Geomagic Review Software License Agreement

TERMS AND CONDITIONS

THIS IS A LEGAL AGREEMENT BETWEEN YOU, THE END USER, AND GEOMAGIC, INC. CAREFULLY READ ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT PRIOR TO DOWNLOADING, INSTALLING AND/OR USING GEOMAGIC’S SOFTWARE. BY PRESSING THE "I ACCEPT" BUTTON (AS APPLICABLE) OR INSTALLING OR USING THE SOFTWARE, USER AGREES TO BE BOUND BY THESE TERMS AND CONDITIONS. IF USER DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, PRESS THE “CANCEL� BUTTON (AS APPLICABLE), AND DO NOT DOWNLOAD, INSTALL OR USE THE SOFTWARE.

The enclosed computer program and the accompanying documentation are licensed, not sold, to You for use only under the following terms. Geomagic and its suppliers reserve all rights not expressly granted to You. You own the disk on which the Software is embodied, but Geomagic retains all ownership of all copies of the Software. You assume sole responsibility for the installation, use and results obtained from Your use of the Software. This Agreement is valid and grants You rights only if Your copy of the Software is a genuine, licensed copy of the Software that has not been pirated.

1. DEFINITIONS.

(a) “Documentation” means the written or electronic descriptions of the Software that are distributed with the Software, including but not limited to On-line Help, user manuals, technical notes, and installation guides.

(b) “Geomagic” means Geomagic, Inc., a Delaware corporation, and any and all of Geomagic’s affiliates and subsidiaries.

(c) “Sample” means those part files that are delivered as tutorials and test parts.

(d) “Software” means the enclosed and/or downloadable computer program and Documentation, including (i) Samples, (ii) data, information and content distributed with the Software, and (iii) any upgrades, modifications, or enhancements of the foregoing provided by Geomagic to You.

(e) “On-line Help” means the Documentation that can be accessed through the Help menu or by pressing the F1 key or by opening the pdf version of the on-line help system.

(f) “You” or “User” means the end user downloading and/or using the Software.

2. LICENSE. Subject to the terms and conditions of this Agreement, Geomagic grants to You a non-exclusive, non-transferable, non-sublicenseable license (“License”) to use the copy of the Software embodied on the enclosed media for Your internal business purposes only. Termination of this License for any reason shall not terminate the other terms of this Agreement. This License authorizes you to do the following:

(a) Install the Software on computers within your organization for use and execution solely for the purpose of reviewing files created and saved out of Geomagic Qualify.

(b) Use Samples solely for the purpose of internal training, educational purposes and testing.

(c) Make and retain a reasonable number of copies of the Software in machine-readable form solely for backup or archival purposes for the computer for which the Software is installed; and

(d) Distribute User Interface Documentation, and modifications thereto, solely as part of the documentation for Your Product.

(e) Make and retain a reasonable number of copies of the Software in machine-readable form solely for backup or archival purposes for the computer for which the Software is installed.

(f) Make a reasonable number of copies of the Documentation for use solely by Your employees in support of the rights granted above.

You are NOT authorized under this License to, and You agree NOT to:

(a) Use, copy or transfer copies of the Software or Documentation except as provided in this Agreement;

(b) Disassemble, decompile or otherwise reverse engineer the Software in order to discover the source code or related proprietary information and trade secrets, or have a third party do so, except to the extent expressly permitted by applicable law notwithstanding this limitation;

(c) Rent, lease, sublicense, distribute, transfer, modify or timeshare the Software, Documentation, or the Samples except as provided in this Agreement;

(d) Use Geomagic’s name or any Geomagic trademarks in any manner, without the written consent of Geomagic;

(e) Use the Software to enable and/or insert viruses, Trojan horses, worms, time bombs, cancelbots, or other code intended to damage, detrimentally interfere with, surreptitiously intercept or misappropriate any system or data; or

(f) Interfere with the operability of any Geomagic programs or third-party programs that work with Geomagic programs.

3. INTELLECTUAL PROPERTY. All title, ownership rights, and intellectual property rights in and to the Licensed Product shall remain in Geomagic and/or its suppliers. The Licensed Product is protected by copyright law. All copies of the Licensed Product, including any backup and archival copies, must bear the copyright and any other proprietary rights legend placed on the original by Geomagic.

4. WARRANTY. GEOMAGIC MAKES NO REPRESENTATIONS ABOUT THE SUITABILITY OF THIS SOFTWARE OR ABOUT ANY CONTENT OR INFORMATION MADE ACCESSIBLE BY THE SOFTWARE FOR ANY PURPOSE. THE SOFTWARE IS PROVIDED "AS IS" WITHOUT EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT.

5. LIABILITY. GEOMAGIC AND ITS SUPPLIERS SHALL NOT BE LIABLE FOR ANY DAMAGES UNDER THIS AGREEMENT, WHETHER DIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL OR INDIRECT DAMAGES OF ANY SORT, WHETHER ARISING IN TORT, CONTRACT OR OTHERWISE (INCLUDING ANY LOST PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR PERSONAL INJURY), EVEN IF GEOMAGIC HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING ANY CLAIM BY ANY OTHER PARTY.

THE LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS IN SECTIONS 4 AND 5 SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

6. HIGH RISK ACTIVITIES. The Software is not fault-tolerant and is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct lift support machines, or weapons systems, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Geomagic specifically disclaims any express or implied warranty of fitness for High Risk Activities.

7. TERMINATION. You may terminate this License (but not this License Agreement) at any time by destroying or erasing all copies of the Licensed Product received or made by you and so advising Geomagic. This License shall also terminate automatically in the event that You breach this Agreement. Upon termination of this License for any reason, You agree to destroy or erase all copies of the Licensed Product received or made by you. In the event of termination, this Agreement will survive. This License is personal to You and You agree not to attempt to assign Your License or this Agreement without Geomagic's prior written consent. Any attempted assignment shall be null and void.

8. EXPORT LAWS. You agree to comply with all United States and other applicable laws and regulations that apply to the Software, including all United States export laws and regulations. You agree not to download or otherwise export or re-export the Software or any underlying information or technology except in full compliance with such laws.

9. CONFIDENTIALITY. You agree not to deliver or otherwise make the Software available to anyone other than You or the authorized employees of Your company (if You are a business entity) and only for the normal end-uses of the Software. You agree to use Your best efforts to safeguard the Software and to ensure that no unauthorized person gains access to the Software and that no unauthorized copy, publication or decompilation is made of the Software.

10. AVAILABLE ENHANCEMENTS AND MAINTENANCE. Nothing in this Agreement shall entitle You to receive any enhancements, upgrades, or new versions of or to the Software, as well as any type of technical support. You are not entitled to receive any type of technical support for any type of questions, problems, issues might arise from using the Software. You agree that Geomagic may collect and use information gathered during the download request solely to enable such download and to enhance future versions of the Software.

11. MISCELLANEOUS. This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina, USA, without regard to its choice of law provisions. The United Nations Convention on Contracts for the International Sale of Goods, or any successor thereto, shall not apply to this Agreement. The parties each consent to sole and exclusive jurisdiction and venue in a state or federal court in Wake County, North Carolina for any dispute arising out of or in connection with this Agreement. This Agreement sets forth the entire agreement between You and Geomagic. This Agreement may be amended only in a writing signed by both parties. No vendor, distributor, dealer, retailer, sales person or other person is authorized to modify this Agreement or to make any warranty, representation or promise which is different than, or in addition to, the representations or promises of this Agreement.

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