• "Materials" are defined as the software, documentation, example programs, license key codes and other materials, including any updates thereto, that are provided to Licensee under this Agreement.
• "Redistributables" are the portions of the Materials as described in the file redist.txt included into the Materials.
• "Updates" are defined as releases of the Materials containing enhancements, new features, corrections and other modifications.
• "Application" is defined as Licensee's software product created using the Materials which may include portions of the Materials.

2. LICENSE GRANT

2.1. LICENSE GRANT FOR CAD Exchanger GUI

• Licensor grants to Licensee a non-exclusive, non-transferable worldwide license to use the Materials for the sole purpose of viewing and conversion of computer files stored in the formats as documented in the Materials.

2.2. LICENSE GRANT FOR CAD Exchanger CLI

• Licensor grants to Licensee a non-exclusive, non-transferable worldwide license to use the Materials for the sole purpose of conversion of computer files stored in the formats as documented in the Materials.

2.3. LICENSE GRANT FOR CAD Exchanger SDK

• Licensor grants to Licensee a non-exclusive, non-transferable worldwide license to use and copy the Materials for the sole purposes of designing, developing, and testing Application.
• Licensor grants to Licensee a non-exclusive, non-transferrable license to modify parts of the Materials available in source code or text form.
• Licensor grants to Licensee a non-exclusive, royalty-free right to distribute the object code form of Redistributables for execution of Application. Copies of Redistributables may only be distributed with and for the sole purpose of executing Application permitted under this Agreement that Licensee has created using the Materials. Under no circumstances may any copies of Redistributables be distributed separately.

3. LICENSE RESTRICTIONS

3.1. COMMON RESTRICTIONS

• Licensee may not: (i) remove or alter any copyright, trademark or other proprietary rights notice contained in any portion of the Materials; (ii) reverse engineer, decompile or disassemble the Materials; (iii) attempt to modify or tamper with the normal function of a license manager that regulates usage of the Materials; (iv) distribute, sublicense, rent, lease or otherwise use the Materials except as provided in this Agreement.
• Licensee shall indemnify and hold Licensor, and its suppliers, harmless from and against any claims or liabilities arising from of the use of Materials and/or Application.

3.2. RESTRICTIONS SPECIFIC TO LICENSE TYPE

• Evaluation license: When using the Materials under Evaluation license, the Licensee may use Materials only for internal evaluation purposes and only for the term of the evaluation time period, which may be controlled by the license key code. Licensee may not distribute any portion of the Materials. When Materials are used for developing the Application, the Application may only be used for evaluation purposes and only for the term of the evaluation period. The Licensee may install copies of the Materials on a reasonable number of computers to conduct evaluation.
• Node-locked license: When using the Materials under the Node-locked license, Licensee may install and use the Materials only on a single designated computer by no more than the authorized number of concurrent users. A separate license is required for each additional concurrent user and/or computer in all other cases.
• Site usage license: When using the Materials under the site usage license, Licensee may install and use the Materials only on a an unlimited number of designated computers in the authorized company site (office, branch and so on), grouped into one common network domain. A separate license is required for each additional site all other cases.
• Development license: When using the Materials under the Development license:
  • Licensee may use Materials for designing, developing, testing and distribution with only one Application, which shall be agreed with Licensor. Use of Materials for and with other Application(s) requires additional Agreement(s) with Licensor.
  • Licensee may create new versions of Application only during active subscription for Updates. Upon subscription termination the Licensee shall no longer create new versions of the Application until renewing license or resuming subscription. Upon subscription termination Licensee may distribute, maintain and support versions of the Application that were released (announced) during active subscription.
  • Application must add primary and substantial functionality to the Materials. Application may not compete with the Materials.

4. UPDATES

Licensee using Materials under the non Evaluation license shall be eligible to receive Updates during the period of one year from the date the Materials were initially delivered to Licensee by Licensor. Following that period, Licensor shall no longer make the Updates available to Licensee unless Licensee purchases additional Updates at Licensor's terms and conditions applicable at the time of renewal.

5. SUPPORT, CONSULTING AND OTHER SERVICES

No support, consulting or any other services shall be delivered by Licensor under this agreement. Any service shall be subject to a separate agreement between Licensor and Licensee.

6. NO WARRANTY

THE MATERIALS ARE PROVIDED "AS IS" WITH NO WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTY OF DESIGN, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.

7. LIMITED LIABILITY

If, warranty disclaimer notwithstanding, Licensor is held liable to Licensee, Licensor's entire liability to Licensee shall be resupply of the Materials by Licensor. Licensor shall not, under any circumstances, be liable for any damages, damages for loss of profits or interruption of business or for loss or corruption of data.

8. GENERAL PROVISIONS

• Materials are licensed, not sold. Licensor shall own title, intellectual property and any other rights not expressly granted to Licensee under this Agreement.
• Licensor may include Licensee's company name and logo into a list of customers and in its public communications.

9. THIRD PARTY SOFTWARE

The Materials may include third party software and materials. The license terms with those software and materials apply to Licensee's use of them, and Licensor is not liable for them.