Activault(tm) —   SOFTWARE AGREEMENT

IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT (THE “AGREEMENT”), DO NOT INSTALL THE SOFTWARE AND RETURN THIS ENTIRE PACKAGE WITHIN 30 DAYS OF YOUR PURCHASE FOR A FULL REFUND. INSTALLING THIS SOFTWARE CONSTITUTES YOUR ACCEPTANCE OF THIS AGREEMENT.

 USE

You (an entity or a person) are granted a non-exclusive nonsublicensable right to use the software product(s) identified above and any other software provided by SolidPartners, Inc., and documentation included in this package (collectively, the “Software”) in the quantity stated above if you meet the following conditions:

For Client Software (“Client(s)”). You must purchase one copy of the Software for each user of SolidWorks. Each assigned user may install one (1) copy of the Software on a home and/or laptop computer. A non-exclusive license of the server software is available for each client user to run on the client or server computer.

Upgrades

If the Software is an upgrade, you are authorized to use the Software only if you are an authorized user of a qualifying product as determined by SolidPartners, Inc.

 RESTRICTIONS

Except as expressly authorized by this Agreement or the Release Notes, you may not copy (except for one (1) copy for archival purposes), alter, merge, modify or adapt the Software in any way. You may not reverse engineer, disassemble, decompile, or otherwise attempt to reconstruct or discover any source code, underlying ideas, algorithms, file formats or programming interfaces of the Software. You may not loan, rent, lease or license the Software or any copy. However, you may transfer the Software on a permanent basis provided you transfer the Software, Agreement and all documentation and media and you do not retain any copies. Any transfer of the Software must include the most recent update and all prior versions.

COPYRIGHT

All ownership and intellectual property rights in the Software and user documentation are retained by SolidPartners or its suppliers and are protected by United States and international copyright laws, other applicable intellectual property laws, and international treaty provisions. SolidPartners retains all rights not expressly granted.

LIMITED WARRANTY

For ninety (90) days from your date of purchase, SolidPartners warrants that (i) the Software will substantially conform to the applicable user documentation and (ii) that the magnetic media on which the Software is distributed and the user documentation (if any) are free from defects in materials and workmanship. SolidPartners will, at its option, refund the amount you paid for the Software or provide you with corrected items at no charge provided that the defective item(s) is returned to SolidPartners within ninety (90) days from the date of purchase. Any misuse or unauthorized modification of the Software will void this limited warranty.

EXCEPT AS SPECIFICALLY PROVIDED HEREIN, THE SOFTWARE IS PROVIDED “AS IS” AND SOLIDPARTNERS MAKES NO WARRANTY, REPRESENTATION, PROMISE OR GUARANTEE, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE SOFTWARE, USER DOCUMENTATION OR RELATED TECHNICAL SUPPORT, INCLUDING THEIR QUALITY, PERFORMANCE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

The warranty and remedies set forth herein are exclusive and in lieu of all others, oral or written, expressed or implied. No SolidPartners reseller, agent or employee is authorized to make modifications or additions to this warranty. This warranty gives you specific legal rights, and you may also have other rights which vary from place to place.

LIMITATION OF LIABILITY

Because software is inherently complex and may not be completely free from errors, it is your responsibility to verify your work and to make backup copies, and SolidPartners will not be responsible for your failure to do so. IN NO EVENT WILL SOLIDPARTNERS BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT OR OUT OF THE USE OF SOLIDPARTNERS PRODUCTS OR SERVICES, INCLUDING, WITHOUT LIMITATION, DAMAGES OR COSTS RELATING TO THE LOSS OF PROFITS, BUSINESS, GOODWILL, DATA OR COMPUTER PROGRAMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO CASE SHALL SOLIDPARTNERS’S LIABILITY FOR MONEY DAMAGES EXCEED THE AMOUNT PAID BY YOU FOR THE SOFTWARE OUT OF WHICH SUCH CLAIM AROSE. The forgoing limitations shall not apply to claims relating to death or personal injury which arise out of products deemed to be consumer goods under applicable law. Some states or localities do not allow the exclusions or limitation of implied warranties or limitation of liability for incidental or consequential damages, so the above exclusion or limitation may not apply to you.

Term And Termination

This Agreement is effective until terminated. SolidPartners may terminate this Agreement if you fail to cure any material breach of this Agreement within thirty (30) days of receiving notice of such breach. Upon termination, you shall immediately cease all use of the Software and return or destroy all copies of the Software and so certify to SolidPartners.

General

This is the entire agreement regarding the Software. This Agreement shall not be assigned by you without SolidPartners’s prior written consent. No waiver or amendments to this Agreement shall be effective unless in writing and signed by the parties. If any provision of this “Agreement” is found to be unenforceable or invalid, the balance of this “Agreement” shall remain enforceable according to its terms. This “Agreement” shall be governed by the laws of the State of California and the United States without regard to conflicts of laws provisions thereof and without regard to United Nations Convention on Contracts for International Sale of Goods. The prevailing party in any action to enforce this “Agreement” shall be entitled to recover costs and expenses, including attorney’s fees. The export of the International Version of Software and other SolidPartners products is governed by and you shall comply with the rules of the U.S. Department of Commerce under the export administration regulations.

All Trademarks acknowledged — www.solidpartners.com