License Agreement

IMPORTANT-READ CAREFULLY: This Microvellum End-User License Agreement (”EULA”) is a legal agreement between you (as an individual and/or as an entity, hereinafter also referred to as “Licensee”)) and Microvellum (hereinafter also referred to as “Licensor”) for the Microvellum software product(s) accompanying this EULA, which include(s) computer software and may include “online” or electronic documentation, associated media, and printed materials (”SOFTWARE PRODUCT”). Entry into this EULA is conditioned upon Licensee’s acceptance of the General Terms and Conditions agreed upon in connection with Licensee’s acceptance of Microvellum’s proposal for the sale of software and/or provision of services (the “Contract”) the terms of which are expressly incorporated herein by this reference and made a part hereof.

By installing, copying, or otherwise using the SOFTWARE PRODUCT or any UPDATES (as defined below), you agree to be bound by the terms of this EULA and hereto. A copy of this EULA is available at http://www.microvellum.com/eula/.  If you do not agree to the terms of this EULA, do not install, copy, or otherwise use the SOFTWARE PRODUCT.

In addition, by installing, copying, or otherwise using any updates or other components of the SOFTWARE PRODUCT that you receive separately as part of the SOFTWARE PRODUCT (”UPDATES”), you agree to be bound by any additional license terms that accompany such UPDATES.  If you do not agree to the additional license terms that accompany such UPDATES, do not install, copy, or otherwise use such UPDATES.

SOFTWARE PRODUCT LICENSE

The SOFTWARE PRODUCT is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The SOFTWARE PRODUCT is licensed, not sold.

1.LICENSE TO USE SOFTWARE PRODUCT.

1.1 General License Grant. Microvellum grants to you, as an individual and/or as a business entity, a personal, nonexclusive, nontransferable license to make and use copies of the SOFTWARE PRODUCT for the sole purpose of assisting with design, estimating, engineering, and production in conjunction with any Microvellum software product.

1.2 License Definitions.

Trial User: Authorized distributors of Microvellum software may provide trial authorization codes to individuals interested in evaluating Microvellum Software to see if it will fit their needs as designers, drafters, and / or manufacturers. Trial Users are such individuals or entities provided with a trial authorization code which allows them a limited license to use the Microvellum Software without any required payment of money or the promise of future payment. The Trial User license is valid for a period of 30 days from the time the software is installed and activated with the authorization code.

Customer: Customers are individuals or entities with a full license to use Microvellum software which was provided once the agreed-upon payment or payment plan was been received and accepted by Microvellum and for which all required payments are current and paid. This includes customers that are purchasing the license through a payment plan or subscription and customers that have arranged financing through another leasing or a lending institution. Customers have up to one activation at any one time.

Permanent License: A Permanent License is a Customer license that includes up to two non-concurrent activations on two separate computer hardware machines.

Named User Subscription: A Named User Subscription is a Customer license type that includes one (1) activation for one (1) computer or virtualized machine for use by an identifiable user for a specified Licensor. Once the term of the subscription has expired, access to the SOFTWARE PRODUCT, including AutoCAD OEM, will automatically be deactivated unless renewed by the Licensee.

1.3 Documentation. This EULA grants you, as an individual and/or as an entity, a personal, nonexclusive license to make and use copies of any documentation, provided that such copies shall be used only for your authorized purposes and are not to be republished or distributed (in any format including but not limited to hard copy or electronic form).

1.4 Storage/Network Use. You may also store or install a copy of the SOFTWARE PRODUCT on a storage device, such as a network server, used only to install or run the SOFTWARE PRODUCT on computers used by a licensed end user in accordance with Section 1.1.  A single license for the SOFTWARE PRODUCT may not be shared or used concurrently by other end users.  You may use the Microvellum software only on a single computer authorized by Licensor or, if the Programs are designated multiuser, also may use the Programs on a single computer accessed by multiple workstations or on multiple machines in a network on Licensee’s premises.  Except as otherwise explicitly permitted by Microvellum, you may not Install or access the SOFTWARE PRODUCT other than on one (1) computer at a time.

1.5 Software Virtualization. You may also install a copy of the SOFTWARE PRODUCT in a virtualized environment, a computer that is running in a virtual machine environment, which is utilizing the combination of virtual machine software and hardware to deliver a single-user experience over the internet. When using the SOFTWARE PRODUCT in a virtualized environment, Licensee is provided activation through a Named User license type, where a unique, single user can be identified and assigned a serial number and password. Access to the SOFTWARE PRODUCT, including AutoCAD OEM, in a virtualization environment, is granted through a Named User Subscription.

2. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS

2.1 Not for Resale. This SOFTWARE PRODUCT is “Not for Resale”; you may not resell, or otherwise transfer, gift or share the SOFTWARE PRODUCT.

2.2 Ownership. Licensor shall retain title to and ownership of, and all other rights with respect to, Microvellum Software Products and all copies thereof, including, without limitation, any related copyrights, trademarks, trade secrets, patents, and other intellectual property rights. Licensee has only the limited licenses granted with respect to the Licensed Software Products expressly set forth in this Agreement, and Licensee has no other rights, implied or otherwise. Licensee acknowledges and agrees that Microvellum Software Products are licensed, not sold, and that rights to Install and Access the Licensed Software Products are acquired only under the license from Microvellum. The structure and organization of Software included in Microvellum Software Products, any source code or similar materials relating to such Software, and any other Licensed Software Products identified as confidential or proprietary are valuable trade secrets of, and confidential and proprietary information of, Microvellum and its suppliers, and (a) may not be distributed, disclosed or otherwise provided to third parties, and (b) may be used only internally and only in conjunction with and for Licensee’s own authorized internal use of the Licensed Software Products.

2.3 Limitations on Reverse Engineering, Decompilation, and Disassembly. You may not reverse engineer, decompile, or disassemble the SOFTWARE PRODUCT.  You may not decompile the Programs from object code to source code or cross-compile or otherwise adopt or modify the Programs.

2.4 Trademarks. This EULA does not grant you any rights in connection with any trademarks or any other intellectual property rights.

2.5 Copyright/Confidential Information.

The Programs are subject to intellectual property protection and may not be copied, except the Programs may be copied for backup and archival purposes and for loading the Programs into the computer as part of executing the Programs. All other copies of the Programs are in violation of this License. The copyright protection claim also includes all forms of this License, all forms and matters of the copyrightable material and information now allowed by statutory or common law or hereinafter granted including, without limitation, material generated from the Programs that are displayed on the screen such as icons, screen displays, etc.

All title and intellectual property rights in and to the SOFTWARE PRODUCT (including but not limited to any images, photographs, animations, video, audio, music, text, and “applets” incorporated into the SOFTWARE PRODUCT), the accompanying printed materials, and any copies of the SOFTWARE PRODUCT are owned by Microvellum. All title and intellectual property rights in and to the content which may be accessed through use of the SOFTWARE PRODUCT is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This EULA grants you no rights to use such content. All rights not expressly granted are reserved by Microvellum.

2.6 Confidential Information.  Licensee acknowledges that the Programs and underlying ideas, algorithms, concepts, procedures, processes, principles, know-how, and methods of operation are confidential and contain trade secrets within the definition in the Restatement of Torts (collectively referred to as “Confidential Information”).  Licensee agrees not to use, disclose, or distribute any Confidential Information, directly or indirectly, without the prior written consent of Licensor, except that Licensee shall be authorized to disclose Confidential Information to Licensee’s employees or agents upon obtaining written confidentiality and nondisclosure agreements satisfactory to Licensor from Licensee’s employees and agents before such disclosure.  Licensee further acknowledges that this obligation shall survive the termination of this License.

2.7 Export Rules. You acknowledge that the SOFTWARE PRODUCT is subject to the U.S. Export Administration Regulations (“EAR”) and other U.S. and local export control laws and regulations and that you shall comply with such laws and regulations, and any other export control laws, at all times.  You agree not to export the SOFTWARE PRODUCT, directly or indirectly, to any countries that are subject to U.S. export restrictions (including, but not limited to, Cuba, Iran, North Korea, Sudan and Syria and any other embargoed country), any end user whom you know or have reason to know will utilize the SOFTWARE PRODUCT in the design, development or production of nuclear, chemical or biological weapons, or any other end user that has been prohibited from participating in the U.S. export transactions by any federal agency of the U.S. government. In addition, you are solely responsible for complying with any local laws in your jurisdiction which may impact your right to import, export or use the SOFTWARE PRODUCT.  You further acknowledge that you are not on the U.S. Department of Commerce’s Denied Persons List or affiliated lists, on the U.S. Department of Treasury’s Specially Designated Nationals List or on any U.S. Government export exclusions list, and that you are not located in, under the control of, or a national or resident of any country that is subject to U.S. export restrictions (including, but not limited to, Cuba, Iran, North Korea, Sudan and Syria and any other embargoed country.

3. DISCLAIMER OF WARRANTIES

Licensor does not warrant that the Programs will meet Licensee’s requirements or that the operation of the Programs will be uninterrupted or error-free in all circumstances.  Licensor is not responsible for problems caused by changes in the operating characteristics of computer hardware or computer operating systems that are made after the release of the Programs nor for problems in the interaction of the Programs with non-Licensor software. Except as may otherwise be expressly set forth in this EULA, Licensor disclaims all warranties and conditions, either express or implied, including, but not limited to, implied warranties or conditions of merchantability, fitness for a particular purpose, title and non-infringement, with regard to the software product, and the provision of or failure to provide support services.  To the maximum extent permitted by applicable law, in no event shall Microvellum or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, without limitation, damages for loss of business profits or savings, business interruption, loss of business information, or any other pecuniary loss) arising out of the use of or inability to use the software product or the failure to provide support services, even if Microvellum has been advised of the possibility of such damages. In any case, Microvellum’s entire liability under any provision of this EULA shall be limited to the greater of the amount actually paid by you for the software product or U.S. $5.00.

4. ALLOCATION OF RISK

This Agreement allocates the risk of product failure between Licensee and Licensor. Licensor’s program pricing reflects this allocation of risk in the limited warranty and the limitation of remedies and liability.  Licensee and Licensor agree that the terms of this Agreement allocate the risks associated with the use of the Programs between Licensee and Licensor.

5. FORCE MAJEURE

Licensor shall not be in default by reason of any failure of its performance under this Agreement if such failure results, directly or indirectly, from, but not limited to, fire, explosion, strike, freight embargo, act of God, or the public enemy, war, civil disturbance, act of any government, de jure or de facto, or any agency or official thereof, labor shortage, transpiration contingencies, unusually severe weather, default of manufacturer or supplier as a subcontractor, quarantine or restriction, epidemic, or catastrophe, or other similar event beyond the control of Licensor.

6. LICENSE ACTIVATION AND SECURITY

Activation Code Required.

Installation, access, and continued use of the software may require an activation code. Registration, and the resultant serial number and password are required before an activation code will be issued by Microvellum. You agree that Microvellum may use data and information provided by you, a software reseller, or any other third party acting on your behalf in connection with your purchase of the software license to register and activate the software. You agree that Microvellum may use certain computer data and information collected, for the purpose of verifying license usage on each computer for which an activation code is being requested. You agree to provide Microvellum, any software reseller, or any other third party acting on your behalf with accurate and current registration and activation information required by Microvellum, and you further agree to maintain and update your registration information through customer data registration processes that may be provided by Microvellum. You consent to Microvellum using the personal information provided to Microvellum at registration, or updated thereafter, to issue activation codes, to manage your relationship with Microvellum (including automating the issuance of activation codes for future purchases), and to validate entitlement and usage of software.

The activation security mechanisms may disable the software if you try to transfer it to another computer using methods outside of the intended functionality of the software, if you substantially alter the hardware on your computer (replacement of a single hardware component, such as a hard-drive, is allowed), if you use the software past an applicable evaluation period or limited term, or if you undertake certain other actions that may offset the security key operational mode.

7. GENERAL PROVISIONS

(a) If any provision of this Contract is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of the Contract will remain in full force and effect, and the provision affected will be construed so as to be enforceable to the maximum extent permissible by law.

(b)  The parties consent to the exclusive jurisdiction of and venue in the state and federal courts for Jackson County, Oregon, United States, in connection with any suit or action relating to this Contract, and agrees that the validity and interpretation of this Contract shall be governed by the laws of the State of Oregon, without giving effect to choice of law provisions, or applicable federal laws of the United States.

(c) The headings used herein are for convenience only, do not constitute a part of this Agreement, and shall not be deemed to limit or affect any of the provisions herein.

(d) Integration. Licensee acknowledges that licensee has read this agreement, which comprises the terms and conditions in this agreement, understands each and every term and condition in it, and agrees to be bound by its terms and conditions.  Licensee agrees that this agreement is the complete and exclusive statement of the agreement between Licensor and Licensee.  Licensee further agrees that no representation or statement of any kind including but not limited to dealer advertising, presentations, oral or written, made by any agent or representative of Licensor, which are not stated herein, shall be binding on Licensee or Licensor.

(e) No Waiver. No failure or delay by any party in exercising any right, power, or privilege under this EULA shall operate as a waiver thereof unless in writing and signed by an authorized representative of such Party, nor shall any such waiver, failure or delay be deemed a continuing waiver by such party in respect of any subsequent breach or default, either of similar or different nature, unless expressly state in writing.

(f) Assignment; Successors and Assigns. Licensee may not assign or transfer this EULA or any rights or obligations under this EULA without the prior written consent of the other party. This Agreement will be binding upon and will inure to the benefit of the parties and their authorized personal representatives, successors and assigns.

(g) Language.  The English language version of this Agreement is legally binding in case of any inconsistencies between the English version and any translations.

(h)  Construction.  Any ambiguities in this Agreement will not be construed against the drafter.