nanoCAD End user license agreement
This End User License Agreement for No-Charge Software ("Agreement") is made by and between ZAO Nanosoft, Marshala Timoshenko Street 17 building 1, 121359, Moscow, Russian Federation ("Nanosoft") and you ("Licensee").
IMPORTANT - READ CAREFULLY: The terms and conditions below set forth a legal agreement between Nanosoft and Licensee relating to the data processing program license distributed with, or otherwise subject to, this Agreement (the "Licensed Programs(s)"). Licensee should carefully read these terms and conditions BEFORE installing the Licensed Program(s).
Nanosoft hereby grants to Licensee a no charge, non-transferable and non-exclusive license to use the Licensed Program(s) solely in accordance with this Agreement. Unless otherwise agreed in writing by Nanosoft in a separate agreement:
(i) Licensee acknowledges and agrees that Nanosoft shall have no obligation to provide any services, support or maintenance for the Licensed Program(s) under this Agreement, and
(ii) the Licensed Program(s) may be installed, executed and accessed by Users on hardware belonging to Licensee ("Machines"), and may not be executed or accessed by any other means, including without limitation via a network.
"Users" include Licensee as well as its employees, students, consultants and subcontractors who access the Licensed Program(s) on Machines.
Licensee may copy and distribute the applicable Licensed Program(s) in support of Licensee's authorized use pursuant to this Agreement.
No rights including any right to use, reproduce, display, other than those specifically described in this Agreement are granted to Licensee.
Except to the extent permitted by applicable law, Licensee shall not analyze for purposes competitive to Nanosoft, reverse engineer, decompile, disassemble, or otherwise translate all or part of the Licensed Program(s).
In the event Licensee wishes, within the limits of its authorized use as defined in this Agreement, to use the Licensed Program(s) to develop any software, Licensee must ask Nanosoft for a license to use Licensed Program(s)'s internal interfaces in accordance with the following conditions:
(i) Nanosoft will grant Licensee a license to use the standard interfaces at the contractual conditions of a separate agreement (Developer Agreement) between Licensee and Nanosoft.
(ii) Licensee is not authorized to give access to these interfaces to any person other than Users.
That under no circumstances must use of the software be considered a transfer of title, ownership, copyright or intellectual property rights.
2. TERM & TERMINATION
This Agreement shall come into full force and effect upon Licensee's acceptance of these terms and conditions, which acceptance is indicated by selecting the "Accept" button in the dialog presenting this Agreement, by downloading and/or installing and/or using the Licensed Program(s), and/or by your acceptance of another agreement that references and incorporates this Agreement, whichever occurs first. This Agreement may be terminated at any time by Nanosoft for any breach hereof upon notice to Licensee. Periodic activation may be required by Licensee in order to continue use of the Licensed Program(s). Use of the Licensed Program(s) may be interrupted until necessary activation steps are taken by Licensee. Upon termination hereof, Licensee shall immediately uninstall and delete all copies of the Licensed Program(s) and discontinue use of the Licensed Program(s). The sections entitled "PROTECTION AND NON-DISCLOSURE", "WARRANTY AND DISCLAIMER OF WARRANTY, RISK OF USE, LIMITATION OF LIABILITY AND INDEMNITY" and "GOVERNING LAW AND JURISDICTION" shall survive termination of this Agreement.
3. PROTECTION AND NON-DISCLOSURE
The Licensed Program(s), including any copies made by or for Licensee, in whole or in part, are the sole property of Nanosoft or its licensor(s). All intellectual property rights in the Licensed Program(s) belong exclusively to Nanosoft or its licensor(s). Nanosoft and/or its licensors shall retain all title, copyright and other intellectual property rights in the Licensed Program(s) and all modifications, enhancements or other works derivative of the Licensed Program(s).
Licensee shall preserve and reproduce any copyright, patent and trademark notices which may appear in the Licensed Program(s) on all copies thereof, in whole or part.
Licensee recognizes that the methodologies, techniques, expressions, ideas and concepts contained in or expressed within the Licensed Program(s) are proprietary information and trade secrets of Nanosoft or its licensor(s). Licensee shall treat them as confidential information and never disclose them.
4. LICENSEE'S RESPONSIBILITIES
Licensee is solely responsible for supervising, managing and controlling the use of the Licensed Program(s) in compliance with this Agreement, and shall take all appropriate measures, including with Users, to ensure such compliance, including without limitation compliance with its authorized use, and confidentiality obligations. Export to Licensee of Licensed Program(s) is subject to all applicable countries' export and re-export laws and regulations. Nanosoft shall have no liability whatsoever towards Licensee if such authorizations, licenses or approvals are not obtained. Licensee shall not export or re-export, either directly or indirectly, Licensed Program(s) when such export or re-export requires an export license or other governmental approval without first obtaining such license or approval. Licensee hereby certifies to Licensor that the Licensed Program(s) ordered hereunder will not be used in any nuclear, chemical, biological, weapons or missile delivery systems and will not be diverted to any country, company or individual that is prohibited by the applicable export laws of any country.
5. WARRANTY AND DISCLAIMER OF WARRANTY, RISK OF USE, LIMITATION OF LIABILITY AND INDEMNITY
THE LICENSED PROGRAM(S) ARE MADE AVAILABLE ON AN "AS IS" BASIS, AND WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT OR FITNESS FOR ANY PARTICULAR PURPOSE, AND ALL SUCH WARRANTIES, CONDITIONS, UNDERTAKINGS, AND TERMS ARE HEREBY EXCLUDED TO THE EXTENT PERMITTED BY LAW. IN NO EVENT SHALL Nanosoft OR ITS LICENSOR(S) BE LIABLE FOR DIRECT OR INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, INCLUDING LOSS OF USE, PROFIT, REVENUE, OR GOODWILL, WHETHER BASED IN CONTRACT, NEGLIGENCE, OR OTHERWISE, ARISING OUT OF, RESULTING FROM OR IN ANY WAY RELATING TO LICENSEE'S USE OF THE LICENSED PROGRAM(S), INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF DATA, OR LOSS OF USE DAMAGES ARISING OUT OF THIS AGREEMENT OR THE SUPPLYING OF THE LICENSED PROGRAM(S), EVEN IF Nanosoft OR ITS LICENSOR(S) ARE AWARE OF OR ARE NOTIFIED OF THE POSSIBILITY THEREOF. THIS SECTION SHALL SURVIVE ANY EXPIRATION OR TERMINATION OF THIS AGREEMENT. LICENSEE'S USE OF LICENSED PROGRAM(S) SHALL BE AT LICENSEE'S SOLE RISK. LICENSEE SHALL INDEMNIFY AND HOLD Nanosoft HARMLESS FROM ANY AND ALL LIABILITY OR EXPENSE, INCLUDING REASONABLE ATTORNEYS' FEES, ARISING OUT OF THIS AGREEMENT OR LICENSEE'S USE OF THE LICENSED PROGRAM(S) UNDER THIS AGREEMENT.
6. Internet Connectivity and Privacy
7. GOVERNING LAW AND JURISDICTION
Except as expressly permitted herein, this Agreement may be modified only by written amendment signed by the parties and no other act, document, usage or custom shall be deemed to amend or modify this Agreement, including but not limited to Licensee's terms and conditions. The Agreement shall be governed and construed in accordance with the laws of Russian Federation. The Moscow Court of Arbitration shall have exclusive jurisdiction to hear any dispute arising out of or in connection with the interpretation and/or performance of this Agreement, however, the parties acknowledge and agree that in the event that the subject matter of any such dispute is intellectual property, Nanosoft shall have the right to bring any such dispute before the Moscow City Court. Licensee acknowledges and agrees that the last two sentences above shall not prevent, restrict or otherwise limit in any manner, Nanosoft' rights to seek equitable remedies, including injunctive relief before any competent court in any jurisdiction.
8. U.S. GOVERNMENT RESTRICTED RIGHTS
If Licensee is an agency or unit of the U.S. Government, or obtains the Licensed Program(s) for the benefit of the U.S. Government, the Licensed Program(s) and the related Documentation are "commercial items," specifically "commercial computer software" and "commercial computer software documentation," and, consistent with FAR 12.212 and DFARS 227.7202, as applicable, are licensed to Licensee only with those rights as are granted pursuant to this Agreement. This provision shall survive any termination or expiration of the Agreement.