1.A. Grant of License. DS SolidWorks 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, this Agreement permits you to install and use one (1) 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) in the country in which you have your principal place of business or, if one of your branches has purchased the license from your reseller, in which this branch is located, always provided that you have purchased the license from a DS SolidWorks reseller located in the country in which it will be used. This license may not be transferred to another country. If you have a network license version of the Software (an “SNL”), then at any time you may have as many copies of the Software in use in the country in which it is licensed as you have licenses (see Section 1.A.b below). 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 an SNL 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 (such as SolidWorks® Professional) cannot float separately from each other (for example, where there is one SolidWorks Professional license, Toolbox cannot be floated to one computer while PhotoWorks is floated to a different computer). Notwithstanding the above, if you are on Subscription Service, for each one license of the Software you own, you have a license to install and use three (3) copies of the DWGeditor® software that is provided with the SolidWorks software. In addition, each license of SolidWorks® Workgroup PDM Contributor and SolidWorks® Enterprise PDM Contributor includes the right to install and use three (3) copies of the DWGeditor software. At the time of registration (see Article 9 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 the Software is permanently installed on the hard disk or other storage device of a computer (other than a network server) and one person uses that computer more than 80% of the time it is in use, then that person may also use the Software on a portable or home computer while the original copy is not in use. (Due to export compliance issues, however, any person in the Asia-Pacific Region [which, for purposes of this Section 1.A., does not include Japan] is restricted to using the Software on only one [1] computer.) 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 DS SolidWorks upon reasonable request.
If you have paid for the SNL version of the Software, the following additional terms apply to your license:
a. The SNL version of the Software must be installed on a network server with a dongle [dongle requirement may not apply to Simulation, Workgroup PDM Viewer or Enterprise PDM products] 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 such licenses are purchased.
b. The network may include SNLs used in different countries as long as the respective SNLs are licensed for the country in which they are used, i.e., the required number of SNLs to be used in a country has to be acquired from a DS SolidWorks reseller in such country. For example, SNLs managed from and installed on a server in Germany may be used by one person in the United Kingdom and by one person in France as long as one SNL was purchased in the United Kingdom and the other SNL was purchased in France. However, if the server on which a SNL is installed is located in a country different from the country for which the SNL has been licensed, you should inform your DS SolidWorks reseller about this at the time of the order so that the SNLs can be administered properly.
c. In addition, except for licenses for the Enterprise PDM, the network on which the SNL version is installed may only serve licenses to client machines of the same legal entity or group located in the same global territory as the server. (For this purpose, DS SolidWorks considers there to be three global territories: the Western Hemisphere, Europe/Mid-East/Africa, and the rest of Asia/Australia). For example, all licenses used on a server located in the Western Hemisphere must be licensed for countries in the Western Hemisphere. Regardless of server location, you must always continue to comply with U.S. and U.K. export control laws.
When working with the Adobe® PDF software, you may embed copies of the font software into your electronic documents for the purpose of printing, viewing and editing the document. If the font software you are embedding is identified as “licensed for editable embedding” on Adobe’s website at http://www.adobe.com/type/browser/legal/embeddingeula.html, you may also embed copies of that font software for the additional purpose of editing your electronic documents. No other embedding rights are implied or permitted under this license.
1.B. Additional License Terms for eDrawings® Professional. SolidWorks® eDrawings Professional software is a collaboration tool. SolidWorks eDrawings Professional thus enables you, and DS SolidWorks grants you a license, to make copies of a portion of SolidWorks eDrawings Professional along with model files you have created and deliver such files to third parties with whom you collaborate in order to enable them, among other things, to view, mark-up and measure your models.
1.C. Additional License Terms for Workgroup PDM. Each license for SolidWorks Workgroup PDM or Workgroup PDM Contributor (a client license) includes the right to install the Workgroup PDM vault functionality on an unlimited number of servers, as you determine. A separate Workgroup PDM Viewer license is required for each Workgroup PDM vault you wish to enable with the Workgroup PDM Viewer application. NOTE: In contrast, Enterprise PDM licenses do not permit the installation of the Enterprise PDM software on additional servers.
1.D. Additional License Terms for Enterprise PDM. DS SolidWorks licenses the Enterprise PDM software on a Server + Client Access License [CAL] model. You may use the Enterprise PDM software within a network or other multi-station/client environment, provided you have one (1) Enterprise PDM license per user concurrently connected to the Enterprise PDM vault or database server. The terms of the Microsoft® SQL Server™ 2005 Standard Edition, Runtime Restricted-Use Software license are delivered with orders for Enterprise PDM software and are incorporated herein by reference.
1.E. Security Mechanisms. Dassault Systèmes and its affiliated companies take all legal steps to eliminate piracy of their software products. In this context, the Software may include a security mechanism that can detect the installation or use of illegal copies of the Software, and collect and transmit data about those illegal copies. Data collected will not include any customer data created with the Software. By using the Software, you consent to such detection and collection of data, as well as its transmission and use if an illegal copy is detected. DS SolidWorks also 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 DS SolidWorks is prohibited.
1.F. 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 DS SolidWorks. A base level of usage may be available at no extra charge for each license with additional usage available at an additional charge. Please see a description of any Internet tools with the Software or on our website at www.solidworks.com for additional details. Your use of Internet tools and services is also subject to the Terms of Use applicable to such tools and services. These are found at http://www.solidworks.com/sw/termsofuse.html and incorporated herein by reference. 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. DS SolidWorks 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 DS SolidWorks 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.A with respect to DWGeditor and in 1.B., you may not use any portion of the Software separately from or independently of the Software (for example, the SQL software can only be used with the rest of the Enterprise PDM 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 or make compilations or collective works that include the Software, and you may not analyze for purposes competitive to DS SolidWorks, reverse-engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software, except as permitted under applicable law, as it contains trade secrets (such as the Software’s structure, organization and code) of DS SolidWorks and its licensors.
4. Subscription Service. If you purchase subscription service from your reseller for the Software you have licensed hereunder by paying the fee therefor, your reseller will provide you for such copy: 24 hour by 7 day/week 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 telephone support services. From time to time, DS SolidWorks may re-distribute Microsoft software components as part of an update to the Software. You are eligible for such Microsoft components and warrant that you will install them only if you possess a validly licensed copy of the Microsoft products to which they relate. The term of this service runs for one (1) year. It may be renewed from year to year thereafter by paying the appropriate renewal fee. 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. Privacy Policy. To obtain the Software, you may need to provide DS SolidWorks with certain information about yourself, including but not limited to your name and email address. DS SolidWorks may also query your computer during the installation process to determine information including but not limited to whether you have SolidWorks or other Dassault Systèmes products installed and the characteristics of the computer on which you will operate the Software, such as the video controller or operating system. This computer information is not correlated with your personal identification but is reviewed only in the aggregate and is used to comply with third-party licenses and to better understand the user base to improve the Software. As a condition of downloading and using the Software, you also agree to the terms of the DS SolidWorks privacy policy at http://www.solidworks.com/sw/privacypolicy.htm, which may be updated from time to time without notice. Information collected by DS SolidWorks in connection with your registration for the Software may be stored and processed in the United States or any other country in which DS SolidWorks or its agents maintain facilities. Accordingly, by using the Software, you consent to the transfer of such information outside of your country.
6. Term. The license granted herein will continue until it is terminated in accordance with this Article 6. DS SolidWorks may terminate the license granted herein immediately upon written notice to you (i) for justified cause, including without limitation breach of any provision of Articles 1, 2 or 3 of this Agreement, or (ii) if you breach any provision of this Agreement and fail to cure such breach within fifteen (15) days of notice thereof. Upon the termination of the license, you will promptly return to DS SolidWorks or destroy all copies of the Software and Documentation covered by the license as instructed by DS SolidWorks. The provisions of Articles 2, 3, 6, 8, 10, 11 and 12 of this Agreement shall survive any termination of this Agreement.
7. Responsibility for Selection and Use of Software. You are responsible for the supervision, management and control of the use of the Software, and output of the Software, including, but not limited to: (1) selection of the Software to achieve your intended results; (2) determining the appropriate uses of the Software and the output of the Software in your business; (3) establishing adequate independent procedures for testing the accuracy of the Software and any output; and (4) establishing adequate backup to prevent the loss of data in the event of a Software malfunction. The Software 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 Software. Neither ...
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