing prior to
termination, shall survive
termination of this Agreement.
Within 5 days after
termination or expiration of
this Agreement, Customer will
return or destroy, at Customer’s
expense, the Software,
Documentation, license codes and
all copies thereof, and, if
requested by Seller, deliver to
Seller a written certification
signed by an officer stating
that the Software,
Documentation, license codes and
all copies thereof have been
returned or destroyed.
Nothing contained herein
will limit any other remedies
that either party may have for
default under this Agreement nor
relieve either party of any
obligations incurred prior to
such termination.
d. Effective Date.
This license agreement
automatically becomes effective
when software is installed on an
end-user computer or server and
remains in effect until
terminated. Customer may
terminate it at any time by
destroying the program together
with all copies. Customer will
also terminate upon conditions
set forth elsewhere in this
Agreement or if customer fails
to comply with any of the terms
or conditions of this Agreement.
Customer agrees upon such
termination to destroy the
program together with all
copies.
By installing Seller’s
software, customer agrees to all
of the terms of this license
agreement.
10. Miscellaneous.
a. Assignment.
Customer may not assign
or transfer this Agreement or
any rights or obligations under
this Agreement, in whole or in
part, whether voluntary, by way
of merger, acquisition, sale, by
operation of law or otherwise,
without Seller’s prior written
consent which will not be
unreasonably withheld provided
the Software is covered by
maintenance.
b.
Severability; Waiver.
If any of the provisions
of this Agreement are held by a
court to be invalid, they are,
to that extent, deemed omitted.
The waiver of one breach
or default or any delay in
exercising any rights shall not
constitute a waiver of any
subsequent breach or default.
c. Export Control.
Customer
acknowledges and agrees that the
Software is subject to
restrictions and controls
imposed by the United States
Export Administration Act and
the regulations thereunder.
Customer agrees that it
will not export or re-export
either the Software or any
directly related materials to or
into any country in violation of
such controls or any other laws,
rules or regulations of any
country, state or jurisdiction,
that neither the Product nor the
underlying information or
technology may be downloaded or
otherwise exported or
re-exported into any other
country except those not subject
to any US Trade sanctions and
explicitly listed in this
contract, nor to individuals or
entities controlled by any US
trade sanctions, or to nationals
or residents of such countries
other than nationals who are
lawfully admitted permanent
residents of the US, or to
anyone on the U.S. Treasury
Department's list of Specially
Designated Nationals and Blocked
Persons or the U.S. Commerce
Department's Table of Denial
Orders. By downloading or using
the Product, Licensee represents
and warrants that it complies
with these conditions.
Further, Licensee
represents and warrants that the
Software shall be used only for
legal and lawful purposes.
d.
Entire Agreement;
Modification.
This Agreement and any
Schedules, Quotes or Purchase
Orders attached hereto represent
the entire agreement between the
parties with respect to the
subject matter hereof and
supersedes all prior agreements
and understandings with respect
to the subject matter hereof,
whether written or oral.
This Agreement may not be
modified or amended except by
the written agreement of the
parties.
e.
Conflicting Documents.
No terms, provisions or
conditions of any purchase
order, invoice or other business
form or written authorization
used by either party will affect
the rights, duties or
obligations of the parties
hereunder, regardless of any
failure of either party to
object to such terms, provisions
or conditions.
Without limiting the
foregoing, any terms or
conditions appearing on
Customer’s purchase orders or
similar documents will not add
to or modify the terms and
conditions of this Agreement.
f.
Governing Law.
This Agreement shall be
governed by the laws of the
State of California without
reference to its principles of
conflicts of laws.
All disputes arising out
of this Agreement shall be
subject to the exclusive
jurisdiction of and venue in the
federal and state courts within
Santa Clara County, California.
Each party hereby
irrevocably consents to the
personal and exclusive
jurisdiction and venue of these
courts.
g.
Notices.
All notices required or
permitted by this Agreement
shall be in writing and shall be
deemed sufficient upon receipt,
when delivered personally or by
courier, overnight delivery
service or confirmed facsimile,
or forty-eight (48) hours after
being deposited in the regular
mail as certified or registered
mail (airmail if sent
internationally) with postage
prepaid.
h.
U.S.
Government Restricted
Rights.
The Software is a
commercial product, developed at
private expense, and provided
with
restricted rights.
Use, reproduction,
release, modification or
disclosure of the Software, or
any part thereof, including
technical data, by the
Government is restricted in
accordance with Federal
Acquisition Regulation (“FAR”)
12.212 for civilian agencies and
Defense Federal Acquisition
Regulation Supplement (“DFARS”)
227.7202 for military agencies.
i.
Force Majeure.
Neither party shall be
responsible for any delays or
inability to perform any of its
obligations under this Agreement
due to any Act of God, fire,
casualty, flood, earthquake,
war, strike, lockout, epidemic,
destruction of production
facilities, riot, insurrection,
or any other cause beyond the
reasonable control of such
party.
j.
Counterparts.
This Agreement may be
executed in counterparts, each
of which shall be deemed an
original and all of which
together shall constitute one
instrument.
k.
Authority. BY SIGNING BELOW YOU REPRESENT
AND
WARRANT THAT YOU HAVE THE
AUTHORITY TO BIND THE COMPANY
YOU REPRESENT.
SCHEDULE A
MAINTENANCE AND SUPPORT
1. Additional
Definitions.
As used herein, the
following terms shall have the
following meanings:
Designated Persons
means the operators who are
trained on the Software and
designated by Customer as
primary contacts to interface
with Seller’s technical support
personnel regarding maintenance
and support of the Software.
Seller reserves the right
to place reasonable limits on
the number of Designated Persons
who may contact Seller regarding
maintenance and support.
Error
means an error in the Software
or Documentation that causes the
Software to fail to operate
materially in accordance with
the Documentation.
A non-conformity will not
be considered an Error if it is
caused by:
(a) Customer’s misuse of
the Software; (b) any
third-party software or
hardware; (c) any modifications
or alterations of or additions
to the Software performed by a
party other than Seller; or (d)
Customer’s failure to implement
all Workarounds, Upgrade,
Updates and Releases which are
provided under this Agreement.
Release
means a major new version of the
Software that, in Seller’s
discretion, is represented by a
change to the left of the
decimal point in the version
number of the Software (e.g.,
v1.0 to v2.0).
Update
means any modification that, in
Seller’s opinion, corrects
Errors or provides minor
functionality enhancements, but
does not change the overall
utility or functional capability
of the Software.
Updates occur within an
upgrade level (e.g.,
within v1.0).
Upgrade
means any modification that, in
Seller’s opinion, changes the
overall utility or functional
capability of the Software.
Upgrades are represented
by a change to the right of the
decimal point in the version
number of the Software (e.g.,
v1.0 to v1.1).
Workaround
means either a specific
instruction set or a
modification or “patch” for the
Software, which may be of a
temporary or interim nature, to
help avoid an Error.
2. Scope of
Support.
The Software support set forth
herein is provided only with
respect to (i) the operation of
the Software on production
releases on authorized operating
systems and (ii) unmodified
versions of the Software.
Notwithstanding anything
herein to the contrary, the
Software support set forth
herein will be provided only for
the most current Release version
of the Software currently
shipping to new customers,
provided that Seller will
continue to support the Release
version immediately preceding
the most current Release version
for a period of 6 months after
the date on which the most
current Release becomes
commercially available.
All communications with
Seller regarding use and/or
support of the Software must be
through the Designated Persons.
3. Maintenance
Releases.
Seller will provide Customer
with 1 copy of any Release,
Update or Upgrade to the
Software, in object code format,
which Seller generally makes
available to Seller’s customers
receiving maintenance and
support.
All Releases, Updates,
Upgrades and Workarounds
provided hereunder shall be
deemed included in the
definition of Software as
defined in Paragraph 1,
“Definitions” herein.
Seller may determine
which products are considered
new products in Seller’s sole
discretion. New products, as
designated by Seller at Seller’s
sole discretion, are not
included in maintenance and
support.
4. Direct On-line and E-mail
Support.
Seller will provide a
technical support department
staffed by support personnel who
shall be available Monday
through Friday (8:00 a.m. to
5:00 p.m. local time at Seller’s
support facility), excluding
holidays Seller recognizes, to
answer questions from Designated
Persons concerning the use of
the Software and Errors.
5. Correction of
Software Errors.
Seller will use all commercially
reasonable efforts to correct
all Errors in the Software
reported by Designated Persons
using Seller’s standard
reporting procedures.
In some cases the Error
may be caused by a documentation
error, rather than a software
error, in which case Seller will
provide corrected Documentation.
Customer acknowledges
that implementation of Updates
and Workarounds may require
recompilation of files, and/or
making other changes
necessitated thereby.
6. Additional
Services.
All Software maintenance or
support which Customer requests,
and which Seller, in Seller’s
discretion, agrees to provide,
and which is not specifically
provided pursuant to this
Schedule A shall be provided at
Seller’s then-standard charges
therefore.
This shall also include
all services provided by Seller,
at Customer’s request, other
than during Seller’s normal
working hours, local time at
Seller’s support facility.
The foregoing services
shall be invoiced monthly and
shall be payable within 30 days
of invoice.
7. Customer
Responsibilities.
Customer agrees to provide all
reasonable cooperation and full
information to Seller with
respect to furnishing
maintenance and support
hereunder when seeking Seller’s
technical assistance.
Customer shall also
promptly pay all maintenance
fees and other amounts payable
hereunder.
8. LICENSING
INFORMATION/POLICY
CAD Design Services, Inc. provides this program and
licenses its use. You assume
responsibility for the selection
of the program to achieve your
intended results, and for the
installation and use of, and
results obtained from, the
program.
8a. LICENSING INFORMATION - YOU
MAY
Use the program only on the number of work stations
licensed; Copy the program into
any machine-readable form for
backup purposes in support of
your use of the program on the
authorized work stations;
Transfer the program and license
to another party if the other
party agrees to accept the terms
and conditions of this
Agreement. If you transfer the
program, you must at the same
time transfer all copies whether
in printed or machine-readable
form to the same party and
destroy any copies not
transferred. CAD Design
Services, Inc., with certain
restrictions, grants a license
to such other party under this
Agreement and the other party
will accept such license by its
initial use of the program. If
you transfer possession of any
copy of the program, in whole or
in part, to another party, your
license is automatically
terminated.
The program contains confidential information of CAD
Design Services, Inc. and is
protected by the United States
and International copyright law.
You must reproduce the copyright
notice on any copy of the
program. YOU MAY NOT MODIFY,
REVERSE COMPILE, RENT, REVERSE
ENGINEER, LEASE, OR DISTRIBUTE
THE PROGRAM, OR ANY COPY, IN
WHOLE OR IN PART.
8b. LICENSING INFORMATION - TERM
The license is effective when software is installed
on an end-user computer or
server and remains in effect
until terminated. You may
terminate it at any time by
destroying the program together
with all copies. You will also
terminate upon conditions set
forth elsewhere in this
Agreement or if you fail to
comply with any of the terms or
conditions of this Agreement.
You agree upon such termination
to destroy the program together
with all copies.
8c. LICENSING INFORMATION -
ANNUAL MAINTENANCE CONTRACT
An Annual Maintenance Contract (AMC) includes all
software updates, revisions, and
etc. as well as unlimited e-mail
technical support. Further,
requests for enhancements are
welcomed and may be implemented
without additional charge (at
CDS’ discretion). In addition,
AMC includes Live Web Update,
which allows all users with
current AMC to check for and
automatically download and
install updates, enhancements,
etc. during the AMC term. It is
an annual subscription and is
calculated based on the current
retail price of the software
license (subject to change
without notice). The software
will automatically notify the
user 30 days prior to
expiration.
If AMC expires and you choose not to renew the
contract, an annual license will
be issued that is locked to the
last released version of the
software you had at the time of
AMC expiration. If AMC expires,
you will no longer be entitled
to any updates or upgrades and
must pay a penalty for AMC
reinstatement. Live Web Update
will no longer be available, nor
will technical support. A
request to upgrade software
after contract expiration will
not be honored until you
reinstate your AMC contract. In
such cases, a lapsed maintenance
penalty charge applies. It is
the customer’s responsibility to
renew AMC prior to its annual
expiration date.
We highly recommend that an Annual Maintenance
Contract be maintained to insure
receiving the latest software
and full technical support.
8d. LICENSING INFORMATION -
SOFTWARE LICENSING POLICY
CAD Design Software licenses its products through a
software license file or
authorization file. This
authorization file is granted
and renewed on an annual basis.
CAD Design Software does not
issue permanent license files.
When you renew your Annual
Maintenance Contract (AMC), you
will receive a new authorization
code that provides access to the
latest software (Live Web
Update) and which runs for the
term of the Annual Maintenance
Contract. If you choose not to
renew AMC upon expiration, you
will be supplied with an annual
license file that is locked the
current version (Live Web Update
not available). This locked
license file will be renewed
once each year upon request at
no cost to you. Requests for
renewal or license transfer more
frequently than once per year
are subject to a license
processing fee.
(Appended JAN 2015, Dongle Keys are no longer
sold or supported**) If you
prefer a permanent license key,
see Long term validity
license.**A damaged Dongle Key
will NOT be replaced, must
convert to single computer
license (UNIT-based). There will
be no replacement for a Dongle
Key that has been lost, stolen,
etc. A single 1 year license
will be issued annually as a
UNIT-based / single computer use
license.
Long term validity license - Permanent license for the currently hosted
computer(s) accept with the
understanding that if license
requires to be moved in the
future it will only be permitted
once and for a transfer fee of
$500.
A license may be transferred from one machine to
another by submitting a License
Transfer Request form along with
the appropriate license transfer
processing fee. Please contact
your sales representative for
details.
9. DISCLAIMER OF WARRANTY
THE PROGRAM IS PROVIDED “AS IS” WITHOUT WARRANTY OF
ANY KIND, EITHER EXPRESS OR
IMPLIED, WITH RESPECT TO ITS
MERCHANTABILITY OR ITS FITNESS
FOR ANY PARTICULAR PURPOSE. THE
ENTIRE RISK AS TO THE ABILITY
AND PERFORMANCE OF THE PROGRAM
IS WITH YOU. CAD Design
Services, Inc. does not warrant
that the functions contained in
the program will meet your
requirements or that the
operation of the program will be
uninterrupted or error free.
SOME STATES DO NOT ALLOW THE
EXCLUSION OF IMPLIED WARRANTIES,
SO THE ABOVE EXCLUSION MAY NOT
APPLY TO YOU. THIS WARRANTY
GIVES YOU SPECIFIC LEGAL RIGHTS
AND YOU MAY ALSO HAVE OTHER
RIGHTS THAT VARY FROM STATE TO
STATE.
10. LIMITATION OF REMEDIES
IN NO EVENT WILL CAD DESIGN SERVICES BE LIABLE TO YOU
FOR ANY LOST PROFITS, LOST
SAVINGS, OR OTHER INCIDENTAL OR
CONSEQUENTIAL DAMAGES ARISING
OUT OF THE USE OF OR INABILITY
TO USE ANY PROGRAM. THIS APPLIES
EVEN IF CAD DESIGN SERVICES OR
AN AUTHORIZED REPRESENTATIVE HAS
BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES, OR FOR ANY
CLAIM BY ANY OTHER PARTY. SOME
STATES DO NOT ALLOW THE
LIMITATION OR EXCLUSION OF
LIABILITY FOR INCIDENTAL OR
CONSEQUENTIAL DAMAGES, SO THE
ABOVE LIMITATION OR EXCLUSION
MAY NOT APPLY TO YOU.
CAD Design Services, Inc.
liability to you for actual
damages for any cause
whatsoever, and regardless of
the form of the action, will be
limited to the money paid for
the program that caused the
damages or that is the subject
matter of, or is directly
related to, the cause of action.
11. GENERAL
Any attempt to rent, lease, or sublicense the
program, or, except as expressly
provided in this agreement, to
transfer any of the rights,
duties, or obligations under
this Agreement is void and shall
result in the termination of the
license. Each license, whether
node-lock or networked, may only
be used in the country in which
it was granted, and may not be
transferred to another country.
Any use of a license outside the
country in which the license was
granted will automatically
terminate the license.
The Agreement will be construed
under the laws of the state of
California, except for that body
of laws dealing with the
conflict of laws. If any
provision of this Agreement
shall be held by a court of
competent jurisdiction to be
contrary to law, that provision
will be enforced to the maximum
extent permissible, and the
remaining provisions of this
Agreement shall remain in full
force and effect.
All prices for software, AMC,
hardware keys, license transfer
fees, etc. are subject to change
without notice.
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