Software License Agreement

GENERAL

BEFORE YOU OPEN THE PACKAGE CONTAINING THE MEDIA, OR BEFORE DOWNLOADING THE SOFTWARE, YOU SHOULD CAREFULLY READ THE TERMS AND CONDITIONS OF THIS LICENSE. BY OPENING THE PACKAGE OR BY DOWNLOADING THE SOFTWARE, YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS LICENSE. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE DO NOT OPEN THIS PACKAGE AND PROMPTLY RETURN IT TO YOUR PLACE OF PURCHASE WITHIN THIRTY (30) DAYS FOR A FULL REFUND OR DO NOT DOWNLOAD AND INSTALL THE SOFTWARE.

TopSolid is a product program developed by MISSLER SOFTWARE 7 rue du Bois Sauvage EVRY, France, from the TopSolid program belonging to, MISSLER SOFTWARE.

TopSolid incorporates the following programs and is limited to the version of TopSolid existing as of the date hereof:

  • PARASOLID of Siemens PLM Software, 13736 Riverport Drive, Maryland Heights, MO 63043, USA
  • MachineWorks technology of MachineWorks Ltd., 69 Clarkehouse Road, Sheffield S10 2LH, United Kingdom
  • REDSDK of RedWay3D SAS, 26 Quai Carnot 92 212 ST CLOUD, FRANCE
  • Cadmould Essential of SIMCON kunststofftechnische Software GmbH, Schumanstr. 18 a, 52146 Würselen, Germany
  • PDFNet of PDFTron Systems, Inc. / 3661 West 4th Ave. / Suite #4 / Vancouver, BC, V6R 1P2 / Canada
  • 3D InterOp of Spatial Corp., 310 Interlocken Parkway, Ste. 200 Broomfield, CO 80021-3468, USA
  • JT Open Toolkit of Siemens PLM Software, 5800 Granite Parkway Suite 600, Plano, TX 75024, USA
  • CrossCad/Ware of Datakit, 99 rue de Gerland F-69007 Lyon, FRANCE
  • Teigha of Open Design Alliance, 10645 N. Tatum Blvd. Suite 200-644, Phoenix, AZ 85028, USA
  • SketchUp of Trimble Navigation Limited, 935 Stewart Drive, Sunnyvale, California 94085, USA
  • Forming Technologies Incorporated, 3370 South Service Road, Burlington, ON, Canada, L7N 3M6
  • VoluMill of Celeritive Technologies Inc., 28248 N. Tatum Blvd. B-1, Suite 148, Cave Creek, AZ 85331. This Product includes software developed by the OpenSSL Project for use in the OpenSSL Toolkit (http://openssl.org/). This Product includes cryptographic software written by Eric Young (eay@crypsoft.com).

MISSLER SOFTWARE authorises THE DISTRIBUTOR to sub-LICENSE TopSolid under the following conditions:

A non-exclusive, non-transferable LICENSE to use TopSolid, as described above, (“Software”) is granted to you subject to the following terms and conditions. MISSLER SOFTWARE reserves all rights not expressly granted to you.

SOFTWARE AND DOCUMENTATION

The Software shall be furnished to you on media in machine-readable object code form. MISSLER SOFTWARE’s standard documentation (“Documentation”) containing instructions for operation and use may also be sent with the Software. Password which enables the Software shall also be communicated to you. You are informed that the password may be time limited and subject to payment.

LICENSE TERM AND CHARGES

The term of this License commences upon delivery of the Software to you OR upon the downloading by you of the Software and is perpetual unless terminated upon default or as otherwise set forth herein. This License is personal to you and may not be transferred without the prior consent of THE DISTRIBUTOR. You may physically move the Software from one computer to another provided that the Software is used only on one computer at a time and does not leave the country to which the License was originally granted.  You shall keep THE DISTRIBUTOR informed of any changes in the location of the Software. A password(s) or registration number which enables the Software may be included in this package, and may be time limited, subject to payment.

MISSLER SOFTWARE and/or THE DISTRIBUTOR hereby expressly reserves the right to audit or request to a third party to audit usage of the Software at your premises, after providing prior notice to you, during normal business hours and to take all other necessary steps to review your compliance with the terms of this License so long as such are reasonable.  If unauthorized use is found, you agree to immediately terminate such usage upon receipt of written notification, or to take all such other reasonable actions that MISSLER SOFTWARE and/or THE DISTRIBUTOR may require, including to promptly purchase additional Software such that the total of all purchased Licenses reflects the actual number of Licenses in use.

TITLE

Title, and ownership right, and intellectual property rights in and to the Software and Documentation shall remain in MISSLER SOFTWARE and/or its suppliers. The Software is for your internal use only. The License granted hereunder does not include the right to sub-License and may not be assigned, by operation of law or otherwise, or transferred without the prior written consent of MISSLER SOFTWARE. You may not loan, rent, or lease the Software. You acknowledge that the Software in source code form remains a confidential trade secret of MISSLER SOFTWARE and/or its suppliers and therefore you agree not to attempt to decipher, decompile, reverse engineer, create derivative works of, or develop source code for the Software or knowingly allow others to do so. You also agree not to alter the registration number or create passwords which enable the Software, or to knowingly allow others to do so.

UPDATES

This License does not grant you any right, license, or interest in and to any modifications, enhancements, or updates to the Software and documentation. Updates, if available, may be obtained by you at current standard pricing, terms, and conditions. If the media inside the package or to be downloaded is an update, then the Documentation provided may be limited in scope and a new password(s) or registration number may be required or supplied by MISSLER SOFTWARE and/or THE DISTRIBUTOR.

LIMITED WARRANTY

MISSLER SOFTWARE does not warrant that your use of the Software shall be uninterrupted or that the operation of the Software shall be error free. However, MISSLER SOFTWARE warrants that for a period of thirty (30) days from the date you purchased a License to it, the Software, is free from defects. MISSLER SOFTWARE’s sole and exclusive obligation (and liability for any breach of this warranty) shall be, in MISSLER SOFTWARE’s sole discretion: (i) to replace your defective Software; (ii) to repair or correct the defective Software so that it shall conform to the above warranty; or (iii) to refund the purchase price paid by you for the License to the defective Software. Repaired, corrected, or replaced Software and Documentation shall be covered by this limited warranty for the period remaining under the warranty that covered the original Software. Only if you inform THE DISTRIBUTOR of your problem with the Sofware during the applicable warranty period shall MISSLER SOFTWARE be obliged to honor this warranty. You must contact THE DISTRIBUTOR by phone or by letter of the problem. THIS IS A LIMITED WARRANTY AND IT IS THE ONLY WARRANTY MADE BY MISSLER SOFTWARE. MISSLER SOFTWARE MAKES NO OTHER EXPRESS OR IMPLIED WARRANTY AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NO MISSLER SOFTWARE DEALER, AGENT, OR EMPLOYEE IS AUTHORIZED TO MAKE ANY MODIFICATIONS, EXTENSIONS, OR ADDITIONS TO THIS WARRANTY If any modifications are made to the Software by you during the warranty period; if the Software is subjected to accident, abuse, or improper use; or if you violate the terms of this License, then this warranty shall immediately be terminated. This warranty shall not apply if the Software is used on or in conjunction with hardware or programs other than the unmodified version of hardware and programs with which the Software was designed to be used as described in the Documentation.

USE RESTRICTIONS

The Software and Documentation shall be used exclusively by you. and your qualified employees and consultants. An employee or consultant is qualified only if she/he has executed an agreement or is otherwise bound to abide by the restrictions imposed upon you herein under “Title” and “Restricted Use”. MISSLER SOFTWARE hereby consents to your making two (2) backup or archival copies of the Software. All such copies shall be subject to this License and shall contain all of MISSLER SOFTWARE’s notices regarding copyrights, trademarks, other proprietary rights, and restrictions on users of disabled copies that are contained in the Software MISSLER SOFTWARE originally provided to you. All other reproduction is prohibited. You may not modify or make derivative works or compilations of the Software. Unauthorized copying of this Software, or of the written materials included with this Software, is expressly forbidden. You may be held legally liable for any copyright in violation.

If the Software is provided for demonstration and evaluation purposes, it may be used by you for no longer than thirty (30) days (or such longer period authorized by MISSLER SOFTWARE in writing), in order for you to determine if you purchase or not the Software.

SECURITY MECHANISMS

Missler Software and its affiliated companies take all legal steps to eliminate piracy of their software products. In this context, the Software may include a security mechanism that can detect the installation or use of illegal copies of the Software, and collect and transmit data about those illegal copies. Data collected will not include any customer data created with the Software. By using the Software, you consent to such detection and collection of data, as well as its transmission and use if an illegal copy is detected. Missler Software also reserves the right to use a hardware lock device, license administration software, and/or a license authorization key to control access to the Software.

You may not take any steps to avoid or defeat the purpose of any such measures. Use of any Software without any required lock device or authorization key provided by Missler Software is prohibited.

INTELLECTUAL PROPERTY DEVELOPMENT

 You shall make prompt written disclosure to MISSLER SOFTWARE of all ideas, inventions, information improvements, discoveries, writings, computer software, data, documents, notes, designs, drawings, materials and the like (hereinafter  individually and collectively referred to as “Materials”) made or conceived, or actually or constructively reduced to practice, during the term of this License, and thereafter whether solely or jointly with others, which refer to, or are suggested by, or result from any work which you may do pursuant to this License or from any information obtained by you in discussions and meetings with employees of MISSLER SOFTWARE or its affiliated companies.  You hereby accept to negotiate with MISSLER SOFTWARE the terms and conditions of an assignment of all right title, and interest in said Materials regardless of whether so disclosed, to MISSLER SOFTWARE, and at the expense of MISSLER SOFTWARE agree to assist MISSLER SOFTWARE in every proper way to protect said Materials including, but not limited to, signing patent and copyright applications, oaths or declarations, and assignments in favor of MISSLER SOFTWARE relating to said Materials, anywhere in the world. Once assigned to MISSLER SOFTWARE, any and all Materials, developed or produced by you during the term hereof shall become the sole and exclusive property of MISSLER SOFTWARE and MISSLER SOFTWARE shall have the right to use them for any purpose without any additional compensation to you and all such copyrightable Materials are works made for hire and MISSLER SOFTWARE shall own the copyright in such Materials.  During the negotiation with MISSLER SOFTWARE stated above, you agree not to make the Materials developed pursuant to this License and any information therein available to any third party.  You will be liable to MISSLER SOFTWARE for all damages, including reasonable attorney’s fees in the event the Materials, or information therein, is made available to a third party in any manner by you.

MINIMUM HARDWARE CONFIGURATION

The Software’s upgrades may require that you change your hardware configuration in order to be able to use the upgraded Software.

SUPPORT AND TRAINING

No installation, technical support, maintenance or training is provided by MISSLER SOFTWARE.

LIMITATION OF LIABILITY

Your sole and exclusive remedies for any damage or loss in any way connected with the Software, whether by MISSLER SOFTWARE’s breach of any expressed or implied warranty, negligence, or any breach of any other duty, shall be, at MISSLER SOFTWARE’s option, repair or replacement of the Software or return for credit or refund of the price paid by you for a License to such Software or Documentation.

IN NO EVENT SHALL MISSLER SOFTWARE BE LIABLE FOR ANY LOST REVENUE, PROFIT, OR DATA, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE EVEN IF MISSLER SOFTWARE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF THE ABOVE-STATED WARRANTY FAILS OF ITS ESSENTIAL PURPOSE. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF DIRECT OR INDIRECT DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

YOU ACKNOWLEDGE THAT THE SOFTWARE IS NOT INTENDED FOR USE IN THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION, COMMUNICATION SYSTEMS, OR AIR TRAFFIC CONTROL MACHINES IN WHICH CASE THE FAILURE OF THE SOFTWARE COULD LEAD TO DEATH, PERSONAL INJURY OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.

MISSLER SOFTWARE’s third party program suppliers make no warranty, and have no liability whatsoever, to you.

MISSLER SOFTWARE shall under no circumstances have any liability for any claim for patent, copyright or trade secret infringement, or any other infringement of proprietary rights of MISSLER SOFTWARE’S lack of right, title or interest in the Software caused by your: (a) combined use of the Software with non-MISSLER SOFTWARE programs, products or data if such claim would have been avoided by the exclusive use of the Software; (b) modification of the Software by anyone other than MISSLER SOFTWARE if such claim would have been avoided by the use of the unmodified Software; or (c) use of other than the most current release of the Software by MISSLER SOFTWARE if such claim would have been avoided by the use of such release as long as MISSLER SOFTWARE has made the most current release available to you.

TERMINATION

MISSLER SOFTWARE and/or THE DISTRIBUTOR may terminate this License immediately in the event of breach of the terms of this License which is not cured within fifteen (15) days of notice to you. Upon termination of this License, you shall immediately discontinue the use of the Software and shall within ten (10) days return to MISSLER SOFTWARE all copies of the Software and Documentation. Your obligations to pay accrued charges and fees shall survive any termination of this License.

MISCELLANEOUS

This License represents the complete and exclusive statement of the understanding concerning this License between the parties and supersedes all prior agreements and representations between them. It may be amended only by a writing executed by both parties. THE ACCEPTANCE OF ANY PURCHASE ORDER PLACED BY YOU FOR THE SOFTWARE AND/OR DOCUMENTATION IS EXPRESSLY MADE CONDITIONAL ON YOUR ASSENT TO THE TERMS AND CONDITIONS SET FORTH HEREIN, AND THE DISTRIBUTOR AGREES TO FURNISH THE SOFTWARE AND DOCUMENTATION ONLY UPON THESE TERMS AND CONDITIONS AND NOT THOSE CONTAINED IN YOUR PURCHASE ORDER. If any provision of this License is held to be ineffective, unenforceable, or illegal under certain circumstances for any reason, such decision shall not affect the validity or enforceability (i) of such provision under other circumstances or (ii) of the remaining provisions hereof under all circumstances and such provision shall be reformed to and only to the extent necessary to make it effective, enforceable, and legal under such circumstances. All headings are solely for convenience and shall not be considered in interpreting this License. THIS LICENSE SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF FRANCE. THE APPLICATION OF THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IS EXPRESSLY EXCLUDED. FRENCH COURTS SHALL HAVE THE SOLE JURIDICTION FOR ANY DISPUTE RELATED TO THIS LICENSE.