License agreement.
IMPORTANT-READ CAREFULLY: This Xpediter for SolidWorks(TM) Software ("Xpediter for
SolidWorks(TM)") License
Agreement ("License" or "Agreement") is a legal agreement between You (either an individual or
an entity, who
will
be referred to in this License as "You" or "Your") and Xpediter for SolidWorks(TM) for the use
of desktop
software
applications, and which may include associated media, printed materials, and other components
and software
modules
including but not limited to drivers ("Product"). The Product also includes any software updates
and upgrades
that
Xpediter for SolidWorks(TM) may provide to You or make available to You, or that You obtain
after the date You
obtain Your initial copy of the Product, to the extent that such items are not accompanied by a
separate license
agreement or terms of use. BY INSTALLING, COPYING, DOWNLOADING, ACCESSING OR OTHERWISE USING THE
PRODUCT, YOU
AGREE
TO BE BOUND BY THE TERMS OF THIS XPEDITER FOR SOLIDWORKS(TM) LICENSE AGREEMENT. IF YOU DO NOT
AGREE TO THE TERMS
OF
THIS AGREEMENT YOU HAVE NO RIGHTS TO THE PRODUCT AND SHOULD NOT INSTALL, COPY, DOWNLOAD, ACCESS
OR USE THE
PRODUCT.
The Product is protected by copyright laws as well as other intellectual property laws. The
Product is licensed
and
not sold.
1. GRANT OF LICENSE.
Xpediter for SolidWorks(TM) grants You a non-exclusive, nontransferable license to install and
use the Product
subject to all the terms and conditions set forth here within.
1.1. Single-Use Perpetual License.
You may permit a single authorized end user to install the Product on a single computer or a
virtual machine for
use by that end user only. A virtual machine with a single-user license Product shall not be
copied or shared,
and unless it has obtained written consent from Xpediter for SolidWorks(TM). Remote access to
the paid are not
permitted without the express written consent of Xpediter for SolidWorks(TM). Single-Use
Perpetual License
cannot be used in any multi-user environment, such as terminal server. Instead, user needs to
acquire multi-user
license or site license from Xpediter for SolidWorks(TM).
1.2. Single-Use Term License.
Same usage terms as the Single-Use Perpetual License. The period of use is limited
to a fixed duration, out of which the Product must be uninstalled from the computer unless the
license is
renewed for an additional period of time.
1.3. Subscription License.
The Product is licensed on a monthly or annual subscription basis, You may only apply
the subscription license on the Permitted Number of Compatible Computer(s) as long as you
maintain a currently
paid-up subscription of the Product. Subscription license is related to the customer support,
updates and
upgrades for the already paid single-use perpetual license.
2. ADDITIONAL LIMITATIONS.
You may not reverse engineer, decompile, or disassemble the Product, except and only to the
extent that it is
expressly permitted by applicable law notwithstanding this limitation. You may not rent, lease,
lend or transfer
the
Product, or host the Product for third parties without the express written consent of Xpediter
for
SolidWorks(TM).
The Product is licensed as a single integral product; its component parts may not be separated
for use on more
than
one computer. The Product may include copy protection technology to prevent the unauthorized
copying of the
Product
or may require original media for use of the Product on the computer. It is illegal to make
unauthorized copies
of
the Product or to circumvent any copy protection technology included in the Product. The
software may not be
resold
either by You or a third-party customer without the prior written permission of Xpediter for
SolidWorks(TM). All
rights
not expressly granted to You are retained by Xpediter for SolidWorks(TM).
3. SUPPORT, MAINTENANCE, AND UPGRADE PROTECTION TERMS AND CONDITIONS.
3.1. Term of Maintenance.
Xpediter for SolidWorks(TM) agrees to provide Maintenance (as defined herein) to You pursuant
to the terms and conditions set forth herein provided that You pay the Maintenance Fee or
Subscription Fee for
each
Product for which Maintenance is desired and as further described in Section 5.4 below.
Maintenance will be
provided
for
a period of one year or as long as a subscription is active and paid-up, unless otherwise agreed
to by the
parties
in
writing, from the date of purchase of the Product (the “Initial Support and Maintenance Term”),
and with
renewals,
annually from the expiration date of the prior Support and Maintenance Term. Failure to renew
annual maintenance
may
result in You having to purchase a new license in order to receive future versions of software
and associated
ongoing
support and maintenance. With purchasing single-use perpetual license, You are granted one year
from the date of
purchase of support, maintenance and upgrade protection defined in the following paragraphs.
3.1.1. Maintenance Services.
In exchange for the Maintenance Fee, Xpediter for SolidWorks(TM) agrees to provide to You
during the term of this Agreement support and maintenance (collectively "Maintenance") as
follows:
3.1.1.1. Support:
Xpediter for SolidWorks(TM) will provide email support to You for current versions of the
Product.
Xpediter for SolidWorks(TM) will investigate all of Your questions and problems promptly. You
agree to provide
adequate
information to Xpediter for SolidWorks(TM) to assist in the investigation and to confirm that
any problems have
been
resolved. Xpediter for SolidWorks(TM) does not provide guaranteed response time but will make
good faith effort
to
answer emails within twenty-four (24) hours or less during weekdays, excluding holidays.
3.1.1.2. Maintenance:
Xpediter for SolidWorks(TM) will supply to You, at no additional charge, any improvements or
modifications to the Product that Xpediter for SolidWorks(TM) makes generally available as a
minor release such
as:
2.1,
2.2, 2.3 etc. Any such improvements or modifications shall become part of the Product for all
purposes of this
Agreement.
3.1.1.3. You acknowledge and agree that the Maintenance to be provided by Xpediter for
SolidWorks(TM) hereunder
is
limited to the most current version of the Product.
3.2. Term of Upgrade Protection.
Xpediter for SolidWorks(TM) agrees to provide Upgrade Protection (as defined herein) to
You pursuant to the terms and conditions set forth herein provided that You pay the Upgrade
Protection Fee for
each
Product for which Upgrade Protection is desired and as further described in Section 5.2.1 below.
Upgrade
Protection
will
be provided for a period of one year, unless otherwise agreed to by the parties in writing, from
the date of
purchase of
the Product (the “Initial Upgrade Protection Term”), and with renewals (as described in Section
5.4), annually
from
the
expiration date of the prior Upgrade Protection Term. Failure to renew annual Upgrade Protection
may result in
You
having to purchase a new license in order to receive future versions of software and associated
ongoing Upgrade
Protection.
3.2.1. Upgrade Protection Services.
In exchange for the Upgrade Protection Fee, Xpediter for SolidWorks(TM) agrees to
provide to You during the term of this Agreement Upgrade Protection (collectively "Upgrade
Protection") as
follows:
3.2.1.1. Support: Xpediter for SolidWorks(TM) will provide email support to You for current
versions of the
Product.
Xpediter for SolidWorks(TM) will investigate all of Your questions and problems promptly. You
agree to provide
adequate
information to Xpediter for SolidWorks(TM) to assist in the investigation and to confirm that
any problems have
been
resolved. Xpediter for SolidWorks(TM) does not provide guaranteed response time but will make
good faith effort
to
answer emails and voice mails within twenty-four (24) hours or less during weekdays, excluding
holidays.
3.2.1.2. Maintenance: Xpediter for SolidWorks(TM) will supply to You, at no additional charge,
any improvements,
upgrade, or modifications to the Product that Xpediter for SolidWorks(TM) makes generally
available. Any such
improvements, upgrades, or modifications shall become part of the Product for all purposes of
this Agreement.
3.2.1.3. You acknowledge and agree that the Upgrade Protection Services to be provided by
Xpediter for
SolidWorks(TM)
hereunder is limited to the most current version of the Product and the immediately preceding
version.
3.3. Exclusions.
Xpediter for SolidWorks(TM)’s obligation to provide Support is contingent upon proper use of the
Product and full compliance with this Agreement. Moreover, Xpediter for SolidWorks(TM) shall be
under no
obligation
to
provide Support should such services be required due to (a) failure to operate the Product
within the systems
requirements provided for the Product (b) any modification or attempted modification of the
Product by You or
any
third
party or (c) Your failure or refusal to implement Product changes recommended by Xpediter for
SolidWorks(TM).
3.4. Consideration.
In payment of the Support, Maintenance and Upgrade Protection services to be provided by
Xpediter
for SolidWorks(TM) hereunder, You shall pay Xpediter for SolidWorks(TM), or its authorized
agent, the applicable
fee
for
the Initial Support, Maintenance and Upgrade Protection Term as indicated on the related
invoice, receipt,
purchase
order, or other ordering document ("Support, Maintenance and Upgrade Protection Fee"). At the
end of the Initial
Support, Maintenance and Upgrade Protection Term, or any subsequent Support, Maintenance and
Upgrade Protection
Term,
You may renew participation in Support, Maintenance and Upgrade Protection services for
additional annual
term(s)
provided You (a) are current on all payments due to Xpediter for SolidWorks(TM) and (b) pay
Xpediter for
SolidWorks(TM),
or its authorized agent, the applicable renewal fee, which Xpediter for SolidWorks(TM), or its
authorized agent,
shall
invoice prior to the end of the preceding term, unless terminated by You at least 30 days prior
to the
expiration of
the
then current Support, Maintenance and Upgrade Protection Term. Support, Maintenance and Upgrade
Protection shall
be
discontinued for any and all subsequent Support, Maintenance and Upgrade Protection Terms for
which You fail to
pay
Xpediter for SolidWorks(TM) the invoice within ten (10) days after the prior Support,
Maintenance and Upgrade
Protection
expiration date.
4. PAYMENT TERMS.
You accept the “Xpediter for SolidWorks(TM) Refund Policy”, unless explicitly set forth in this
Agreement, all fees and other amounts due under this Agreement are non-cancelable and
non-refundable. Unless
otherwise
agreed to by the parties, You shall pay all fees or amounts within 30 days of the date of the
invoice
5. TAXES.
The fees and all other amounts due as set forth in this Agreement are net amounts to be received
by Xpediter
for SolidWorks(TM), exclusive of all taxes, duties, and assessments, including without
limitation all sales,
withholding, VAT, excise, ad valorem, and use taxes (collectively, the “Taxes”), and are not
subject to offset
or
reduction because of any Taxes incurred by You or otherwise due as a result of this Agreement.
You shall be
responsible
for and shall pay directly, any and all Taxes relating to the performance of this Agreement,
provided that this
paragraph shall not apply to taxes based solely on Xpediter for SolidWorks(TM)’s income.
6. CONSENT TO USE OF DATA.
6.1. The software (main application and plug-ins) may contact a Xpediter for SolidWorks(TM)
server periodically
to
check
for software updates and vulnerability fixes.
6.2. The software may collect usage information to support the integrity of features and enhance
the quality of
the
software. Such usage information may contain personally identifiable information when it is
reasonably needed
for
providing necessary services to the user, or when the user consents to providing such
information and only to
the
extent
as allowed by the applicable laws. The usage information collected includes:
-
License metrics: for checking the activity of a given license and validity of user
-
Macro Usage metrics: number of times given macros were being used
-
Program Usage metrics: in case of application crash, we collect the stack trace of the last
active method
and forward it to our server for detailed analysis.
6.3. You agree that Xpediter for SolidWorks(TM) and its affiliates may collect and use
information You provide
as a
part
of any such support services related to the Product. Xpediter for SolidWorks(TM) agrees not to
use this
information
in a
form that personally identifies You. Xpediter for SolidWorks(TM) maintains user login
information under which
Xpediter
for SolidWorks(TM) may collect your Xpediter for SolidWorks(TM) product login email only.
7. INTELLECTUAL PROPERTY RIGHTS.
Subject to the license grant hereunder, all right, title and interest in and to the
Product, the accompanying printed materials, and any copies of the Product are owned by Xpediter
for
SolidWorks(TM)
and
its licensors.
8. WARRANTY
8.1. LIMITED WARRANTY ON MEDIA
8.2. NO WARRANTY ON LICENSED SOFTWARE
LICENSORS AND SUPPLIERS, MAKE NO WARRANTY AS TO ITS USE OR PERFORMANCE. XPEDITER FOR
SOLIDWORKS(TM), AND
XPEDITER
FOR
THE LICENSED SOFTWARE IS PROVIDED TO LICENSEE "AS IS”. XPEDITER FOR SOLIDWORKS(TM), AND XPEDITER
FOR
SOLIDWORKS(TM)'S
SOLIDWORKS(TM)'S LICENSORS AND SUPPLIERS, MAKE NO REPRESENTATIONS, WARRANTIES, CONDITIONS, OR
TERMS (EXPRESS OR
IMPLIED,
WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE, COURSE OF DEALING, TRADE PRACTICE OR OTHERWISE)
AS TO THE
LICENSED
SOFTWARE, INCLUDING WITHOUT LIMITATION TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS,
MERCHANTABILITY,
SATISFACTORY
QUALITY OR FITNESS FOR ANY PARTICULAR PURPOSE, EXCEPT FOR, AND ONLY TO THE EXTENT THAT, ANY SUCH
REPRESENTATION,
WARRANTY CONDITION OR TERM MAY NOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW IN LICENSEE'S
JURISDICTION.
8.3. Warranty Disclaimer.
Other than the warranty set forth in Section 8.1 above, and to the maximum extent
permitted by
applicable law, Xpediter for SolidWorks(TM), its authorized resellers and their subsidiaries
provides the
Product
and
any support services related to the Product ("Support Services") AS IS AND WITH ALL FAULTS, and
hereby disclaim
all
other warranties and conditions, either express, implied or statutory, including, but not
limited to, any
implied
warranties, duties or conditions of merchantability, of fitness for a particular purpose, of
accuracy or
completeness of
responses, of results, of workmanlike effort, of lack of viruses, and of lack of negligence, all
with regard to
the
Product, and the provision of or failure to provide support services.
9. LIMIT OF LIABILITY AND EXCLUSION OF INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER DAMAGES. TO
THE MAXIMUM
EXTENT
PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL XPEDITER FOR SOLIDWORKS(TM), ITS AUTHORIZED
RESELLERS OR THEIR
SUBSIDIARIES BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES
WHATSOEVER
(INCLUDING,
BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR
BUSINESS INTERRUPTION,
FOR
PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF
REASONABLE
CARE,
FOR
NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY
RELATED TO THE
USE OF
OR
INABILITY TO USE THE PRODUCT, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, OR
OTHERWISE UNDER OR IN
CONNECTION WITH ANY PROVISION OF THIS LICENSE, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING
NEGLIGENCE),
STRICT
LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF XPEDITER FOR SOLIDWORKS(TM), EVEN IF
XPEDITER FOR
SOLIDWORKS(TM)
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.1. LIMITATION OF LIABILITY AND REMEDIES.
Notwithstanding any damages that You might incur for any reason whatsoever
(including, without limitation, all damages referenced above and all direct or general damages),
the entire
liability of
Xpediter for SolidWorks(TM), its resellers and their subsidiaries under any provision of this
License and Your
exclusive
remedy for all of the foregoing shall be limited to the amount actually paid by You for the
Product. The
foregoing
limitations, exclusions and disclaimers shall apply to the maximum extent permitted by
applicable law, even if
any
remedy fails its essential purpose.
10. AFFECTED RIGHTS FOR EUROPEAN UNION WEBSITE VISITORS VIA GDPR
In connection with the data processing presented here, you have the right to:
-
Request information about your personal data processed by us. In particular, you can request
information on
the
processing purposes, the category of personal data, the categories of recipients to whom
your data has been
disclosed,
the planned retention period, the right to rectification, deletion, limitation of processing
or opposition,
the
existence of the right to complain, the source of their data, if not collected from us, and
the existence of
automated
decision-making including profiling and, where appropriate, meaningful information about
their details;
-
Demand the correction of incorrect or complete personal data stored with us;
-
Demand the deletion of your personal data stored by us, unless the processing for the
exercise of the right
to
freedom
of expression and information, for the fulfillment of a legal obligation, for reasons of
public interest or
for
the
assertion, exercise or defense of Legal claims is required;
-
Demand the restriction of the processing of your personal data. Dispute the accuracy of the
data that the
processing
is unlawful, or whether we continue need the data. You can exercise a defense of your legal
claims where you
have
objected to the data processing in accordance with Art. 21 GDPR;
-
Receive your personal data provided to us in a structured, standard and machine-readable
format or to
request
transmission to another person responsible;
-
Revoke your once given consent to us at any time. As a result, we are not allowed to
continue the data
processing
based on this consent cancellation.
11. WITHDRAWAL AND RIGHTS
You have the right to object to the processing of your personal data provided that there are
reasons for this
arising
from your particular situation or the objection is directed against direct mail. In the latter
case, you have a
general
right of objection, which is implemented by us without specifying any particular situation.
You also have the right to revoke a consent once given to us at any time. As a result, we will
not continue the
data
processing based on this consent for the future. By the revocation of the consent, the legality
the processing
on
the
basis of the consent until the revocation is not affected.
If you would like to exercise your right to revocation or objection, please send an email to
support@cadxpediters.com
12. GENERAL.
This Agreement will be governed by and construed in accordance with the laws of the United
States of
America excluding that body of laws known as conflicts of law. The United Nations Convention on
Contracts for
the
International Sale of Goods will not apply. Any legal action or proceeding arising under this
Agreement will be
brought
exclusively in the courts located in Georgia, U.S. and the parties hereby irrevocably consent to
the personal
jurisdiction and venue therein. You may not assign this Agreement or any right or interest
hereunder, by
operation
of
law or otherwise, without Xpediter for SolidWorks(TM)’s express prior written consent. Any
attempt to assign
this
Agreement, without such consent, will be null and of no effect. Subject to the foregoing, this
Agreement will
bind
and
inure to the benefit of each party's successors and permitted assigns. Except as expressly set
forth in this
Agreement,
the exercise by either party of any of its remedies under this Agreement will be without
prejudice to its other
remedies
under this Agreement or otherwise. If for any reason a court of competent jurisdiction finds any
provision of
this
Agreement invalid or unenforceable, that provision of the Agreement will be enforced to the
maximum extent
permissible
and the other provisions of this Agreement will remain in full force and effect. All notices or
approvals
required
or
permitted under this Agreement will be in writing and delivered by confirmed facsimile
transmission, by
overnight
delivery services, or by certified mail, and in each instance will be deemed given upon receipt.
All notices or
approvals will be sent to the addresses set forth in the applicable ordering document or invoice
or to such
other
address as may be specified by either party to the other in accordance with this section.
Neither party will be
responsible for any failure or delay in its performance under this Agreement (except for any
payment
obligations)
due to
causes beyond its reasonable control, including, but not limited to, labor disputes, strikes,
lockouts,
shortages of
or
inability to obtain labor, energy or supplies, war, terrorism, riot, or acts of God. The failure
by either party
to
enforce any provision of this Agreement will not constitute a waiver of future enforcement of
that or any other
provision. This Agreement, including Xpediter for SolidWorks(TM)’s support and maintenance
services terms
constitutes
the entire and exclusive agreement between the parties concerning its subject matter and
supersedes all prior
written
and oral understandings and agreements between the parties regarding its subject matter. The
terms and
conditions
contained in any customer purchase order or other ordering document that are inconsistent with
or in addition to
the
terms and conditions of this Agreement are hereby rejected by Xpediter for SolidWorks(TM) and
will be deemed
null
and of
no effect.
13. COMPLIANCE WITH LICENSES.
If You are a business, company or organization, You agree that upon request from Xpediter
for SolidWorks(TM) or its authorized representative You will within thirty (30) days fully
document and certify
that
use
of any and all Xpediter for SolidWorks(TM) Products at the time of the request is in conformity
with Your valid
licenses
from Xpediter for SolidWorks(TM).
14. DISCONTINUING OR MODIFYING SERVICES.
You acknowledge that Xpediter for SolidWorks(TM) has the right to discontinue
the manufacture and development of any of the Product and the support for that Product, in its
sole discretion
at
any
time, including the distribution of older Product versions, provided that Xpediter for
SolidWorks(TM) agrees not
to
discontinue the support for that Product during the current annual term of this Agreement,
subject to the
termination
provisions herein. Notwithstanding the foregoing, if Xpediter for SolidWorks(TM) discontinues
the manufacture
and
support for a particular Product, Support for any remaining Products covered by this Agreement
shall not be
adversely
affected. Xpediter for SolidWorks(TM) reserves the right to alter the Support, in its sole
discretion but in no
event
shall such alterations result in: (a) diminished support from the level of support set forth
herein; (b)
materially
diminished obligations for Xpediter for SolidWorks(TM); or (c) Your materially diminished
rights.
15. Further questions.
Should You have any questions concerning this License, or if You desire to contact Xpediter for
SolidWorks(TM)
for
any reason, please write us at support@cadxpediters.com