User License Agreement Software End User License Agreement This is a legal agreement between you (either an individual or entity), the end user, (hereinafter referred to as "Licensee") and COMPUTERS AND STRUCTURES, INC. (hereinafter referred to as "CSI"). If Licensee does not agree to the terms of this Agreement, Licensee shall not install the software and shall promptly return any physical items (including written materials or hardware devices) for a full refund. By installing this software Licensee indicates acceptance of this agreement. GRANT OF LICENSE Dedicated Use: CSI grants to Licensee the right to use one (1) copy of the software product for each one (1) license purchased (hereinafter referred to as the “Software”) on a single computer. If a network license was purchased, Licensee may install or store the Software on multiple computers connected by a local internal network to a license server. The Software may then be run on these computers provided enough licenses are acquired and dedicated for each separate workstation that will run the Software concurrently. In either case, the Software may only be installed and run in the country where the Software was first purchased, unless the License was obtained as a Global license, in which latter case the Software may be used in any country without restriction. Transferability: CSI grants to Licensee a nontransferable License to use this Software. Licensee shall not sell, rent, lease, lend, transfer, network, publish, disclose, display or otherwise make available any portions of the Software or copies thereof to others. For the purposes of this section, "use" means loading the Software into RAM, as well as installation on a hard disk or other storage device. Licensee may access the Software from a hard disk, over a local internal network, or any other method Licensee chooses, so long as Licensee otherwise complies with this CSI License Agreement. Multiple or Pooled Connections: Licensee may not use hardware or software to multiplex or pool connections, or otherwise allow multiple users or multiple computers or devices to access or use the Software indirectly through the licensed computer. Use in a Virtualized Environment: If Licensee uses virtualization software, including client hyper-v, to create one or more virtual computers on a single computer hardware system, each virtual computer, and the physical computer, is considered a separate computer for purposes of this agreement. This License allows Licensee to install only one copy of the Software for use on one computer, whether that computer is physical or virtual. If licensee wants to use the Software on more than one computer, Licensee must obtain separate copies of the Software and a separate license for each copy. Content protected by digital rights management technology or other full-volume disk drive encryption may be less secure in a virtualized environment.
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TERM OF LICENSE The term of this License shall begin from the date of invoice and will last as long as the Licensee complies with the terms of this Agreement, except in the cases of fixed-term, lease, or Global Licenses, in which case the term of license is specified on the order confirmation. During the term of this License, CSI will periodically issue a license key (file, software token, internet connection, or other similar method) to enable the Software to execute on the computer or server designated by the Licensee. This License is subject to cancellation by CSI if Licensee fails to comply with the terms and conditions of this Agreement. Within five (5) days of such cancellation, Licensee shall discontinue use of the Software, deactivate the license key per instructions from CSI, and return the Software to CSI or permanently delete the Software from the storage device. COPYRIGHT The Software is owned by CSI and is protected by United States copyright laws and international treaty provisions. Therefore, Licensee must treat the Software like any other copyrighted material (e.g., a book or musical recording) except that Licensee may either make one (1) copy of the Software solely for backup or archival purposes, or transfer the Software to a single hard disk, provided Licensee keeps the original solely for backup or archival purposes. Licensee may not copy the written materials accompanying the Software without prior written authorization from CSI. OTHER RESTRICTIONS This CSI License Agreement is Licensee's proof of license to exercise the rights granted herein and must be retained by Licensee. Licensee agrees to secure and protect the Software and copies thereof in a manner consistent with the maintenance of the proprietary rights of CSI. Licensee agrees to take appropriate action, by instruction or agreement with its employees who are permitted access to the Software, to protect unauthorized proliferation of the Software. Licensee may not reverse engineer, decompile, or disassemble the Software. PROGRAM UPGRADES From time to time, CSI may, at its discretion, offer program upgrades. Licensee may obtain, at no cost, any applicable upgrade that is released within 90 days of the purchase of a new software license. Thereafter, upgrades may be purchased for a fee or will be provided according to the CSI Software Maintenance Agreement Terms and Conditions, if an active Maintenance Agreement is in place. SUPPORT Technical support is available on current software versions and may be requested by one (1) contact designated by the Licensee. Support will be provided according to the CSI Software Maintenance Agreement Terms and Conditions, if an active Maintenance Agreement is in place. Licensing support is available to one (1) contact designated by the Licensee. Customers without Maintenance will receive limited, non-priority Licensing support. Licensee shall obtain support from the local CSI representative from whom the Software was purchased, or in the case of a Global license, from the local CSI representative for the country where the Software is being used. CSI will provide support for non-Global licenses purchased directly from CSI, and to other customers at CSI’s sole discretion.
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GLOBAL LICENSES An active Maintenance Agreement is required for each license purchased as a Global license. For Global licenses obtained prior to July 1, 2015, a separate Maintenance Agreement must be purchased and renewed each year. For licenses obtained on or after July 1, 2015, maintenance is included in the yearly Global license fee. In both cases, program upgrades and technical support will be provided to Global customers at no extra charge. Licensing support is available to one (1) contact person designated by the Licensee. Countries where the Software may be used shall be declared by Licensee to CSI when a Global license is first purchased and annually when the Maintenance Agreement or Global License Contract is renewed. BETA AND EVALUATION VERSIONS Some or all of the Software may be licensed on a beta or evaluation basis, which are not intended for commercial or professional use. Licensee’s rights to use beta or evaluation software are limited to the time period specified by CSI. The beta or evaluation software and length of the time period are set forth during the installation or activation process. After the expiration of any beta or evaluation period, Licensee shall discontinue use of the beta or evaluation software. Program Upgrades and Support are not provided for Beta and Evaluation versions. BETA AND EVALUATION SOFTWARE IS LICENSED “AS-IS”. CONNECTIVITY
The Software may automatically connect to the internet without notice to communicate with CSI servers for various purposes, including (but not limited to) activating or deactivating the license key, verifying the validity of the license key, and checking for Software updates. The software may contain a feature that sends information to CSI to verify compliance with the terms of this agreement. ONLINE FEATURES AND CONTENT Features in the Software can retrieve online content from CSI and provide it to Licensee. Certain features may also permit Licensee to search for and access information online. Examples of these features include online help and the CSI Knowledge Base. USE OF INFORMATION CSI may use the computer information, error reports, and malware reports to improve our Software and services. LIMITED WARRANTY, NO OTHER WARRANTIES CSI warrants that the Software will perform substantially in accordance with the accompanying written materials for a period of ninety (90) days from the date of receipt. Any implied warranties on the Software are limited to ninety (90) days. Some states do not allow limitations on duration of an implied warranty, so the above limitation may not apply to Licensee. CSI disclaims all other warranties, either express or implied, including but not limited to implied warranties of merchantability and fitness for a particular purpose, with respect to the Software, the accompanying written materials, and any accompanying hardware. This
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limited warranty gives Licensee specific legal rights. Licensee may have others, which vary from state to state. CUSTOMER REMEDIES CSI's entire liability and Licensee's exclusive remedy shall be, at CSI's option, either (a) return of the price paid or (b) repair or replacement of the Software that does not meet CSI's Limited Warranty and that is returned to CSI with a copy of Licensee's receipt. This Limited Warranty is void if failure of the Software has resulted from accident, abuse or misapplication. Any replacement Software will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer. NO LIABILITY FOR CONSEQUENTIAL DAMAGES In no event shall CSI or its suppliers be liable for any damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or other pecuniary loss) arising out of the use of or inability to use this CSI product, even if CSI has been advised of the possibility of such damages. Because some states do not allow the exclusion or limitation of liability for consequential damages, the above limitation may not apply to Licensee. RETURNS AND Exchanges Once a Software license has been activated, the Software cannot be returned or exchanged. GENERAL This License shall be interpreted by the laws of the State of California. In the event that any portion of this Agreement is invalidated by court or legislation, the remaining portions of the Agreement shall remain in binding effect. In the event of legal action brought by either party, the prevailing party shall be entitled to reimbursement of actual legal fees and related expenses. The Licensee agrees that this Agreement shall inure to the benefit of CSI, its administrators, successors, heirs and assignees. This Agreement may only be changed by mutual written consent. DISCLAIMER CONSIDERABLE TIME, EFFORT AND EXPENSE HAVE GONE INTO THE DEVELOPMENT OF THE SOFTWARE, AND IT HAS BEEN THOROUGHLY TESTED AND USED. HOWEVER, EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED HEREIN, NO WARRANTY IS MADE ON ITS ACCURACY OR RELIABILITY. IT IS THE RESPONSIBILITY OF THE ENGINEER TO VERIFY THE RESULTS OBTAINED FROM THE SOFTWARE. IN THE EVENT THE SOFTWARE IS FOUND TO BE DEFECTIVE, CSI'S ONLY OBLIGATION IS TO REMEDY THE DEFECT. CSI WILL IN NO EVENT HAVE OBLIGATIONS OR LIABILITIES FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES ASSOCIATED WITH THE USE OF THE SOFTWARE. NO OTHER WARRANTY IS MADE.
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