Dassault software license agreement

The provisions of Sections 1D. Responsibility for Selection and Use of Offering. You are responsible for the supervision, management and control of the use of Offering, and output of the Offering, including, but not limited to: 1 selection of the Offering to achieve your intended results; 2 determining the appropriate uses of the Offering and the output of the Offering in your business; 3 establishing adequate independent procedures for testing the accuracy of the Offering and any output; and 4 establishing adequate backup to prevent the loss of data in the event of an Offering malfunction.

The Offering is a tool that is intended to be used only by trained professionals. It is not to be a substitute for professional judgment or independent testing of physical prototypes for product stress, safety and utility; you are solely responsible for any results obtained from using the Offering. Neither the Offering nor any of its components are intended for use in the design or operation of nuclear facilities, life support systems, aircraft or other activities in which the failure of the Offering or such components, or both, could lead to death, personal injury, or severe physical or environmental damage.

Limited Warranty. DS SolidWorks warrants that the Offerings will be free of defects in materials and will perform substantially in accordance with the Documentation for a period of ninety 90 days from the date of receipt by you.

DS SolidWorks also warrants that any services it provides from time to time will be performed in a workmanlike manner in accordance with reasonable commercial practice.

DS SolidWorks does not warrant that the Offering or service will meet your requirements or that the operation of the Offering will be uninterrupted or error-free or that any Internet tool or service will be completely secure.

DS SolidWorks' entire liability and your sole remedy under this warranty shall be to use reasonable efforts to repair or replace the nonconforming media or Software or re-perform the service. If such effort fails, DS SolidWorks or DS SolidWorks' distributor or reseller shall i refund the price you paid for the Software upon return of the nonconforming Software and a copy of your receipt or the price you paid for the service, as appropriate, or ii provide such other remedy as may be required by law.

Any replacement Software will be warranted for the remainder of the original warranty period or thirty 30 days from the date of receipt by you, whichever is longer.

DS SolidWorks' limited warranty is void if breach of the warranty has resulted from i accident, corruption, misuse or neglect of the Software; ii acts or omissions by someone other than DS SolidWorks; iii combination of the Software with products, material or software not provided by DS SolidWorks or not intended for combination with the Software; or iv failure by you to incorporate and use all updates to the Software available from DS SolidWorks.

Limitations on Warranties. The express warranty set forth in this Section 8 is the only warranty given by DS SolidWorks with respect to the Offering and Documentation furnished hereunder and any service supplied from time to time; to the maximum extent permitted by applicable law, DS SolidWorks and its licensors, including, without limitation, Adobe, make no other warranties, express, implied or arising by custom or trade usage, and specifically disclaim the warranties of merchantability, fitness for a particular purpose and non-infringement.

In no event may you bring any claim, action or proceeding arising out of the warranty set forth in this Section 8 more than one year after the date on which the alleged breach of warranty occurred.

Limitations on Liability. You recognize that the price paid for the license to or right to access and use the Offering may be substantially disproportionate to the value of the products to be designed, stored, managed or distributed in conjunction with the Offering. For the express purpose of limiting the liability of DS SolidWorks and its licensors to an extent that is reasonably proportionate to the commercial value of this transaction, you agree to the following limitations on DS SolidWorks' and its licensors' liability.

Except as required under local law, the liability of DS SolidWorks and its licensors, whether in contract, tort including negligence or otherwise, arising out of or in connection with the Offering or Documentation furnished hereunder and any service supplied from time to time shall not exceed the fee that you paid for such Offering in the twelve 12 -month period immediately preceding the cause of action that gave rise to such liability.

In no event shall DS SolidWorks or its licensors be liable for direct, special, indirect, incidental, punitive or consequential damages including, without limitation, damages resulting from loss of use, loss of data, loss of profits, loss of goodwill or loss of business arising out of or in connection with the use of or inability to use the Offering or Documentation furnished hereunder and any service supplied from time to time, even if DS SolidWorks or its licensors have been advised of the possibility of such damages.

However, certain of the above limitations may not apply in some jurisdictions. To the maximum extent permitted by applicable law, any legal action against DS SolidWorks must be filed with the appropriate judicial jurisdiction within two 2 years after the applicable cause of action has arisen.

Intellectual Property Indemnification. DS SolidWorks will defend you against any claims made by a third party that an Offering delivered under this Agreement infringes a copyright in any country or a patent of the United States, Japan, or a member state of the European Patent Organization, and will pay all costs, damages and expenses including reasonable legal fees finally awarded against you by a court of competent jurisdiction or agreed to in a written settlement agreement signed by DS SolidWorks arising out of such claim, provided i you provide DS with prompt written notice of the claim, and ii Customer gives DS SolidWorks sole control of the defense of the claim and any related settlement discussions and provides reasonable cooperation in the defense and settlement of the claim.

If such a claim is made, or in DS SolidWorks' reasonable opinion an Offering is likely to become the subject of such a claim or likely to be made , DS SolidWorks may at DS SolidWorks' expense, either secure the right for you to continue using the applicable Offering, modify it so that it is not infringing, or replace it with another program which is functionally equivalent.

For perpetual licenses, DS SolidWorks shall either refund or provide you a credit, at your option, in an amount equal to the corresponding one-time fee paid for the licenses, depreciated on a straight-line over three 3 years upon return or destruction of all copies of the affected Offering as certified by one of your officer.

For Online Services or licenses that are not perpetual, DS SolidWorks shall refund all prepaid but unused fees paid hereunder for the affected Online Services or licenses. DS SolidWorks shall have no obligation to defend or indemnify you against any claim related to i any modification of an Offering by anybody other than DS SolidWorks, ii the use of one or more Offerings in combination with other hardware, data or programs not specified by DS SolidWorks, or iii the use of corrective patches or Releases other than the most recent one.

This Section 8. Shutdown Feature. You acknowledge and agree that the Offering contains an automatic shutdown feature the "Shutdown Feature" that, if activated, will render the Offering inoperable. The Shutdown Feature will automatically activate thirty 30 days after the Offering is installed unless an access code that overrides the Shutdown Feature "Validated License" is entered. Export Rules.

Export to you of the Offering and Documentation is subject to all applicable countries' export and re-export laws and regulations, including but not limited to the export control laws of the United States or the United Kingdom.

DS SolidWorks and its licensors shall have no liability towards you if necessary authorizations, licenses or approvals are not obtained. You shall not export or re-export, either directly or indirectly, the Offering when such export or re-export requires an export license or other governmental approval without first obtaining such license or approval.

You hereby warrant to DS SolidWorks that all Offerings ordered hereunder shall not be used in violation of any applicable export laws, including for proliferation of any nuclear, chemical or biological weapons or missile delivery systems, and shall not be diverted to any country, company or individual if prohibited by the applicable export laws of any country. You recognize that your data may be transferred to or stored in any country.

You undertake to abstain from, and shall ensure all users abstain from, processing, storing or uploading on its data-sharing environment any information or data, the export of which is controlled, regulated or subject to any permit or license under any applicable law or regulation.

You shall be deemed to be the exporter of your Data. DS SolidWorks may terminate this Agreement and all licenses and access to the Online Services hereunder upon written notice if you violate these provisions. During the term of this Agreement and for a period of three 3 years thereafter, you shall establish and maintain accurate information records relating to the use of the Offering, including, without limitation, the list and location of users accessing and using the Offering.

When applicable, such information shall include destruction of the Offering and the measures put in place by you to protect access to and use of the Offering. For such purpose, DS SolidWorks may conduct an audit on your premises or on the premises where the Offering is installed for your use during normal business hours, in a manner that minimizes disruption to your business. DS SolidWorks may require you to provide it, or any third party that DS SolidWorks engages to conduct such verification, with machine access, copies of system tools outputs, or other electronic or hard-copy system information as appropriate and allow execution of all appropriate tools generating audit records.

By invoking the rights and procedures described above, DS SolidWorks does not waive its right to enforce this Agreement or to protect its intellectual property by any other means permitted by law. Third-Party Hosting. You are authorized to install and use the Offering remotely on computers operated by a well-established, reputable third-party service provider, and to appoint such service provider to operate the hardware and manage the Offering solely for you and on your behalf; provided , however, i only duly authorized users shall have the right to use the Offering; ii you shall enter into a written agreement with such service provider under which the service provider agrees that its access to the Offering is solely for the purpose of providing the services mentioned above to you and is otherwise subject to all of the restrictions and limitations contained in this Agreement; and iii such service provider is not a competitor of DS SolidWorks or any affiliate or subsidiary of DS SolidWorks.

You acknowledge and agree that the service provider shall be deemed your agent. If you become aware of any actual or suspected unauthorized access, use or disclosure of the Offering, you shall immediately terminate the service provider's access to the Offering. You shall defend and indemnify DS SolidWorks against any claim, expense, judgment, damage or loss including reasonable attorneys' fees that arises out of or in any way relates to any such service provider's access to or use of the Offering.

Compliance with Laws and Indemnity. General Provisions. This Agreement is the complete and exclusive statement of your agreement with DS SolidWorks relating to the Offering and subscription service and supersedes any other agreement, oral or written, or any other communications between you and DS SolidWorks relating to the Offering and subscription service; provided , however, this Agreement shall not supersede the terms of any signed agreement between you and DS SolidWorks relating to the Offering and subscription service.

This Agreement shall be governed by and construed and enforced in accordance with the substantive laws of the Commonwealth of Massachusetts without regard to the United Nations Convention on Contracts for the International Sale of Goods and will be deemed a contract under seal.

The English-language version of this Agreement shall be the authorized text for all purposes, despite translations or interpretations of this Agreement into other languages. No party shall be deemed an agent of another party pursuant to this Agreement. All legal actions against DS SolidWorks must be filed with the appropriate judicial jurisdiction within two 2 years after the cause of action has arisen.

The Licensed Programs are tools intended for use by trained professionals and to educate and train students only, and are not substitutes for professional judgment or independent testing of physical prototypes for product stress, safety and utility.

Licensee and its users are solely responsible for any results obtained from using the Licensed Programs. 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. This Agreement shall be governed, construed, and enforced in accordance with the substantive laws of the Commonwealth of Massachusetts, without regard to its conflicts-of-law principles or to the United Nations Convention on Contracts for the International Sale of Goods, and will be deemed a contract under seal.

The English-language version of this Agreement shall be the authorized text for all purposes, despite translations or interpretations of this Agreement into other languages.

If for any reason a court of competent jurisdiction finds any provision of this Agreement, or a portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible and the remainder of this Agreement shall remain in full force and effect. Licensee acknowledges and agrees that the terms in this Section 7 shall not prevent, restrict or otherwise limit in any manner DS SolidWorks' rights to seek equitable remedies, including injunctive relief, before any competent court in any jurisdiction.

The Licensed Program s and related Documentation, and any other technical data provided hereunder, are commercial in nature and developed solely at private expense. Technical data is provided with limited rights only as provided in DFAR Data Privacy.

Licensee acknowledges and agrees that Licensee is and shall at all times remain the sole data controller of the Personal Data that will be processed as part of Licensee's access to and use of a Licensed Program s , and therefore, shall be responsible for complying with all Applicable Data Protection Legislation including, but not limited to i transfer of Personal Data, ii information of data subjects, and iii access, modification, and deletion rights of data subjects.

DS SolidWorks, as the data processor, will collect, store and process the Personal Data in accordance with this Agreement. Location of Data Processing. Purchase Orders. Licensee's purchasing terms and conditions shall not in any way supersede, modify, vary or otherwise supplement the terms of this Agreement. Force Majeure. Neither Licensee nor DS SolidWorks shall be liable for any default in the performance of its obligations under this Agreement resulting from i a case of force majeure as defined by the law governing this Agreement and the courts in such jurisdiction and ii the following causes: strikes whether previously announced , war declared or not , riots, governmental action, acts of terrorism, acts of God fire, flood, earthquake, etc.

If any part of this Agreement is found to be invalid, illegal or unenforceable in any respect, the remaining provisions shall nevertheless be binding with the same effect as if the invalid, illegal or unenforceable part was originally deleted.

Licensee shall not subcontract, assign, delegate or otherwise transfer including, without limitation, by way of merger or contribution any or all of its rights, duties, benefits or obligations under this Agreement, or sublicense Licensed Program s to any third party without DS SolidWorks' prior written approval. Any approved transfer of licenses to another country may be subject to an adjustment in price, as prices are specific to each country or region.

This Agreement shall be binding upon, and inure to the benefit of DS SolidWorks and its successors and assigns. No waiver, alteration, modification, or cancellation of any of the provisions of this Agreement shall be binding unless made by written amendment signed by both parties. A party's failure at any time or times to require performance of any provision hereof shall in no manner affect its right at a later time to enforce such provision.

During the term of this Agreement and for a period of three 3 years thereafter, Licensee shall establish and maintain accurate information records relating to the use of the Licensed Program, including, without limitation, the list and location of users accessing and using the Licensed Program.

When applicable, such information shall include destruction of the Licensed Program and the measures put in place by Licensee to protect access to and use of the Licensed Program. For such purpose, DS SolidWorks may conduct an audit on Licensee's premises or on those premises where the Licensed Program is installed for Licensee's use during normal business hours, in a manner that minimizes disruption to Licensee's business. DS SolidWorks may require Licensee to provide it, or any third party that DS SolidWorks engages to conduct such verification, with machine access, copies of system tools outputs, or other electronic or hard-copy system information as appropriate and allow execution of all appropriate tools generating audit records.

If the audit reveals unauthorized use of the Licensed Program, Licensee shall promptly pay to DS SolidWorks any amount s owed as a result of such unauthorized use at the Licensed Program's then-current list price.

By invoking the rights and procedures described above, DS SolidWorks does not waive its right to enforce this Agreement or to protect its intellectual property by any other means permitted by law. 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 DS SolidWorks that the Licensed Program s ordered hereunder will not be used in violation of any applicable export laws, including for proliferation of any nuclear, chemical or biological weapons or missile delivery systems, and will not be diverted. In the event Licensee violates any of the foregoing provisions, DS SolidWorks may terminate this Agreement and all licenses hereunder upon written notice to Licensee. You are responsible for obtaining access to the Service.

Please note that such access may involve third-party fees such as Internet service provider charges. In addition, You must provide and are responsible for the equipment necessary to access the Service. We will endeavour to allow uninterrupted access to the Site.

However, access to the Site may be suspended, restricted or terminated at any time and without notice and We shall not be liable if for any reason the Site is unavailable at any time or for any period. In order to fully use the Site and buy Our products, You must register with Us by opening a free of charge account. In consideration of Your registration to the Service, You represent that You are at least 18 years of age, that You have the legal right to accept these Terms of Use, including the right to do so on behalf of Your organization if You use the Service for professional purposes, and are not barred from receiving products and services under the laws of any applicable jurisdiction.

In so doing, You will be prompted to provide certain information and to create an account name and password. You agree to a provide true, accurate, current and complete information about Yourself; and b maintain and promptly update Your profile to keep it true, accurate, current and complete.

You are fully responsible for maintaining the confidentiality of Your password and account for all activities that occur under Your password or account. You understand that any content you may post is of your sole and unique responsibility and that You are solely responsible for your conduct on the Site. This means that only You, and not Us, are responsible for all content that You may upload, post, license, sublicense, display or otherwise make available via the Service or the Site.

DS does not control the content posted via the Site or Service and, as such, may not guarantee the accuracy, integrity or quality of such content or that it does not violate any laws or rights of others. You further acknowledge that You will not:. Do not insert hyperlinks in the content You post linking to Your or third party sites or content which You have not checked to ensure they comply with the abovementioned guidelines or which may violate the Terms of Use.

You acknowledge, consent and agree that i We may remove any content that violate the Terms of Use and that ii DS may access, preserve and disclose your account information, if any, and content if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to:.

By posting any content to DS Community Sites or Blogs, You grant DS a worldwide, royalty-free, sub-licenseable, transferable and non-exclusive license to use, copy, distribute, reproduce, modify, translate, adapt to DS standards and publicly display the content in connection with the promotion of DS products and services , for the duration of the legal protection of the intellectual property rights.

We have no control over any of the third party websites to which the Site has links nor do We contribute in any manner to these third party websites and We assume no responsibility for the contents of any third party websites to which the Site has links.

These links are provided solely as a convenience to You.