Software License

QuadriSpace Corporation License and Subscription Service Agreement

The terms and conditions that follow set forth a legal agreement (“Agreement”) between you (either an individual or an entity), the end user, and QuadriSpace Corporation, a Texas corporation with its principal place of business at 705 North Greenville, Suite 800, Allen, TX USA ("QuadriSpace"), relating to the computer software known as QuadriSpace™ and certain other software licensed by QuadriSpace (including the Document3D™, Publisher3D™ and Pages3D™ line of authoring products, the Command3D™ line of server products, the Reader3D™, line of viewing products, the QuadriSpace Exporter Add-ins line of third-party CAD software add-in products and QuadriSpace Evaluation Software in all countries) if applicable (the "Software"). The term "Software" includes and these terms and conditions also apply to (i) any updates or upgrades to the Software that you may receive from time to time under a subscription service or other support arrangement, (ii) any add-in modules to the QuadriSpace software you may order and install from time to time, and (iii) software from third parties such as the Adobe® PDF library may be incorporated into the QuadriSpace software. You may not load or use the Software in any computer or copy it without a license from QuadriSpace. QuadriSpace hereby offers you a non-exclusive license on the terms set out in this Agreement. You should carefully read these terms and conditions BEFORE opening the case that contains the Software or installing and using the Software. Opening the case containing the Software or installing and using the Software will signify your agreement to be bound by these terms and conditions. If you do not agree to these terms and conditions, promptly return the case containing the Software and the accompanying items (including written materials) for a refund. This is a license agreement and not an agreement for sale.

1.A. Grant of License. QuadriSpace grants to you a nonexclusive nontransferable license to use the Software and the printed and/or electronic user documentation (the "Documentation") accompanying the Software in accordance with this Agreement.

If you have paid the license fee for a single user license of the Software, this Agreement permits you to install and use one copy of the Software on any single computer at any time (i.e., if you change computers, you must de-install the Software from the old computer before installing it on the new computer). A license for the Software may not be shared. You will keep accurate and up-to-date records of the numbers and locations of all copies of the Software, will supervise and control the use of the Software in accordance with the terms of this Agreement and will provide copies of such records to QuadriSpace upon reasonable request. If required by QuadriSpace, at the time of registration (see Article 7 below) you must inform us of the maximum number of potential users of the licenses you purchase. We recommend you also inform us of the names of all potential users so that we can notify them of upcoming updates and other pertinent information.

If you have a network license version of the Software (a “QNL”), then at any time you may have as many copies of the Software in use as you have licenses. The Software is "in use" on a computer when it is loaded into the temporary memory (i.e. RAM) or when a user is logged in. If the number of computers on which the Software is installed or the potential number of users of the Software exceeds the number of licenses you have purchased, then you must have a QNL version of the Software installed to assure that the number of concurrent users of the Software does not exceed the number of licenses purchased. License suites consisting of bundles of separate modules or add-on modules (such as QuadriSpace Document3D Suite) cannot float separately from each other (for example, where there is one QuadriSpace Document3D Suite license, Pages3D cannot be floated to one computer while Publisher3D is floated to a different computer).

If you have paid for the QNL version of the Software, the following additional terms apply to your license:

a. The QNL version of the Software must be installed on a network server and includes an embedded software security mechanism that will permit only the number of licenses you have purchased to be in use at one time. Additional licenses can be added to the network license from time to time as additional licenses are purchased.

If you have purchased a server license version of the Software (a “QSL”), this Agreement permits you to install and use one copy of the Software on one or more computers, provided, however, that the total number of CPUs from all of the computers in which the Software is installed does not exceed the total number of CPU licenses purchased for such installation and use (i.e., if you change computers, you must de-install the Software from the old computer before installing it on the new computer).

When working with the Adobe® PDF software, you may embed the font software or outlines of the font software into your electronic documents to the extent that the font vendor copyright owner allows for such embedding. The fonts contained in this package may contain both Adobe and non-Adobe owned fonts. You may fully embed any fonts owned by Adobe.

1.B. Additional License Terms for Reader3D. QuadriSpace grants you a license, to make copies of portions of Reader3D along with document or model files you have created and deliver such files to third parties with whom you collaborate in order to enable them to view documents and interact with models. Reader3D distribution to third parties must satisfy ALL of the following terms:

a. The distribution does not permanently install Reader3D on the recipient’s hard drive, but rather runs a temporary version of Reader3D.

b. The distribution includes one or more documents of models authored by a user of QuadriSpace products.

c. The distribution is not part of a product that is sold.

1.C. Additional License Terms for QuadriSpace Exporter Add-ins. QuadriSpace grants you a non-sublicensable, non-exclusive, non-transferable, limited license to use the Software in accordance with the applicable Documentation and this Agreement.

1.D. Additional License Terms for QuadriSpace Evaluation Software. QuadriSpace grants you a temporary, non-sublicensable, non-exclusive, non-transferable, limited license to use the QuadriSpace Evaluation Software which consists of feature-limited versions of Pages3D Professional and Publisher3D Professional (each one individually and together referred to as the "Evaluation Software") for the sole purpose of evaluating the performance and functionality of the Evaluation Software. You further agree that the Evaluation Software and published results will not be used for standard business activities, released document authoring or revenue generating purposes during the course of the Evaluation Period (as defined below) without QuadriSpace's prior written consent. Unless otherwise agreed to by Quadrispace, you have the right to use the Evaluation Software for a period of thirty (30) days upon the installation of the Evaluation Software (the "Evaluation Period"). Upon the expiration of the Evaluation Period, you will (1) erase the Evaluation Software and all of its components from any computer where the Evaluation Software was installed, copied, downloaded, accessed or otherwise used and (2) return to QuadriSpace any and all materials provided by QuadriSpace in connection with this Agreement.

1.E. Additional License Terms for QuadriSpace Educational Software. QuadriSpace grants you a non-sublicensable, non-exclusive, non-transferable, limited license to use the Software in accordance with the applicable Documentation and this Agreement. Educational Software is provided for educational purposes and is not to be used for commercial purposes.

1.F. Additional License Terms for QuadriSpace Not-for-Resale Software. QuadriSpace grants you a non-sublicensable, non-exclusive, non-transferable, limited license to use the Software in accordance with the applicable Documentation and this Agreement. Not-for-Resale Software is provided for demonstration and evaluation purposes and is not to be used for commercial purposes.

1.G. Security Mechanisms. QuadriSpace reserves the right to embed a software security mechanism within the Software to monitor usage of the Software to verify your compliance with this Agreement. Such a security mechanism may store data relating to the use of the Software and the number of times it has been copied. QuadriSpace 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 QuadriSpace is prohibited.

1.H. Internet Tools and Services. From time to time a license of or basic subscription service for Software may include integration with and access to certain internet tools and services developed by QuadriSpace. A base level of usage may be available at no extra charge for each license with additional usage available at an additional charge. When provided at no additional charge, these tools and services are gratuitous and may be modified and/or withdrawn at any time.

2. Ownership of the Software/Restrictions on Copying. QuadriSpace or its licensors own and will retain all copyright, trademark, trade secret and other proprietary rights in and to the Software and the Documentation. THE SOFTWARE AND THE DOCUMENTATION ARE PROTECTED BY COPYRIGHT LAWS AND OTHER INTELLECTUAL PROPERTY LAWS. Each QuadriSpace licensor is a third party beneficiary of this Agreement. You obtain only such rights as are specifically provided in this Agreement. You may copy the Software into any machine-readable form for back-up purposes and within the license restrictions of Article 1. You may not remove from the Software or Documentation any copyright or other proprietary rights notice or any disclaimer, and you shall reproduce on all copies of the Software made in accordance with this Agreement, all such notices and disclaimers.

3. Other Restrictions on Use. This Agreement is your proof of license to exercise the rights granted herein and must be retained by you. Other than as permitted under the license grant in Article 1.B., you may not use any portion of the Software separately from or independently of the Software and other than for your normal business purposes and you may not provide access to or use of the Software to any third party; consequently, you may not sell, license, sublicense, transfer, assign, lease or rent (including via a timeshare arrangement) the Software or the license granted by this Agreement. You may not install or use the Software over the Internet, including, without limitation, use in connection with a Web hosting or similar service, or make the Software available to third parties via the Internet on your computer system or otherwise. You may not modify or make works derivative of the Software and you may not analyze for purposes competitive to QuadriSpace, reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software, except in accordance with Article 8 below, if applicable, as it contains trade secrets (such as the Software’s structure, organization and code) of QuadriSpace and its licensors.

4. Subscription Service. If you purchase subscription service for the Software you have licensed hereunder by paying the fee therefor, your reseller or QuadriSpace will provide you for such copy: on-line web access to "down-load" the latest updates to the Software; all major upgrades for the Software released during the subscription period; and email technical support services. The term of this service runs for one year from the first day of the first month following the date you ordered subscription service from your reseller (for example, if you order subscription service on June 10, the one year term starts July 1). It shall automatically renew from year to year unless one party notifies the other party in writing of its desire not to renew the term, at least 30 days prior to the end of a term. Software that is delivered as an upgrade or update to a previous version of the licensed Software must replace the previous version – no additional license is granted; you may install only such number of updates as equal the number of subscription service fees for which you have paid.

5. Term and Termination.

5.1 QuadriSpace may terminate this Agreement and the license granted hereunder if you breach any provision of this Agreement for any reason, which breach has not been cured within thirty (30) days of written notice.

5.2 Within thirty (30) days after the date of termination of this Agreement, you shall (i) return the Software and all copies, in whole or in part, all Documentation relating thereto and (ii) purge all copies of the Software from all computer storage media.

6. Warranty Exclusion and Limitation of Liability

6.1 QUADRISPACE MAKES NO WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY REGARDING OR RELATING TO THE SOFTWARE OR THE DOCUMENTATION, OR ANY MATERIALS OR SERVICES FURNISHED OR PROVIDED TO YOU UNDER THIS AGREEMENT. QUADRISPACE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT WITH RESPECT TO THE SOFTWARE, DOCUMENTATION AND SUCH OTHER MATERIALS AND SERVICES.

6.2 IN NO EVENT WILL QUADRISPACE BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, COST OF COVER OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH OR ARISING OUT OF THE FURNISHING, PERFORMANCE OR USE OF THE SOFTWARE OR ANY MATERIALS OR SERVICES PERFORMED HEREUNDER, WHETHER ALLEGED AS A BREACH OF CONTRACT OR TORTIOUS CONDUCT, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, EVEN IF QUADRISPACE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT WITH RESPECT TO ITS INDEMNIFICATION OBLIGATIONS SET FORTH IN ARTICLE 9 BELOW, QUADRISPACE’S MAXIMUM LIABILITY UNDER THIS AGREEMENT FOR DAMAGES WILL NOT, IN ANY EVENT, EXCEED THE FEES ACTUALLY PAID BY YOU TO QUADRISPACE UNDER THIS AGREEMENT.

6.3 QUADRISPACE AND ITS SUPPLIERS DO NOT AND CANNOT WARRANT THE PERFORMANCE RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE

7. Shutdown Feature. You acknowledge and agree that the Software may contain an automatic shutdown feature (the "Shutdown Feature") which if activated will render the Software inoperable. If applicable, the Shutdown Feature will automatically activate thirty (30) days after the Software is installed unless an access code that overrides the Shutdown Feature ("Registration Code") is entered. To obtain your Registration Code you must register with QuadriSpace, either by returning the Registration Card included with the Software or providing QuadriSpace electronically the information requested in the installation process. Upon receipt of the registration information, QuadriSpace will issue you a Registration Code.

8. Export Rules. You agree that the Software will not be shipped, transferred or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations (collectively the "Export Laws"). In addition, if the Software is identified as export controlled items under the Export Laws, you represent and warrant that you are not a citizen, or otherwise located within, an embargoed nation (including without limitation Iran, Syria, Sudan, Libya, Cuba, and North Korea) and that you are not otherwise prohibited under the Export Laws from receiving the Software. All rights to use the Software are granted on condition that such rights are forfeited if you fail to comply with the terms of this Agreement.

9. Indemnification for Infringement

9.1 QuadriSpace shall, at its expense, defend or settle any claim, action or allegation brought against you that the Software when used within the scope of this Agreement, infringes any patent, copyright, trade secret or other proprietary right of any third party and shall pay any final judgments awarded or settlements entered into; provided that you give prompt written notice to QuadriSpace of any such claim, action or allegation of infringement and give QuadriSpace the authority to proceed as contemplated herein. QuadriSpace will have the exclusive right to defend any such claim, action or allegation and make settlements thereof at its own discretion, and you may not settle or compromise such claim, action or allegation, except with the prior written consent of QuadriSpace. You shall give such assistance and information as QuadriSpace may reasonably require to settle or oppose such claims. In the event any such infringement, claim, action or allegation is brought or threatened, QuadriSpace may, at its sole option and expense: (a) procure for you the right to continue use of the Software or infringing part thereof; (b) modify or amend the Software or infringing part thereof, or replace the Software or infringing part thereof with other software having substantially the same or better capabilities; or, if neither of the foregoing is commercially practicable, (c) terminate this Agreement and repay to you the license fee actually paid by you. QuadriSpace and you will then be released from any further obligation to the other under this Agreement, except for the obligations of indemnification provided for above and such other obligations that survive termination.

9.2 The foregoing obligations shall not apply to the extent the infringement arises as a result of (a) modifications to the Software made by any party other than QuadriSpace or a duly authorized representative of QuadriSpace; or (b) use of the Software in connection with non-QuadriSpace hardware or software.

9.3 The foregoing states the entire liability of QuadriSpace with respect to infringement of any patent, copyright, trade secret or other proprietary right.

10. Miscellaneous.

10.1 You may not assign or otherwise transfer this Agreement nor any rights under this Agreement, in whole or in part, whether voluntary or by operation of law, including but not limited to, by way of sale of assets, merger or consolidation, without the prior written consent of QuadriSpace, which shall not be unreasonably withheld or delayed. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the parties and their respective successors and assigns.

10.2 Neither party will incur any liability to the other party on account of any loss or damage resulting from any delay or failure to perform all or any part of this Agreement if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control and without negligence of the parties. Such events, occurrences, or causes will include but not limited to, acts of God, strikes, lockouts, riots, acts of war, earthquake, fire and explosions, but the inability to meet financial obligations is expressly excluded.

10.3 Any waiver of the provisions of this Agreement or of a party's rights or remedies under this Agreement must be in writing to be effective. Failure, neglect, or delay by a party to enforce the provisions of this Agreement or its rights or remedies at any time, will not be construed and will not be deemed to be a waiver of such party's rights under this Agreement and will not in any way affect the validity of the whole or any part of this Agreement or prejudice such party's right to take subsequent action.

10.4 If any term, condition, or provision in this Agreement is found to be invalid, unlawful or unenforceable to any extent, the parties shall endeavor in good faith to agree to such amendments that will preserve, as far as possible, the intentions expressed in this Agreement. If the parties fail to agree on such an amendment, such invalid term, condition or provision will be severed from the remaining terms, conditions and provisions, which will continue to be valid and enforceable to the fullest extent permitted by law.

10.5 This Agreement (including the attachments, and any addenda hereto signed by both parties) contains the entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all previous communications, representations, understandings and agreements, either oral or written, between the parties with respect to said subject matter.

10.6 This Agreement may not be amended, except by a writing signed by both parties.

10.7 You may not export or re-export the Software without the prior written consent of QuadriSpace and without the appropriate United States and foreign government licenses.

10.8 No exercise or enforcement by either party of any right or remedy under this Agreement will preclude the enforcement by such party of any other right or remedy under this Agreement or that such party is entitled by law to enforce.

10.9 This Agreement will be interpreted and construed in accordance with the laws of the State of Texas, without regard to conflict of laws principles.

10.10 Parametric Technology Corporation (PTC) is a third party beneficiary of this Agreement and may directly rely on and enforce its terms.

11. U.S. Government Restricted Rights. The Software and Documentation are “Commercial Items,” as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 and 48 C.F.R. §§227.7202-1 through 227.7202-4, as applicable, the Software and Documentation are being provided to U.S. Government end users (1) only as a Commercial Item, and (2) with only those rights as are granted to all other end users pursuant to the terms and conditions of this Agreement. Manufacturer is Autodesk, Inc., 111 McInnis Parkway, San Rafael, California 94903, USA.

You further agree that this Agreement is the complete and exclusive statement of your agreement with QuadriSpace relating to the Software and subscription service and supersedes any other agreement, oral or written, or any other communications between you and QuadriSpace relating to the Software and subscription service; provided, however, that this Agreement shall not supersede the terms of any signed agreement between you and QuadriSpace relating to the Software and subscription service.

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