OCTOPUZ EULA

OCTOPUZ EULA (North America)

OCTOPUZ END USER LICENSE AGREEMENT

PLEASE READ THIS STATEMENT AND THE SOFTWARE LICENSE AGREEMENT (THE “LICENSE”) COMPLETELY BEFORE USING THE OCTOPUZ SOFTWARE. YOU MUST ACCEPT THE TERMS OF THIS LICENSE BEFORE YOU CAN OPERATE THE SOFTWARE PROGRAM.

BY INSTALLING, ACTIVATING OR USING THIS SOFTWARE, YOU (EITHER AS AN INDIVIDUAL OR A SINGLE ENTITY) INDICATE YOUR INTENTION TO BE BOUND BY AND ACCEPT THE TERMS AND CONDITIONS OF THIS LICENSE. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MAY NOT ACCESS OR OTHERWISE USE THIS SOFTWARE AND WILL IN FACT BE PROHIBITED FROM DOING SO. THIS COMPUTER SOFTWARE MAY BE USED ONLY PURSUANT TO THE TERMS AND CONDITIONS SET FORTH BELOW, AND SOLELY IN CONJUNCTION WITH THE ACCOMPANYING SECURITY MECHANISM WHICH MUST BE PRESENT ON YOUR COMPUTER (OR NETWORK AS APPLICABLE) AT ALL TIMES DURING SUCH USE.

PLEASE NOTE: Your company may have additional restrictions and guidelines in place regarding the use of this Software that are in addition to those found within this License. If you have any questions or concerns as to the existence of any such additional restrictions or guidelines, you should consult with your supervisor or your IT Department before using this Software.

READ THIS IF YOU RECEIVED THIS SOFTWARE FROM A THIRD PARTY: If you received this Software from someone other than an authorized OCTOPUZ Inc. representative, you do not have a legal software license (e.g., If you acquired possession of this Software simply by buying a machine or Software from the former owner or from an auction, you do not have a valid license.). You should contact OCTOPUZ Inc. (1-877-456-4519) in order to obtain a new and valid license. Use of this Software without a valid software license is unlawful, a violation of the Canadian Copyright Act and/or international intellectual property laws and treaty provisions, and may expose you to civil and criminal liability including, but not limited to, fines and damages under Canadian Copyright law.

SOFTWARE LICENSE

Subject to your full and ongoing compliance with the terms and conditions of this License, including, without limitation, payment of all applicable license fees, OCTOPUZ Inc. (“OCTOPUZ”), a Canadian corporation with its principal place of business at 170 Columbia Street West, Suite 6, Waterloo, Ontario, N2L 3L3, Canada, hereby grants to you a limited, personal, worldwide, non-assignable, non-sublicenseable, non-transferable, non-exclusive and revocable license to download and install one copy of the Software and its accompanying documentation (and, if applicable, to permit your authorized employees to use them), solely in accordance with the terms and conditions of this License. You may download and install one copy of the Software solely for your internal business purposes and solely in conjunction with the accompanying hardware or software device, method, scheme or other security measure provided by OCTOPUZ  which allows a user to access the Software and prevents unauthorized access to the Software (the “Security Mechanism”). You may not reverse engineer, decompile, modify or disassemble the Software. This is not a sale; you do not obtain any rights to this Software except as expressly set forth in this License. You do not have the right to sell, sub-license, disclose or otherwise provide this Software to any third party, even if you sell or dispose of the machine that contains the Software. The Software, any updates to the Software through purchase or due to enrolment in an authorized software maintenance program (including any that you download through the Internet), and the Documentation in printed or electronic form shall hereinafter collectively be referred to as the “Software” and are all governed by this License.

From time to time, OCTOPUZ may in its sole discretion amend, update or modify the Software and this License and OCTOPUZ will endeavour to provide you with reasonable notice of any such change by either e-mailing you or by posting notice of the change at http://octopuz.com/octopuz-eula/.  If you continue to use the Software more than thirty (30) days after notice of the change has been provided, you shall be deemed to have accepted the change.

RESTRICTIONS

You may not use the Software without a Security Mechanism provided by OCTOPUZ or OCTOPUZ’s suppliers. When OCTOPUZ or OCTOPUZ’s authorized representatives provide you with a single-user Security Mechanism, the Software may only be used (in executable code form only) as one installed copy on a single computer to which the Security Mechanism is physically attached. In the event OCTOPUZ or OCTOPUZ’s authorized representatives provide you with a multiple-user Security Mechanism for use over an internal network (a “Network Security Mechanism”), the Software may be used: (a) in executable code form only; (b) only on end-user computers that are connected to the internal network to which the Network Security Mechanism is attached; and (c) only by the number of users and accessed by the number of end-user computers for which licenses were purchased and as further allowed by the Network Security Mechanism. You may physically transfer the Software from one computer equipped with a single-user Security Mechanism to another only if the Security Mechanism is included in the transfer and is installed with the new computer.  You are not permitted to install or access (either directly or through commands, data, or instructions) the Software: (a) for enabling web hosted services; (b) for operations not initiated by an individual user; or (c) by any individual or entity to use, download, copy, or otherwise benefit from the functionality of the Software unless licensed to do so by OCTOPUZ.

You shall not: (a) copy (except as provided below), adapt, modify, translate the Software; (b) publish, display, disclose or create a derivative work from the Software or any part thereof; (c) decompile or translate, disassemble, create or attempt to create, by reverse engineering or otherwise, the source code form of the Software from the executable code of the Software; (d) remove any proprietary notices, labels or marks from the Software; (e) sell, rent, lease, distribute, transmit by telecommunication or otherwise transfer or provide all or any part of the Software to any person or entity without the prior written consent of OCTOPUZ; (f) use the Software to provide outsourcing, hosting, service bureau, time sharing or other services to any third party; or (g) sublicense, assign, delegate or otherwise transfer your rights in the Software, under the License or any of the related rights or obligations for any reason without the prior written consent of OCTOPUZ. You shall not circumvent, bypass, modify, reverse engineer, disassemble, disable, alter, enhance or replicate the function of the Security Mechanism in any manner whatsoever. Any attempt to do so shall result in automatic termination of this License without prejudice to all other legal rights and remedies of OCTOPUZ.

COPYING RESTRICTIONS

You may not copy the Software or printed materials accompanying the Software for any purpose. You may make one (1) copy of the Software for backup or archival purposes, provided your backup and archival copy is not installed or used on any computer,  and further provided that you reproduce all proprietary notices of OCTOPUZ on any such copy.

NON-TRANSFERABLE

You may not transfer or assign the Software or this License or any rights or obligations hereunder, in whole or in part. Any attempt to do so will automatically terminate this License without the need for notice. This termination is without prejudice to all other legal rights and remedies of OCTOPUZ.

INTELLECTUAL PROPERTY RIGHTS

You agree that the Software and all related content are the proprietary and confidential information of OCTOPUZ and its licensors.  Canadian intellectual property laws and international intellectual property laws and treaty provisions and confidentiality laws protect the Software. Therefore, you may not distribute or disclose the Software without OCTOPUZ’s permission.

The Software is and includes intellectual property of In-House Solutions Inc., OCTOPUZ Inc. and/or In-House Solution Inc.’s licensors or affiliates (collectively, for this part, “In-House”). All associated intellectual property rights, including, without limitation, worldwide patent, trademark, copyright and trade secret rights, are reserved by In-House. In-House retains all right, title and interest in and copyrights to the Software, regardless of the form or media in or on which the original or other copies may subsequently exist. This License shall not constitute a sale of the Software and no title or proprietary rights to the Software are transferred to you hereby. You acknowledge that the Software is a unique, confidential and valuable asset of In-House, and In-House shall have the right to seek all equitable and legal redress which may be available to it for the breach or threatened breach of this License including, without limitation, injunctive relief. Unauthorized copying of the Software or failure to comply with the above restrictions shall result in automatic termination of this License without prejudice to all other legal rights and remedies of In-House. You understand and agree that In-House has the right to stop selling, distributing, servicing or updating the Software (or any part of it), and services or offerings at any time.

USAGE AUDITING, PIRACY AND OUR PRIVACY POLICY

OCTOPUZ’s audit and collection of any of your data and your use of the Software is subject to OCTOPUZ’s privacy policy (http://octopuz.com/privacy-policy/). We may audit your software usage for anti-piracy purposes, to verify a valid registration and identify if new updates are available and to assess your use of the Software. You consent to the Software sending usage data (e.g., the number of instances the Software is launched, the device IP address and/or the version of the Software), for registration, authentication, use and anti-piracy auditing and enforcement purposes. OCTOPUZ may also use the usage data for our own internal statistical and analytical purposes, to evaluate and enhance users’ experience of the Software by identifying customer preferences and purchasing trends that we may use for marketing purposes and in respect of operations and development.

CONFIDENTIALITY

You acknowledge that the Software contains proprietary trade secrets of OCTOPUZ and you hereby agree to maintain the confidentiality of the Software using at least as great a degree of care as you use to maintain the confidentiality of your own most confidential information. You agree to promptly communicate the terms and conditions of this License to those persons employed by you who come into contact with the Software, and to use your best efforts to ensure their compliance with such terms and conditions, including, without limitation, absolutely preventing such persons to use any portion of the Software for the purpose of deriving the source code of the Software or defeating the Security Mechanism.

ENFORCEMENT OBLIGATIONS

In the event you become aware that any person or entity in your employ or under your control is using the Software in a manner not authorized by this License, you shall immediately take all steps necessary to stop such unauthorized use of the Software. You shall promptly notify OCTOPUZ in writing of any unauthorized use of the Software of which you become aware.

LIMITED WARRANTIES

OCTOPUZ WARRANTS THAT THE MEDIA ON WHICH THE SOFTWARE IS DISTRIBUTED WILL BE FREE OF DEFECTS IN MATERIAL OR WORKMANSHIP FOR A PERIOD OF THIRTY (30) DAYS AFTER PURCHASE. THE FOREGOING LIMITED WARRANTY EXCLUDES DEFECTS ARISING OUT OF ACCIDENT, NEGLECT, MISUSE, FAILURE OF ELECTRIC POWER AND CAUSES OTHER THAN ORDINARY AND AUTHORIZED USE. EXCEPT FOR THE FOREGOING LIMITED WARRANTY, THE SOFTWARE IS PROVIDED “AS-IS, WITH ALL FAULTS.” THIS LIMITED WARRANTY IS THE ONLY WARRANTY PROVIDED BY OCTOPUZ REGARDING THE SOFTWARE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, OCTOPUZ DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, NON-INFRINGEMENT, SECURITY, UNINTERRUPTED OR ERROR FREE OPERATION, FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES ARISING BY STATUTE OR OTHERWISE FROM A COURSE OF DEALING OR USAGE OF TRADE. OCTOPUZ IS NOT OBLIGATED TO PROVIDE ANY UPDATES, UPGRADES, BUG FIXES OR MODIFICATIONS TO THE SOFTWARE.

SOLE AND EXCLUSIVE REMEDY FOR BREACH OF WARRANTY: YOUR SOLE AND EXCLUSIVE REMEDY AND OCTOPUZ’S SOLE OBLIGATION HEREUNDER SHALL BE, AT OCTOPUZ’S SOLE OPTION, (i) REPLACEMENT OF THE DEFECTIVE MEDIA, OR (ii) REFUND OF THE PURCHASE PRICE OF THE SOFTWARE. OCTOPUZ SHALL HAVE NO OTHER OBLIGATION OR LIABILITY TO YOU ARISING FROM OR RELATED TO THIS LICENSE OR YOUR USE OF THE SOFTWARE. ANY USE BY YOU OF THE SOFTWARE IS AT YOUR OWN RISK.

NOTE ON DOCUMENTATION: While OCTOPUZ makes every effort to ensure that its Documentation for the Software is accurate and up-to-date, it cannot guarantee the Documentation at all times represents the latest operation and functionality of the Software. The content of all documentation, in electronic or printed form, for the Software is provided for informational purposes only. The content of the Documentation may be changed without notice to you. OCTOPUZ expressly disclaims any warranty or representation that the Documentation is an accurate and/or current reflection of the Software’s operation and performance.

DISCLAIMER OF CONSEQUENTIAL DAMAGES AND LIMITATION OF LIABILITY

IN NO EVENT WHATSOEVER WILL OCTOPUZ, OR ITS EMPLOYEES, SHAREHOLDERS, DIRECTORS, AFFILIATES, DISTRIBUTORS OR AUTHORIZED REPRESENTATIVES BE LIABLE TO YOU FOR INTERRUPTIONS, DELAYS, SECURITY BREACHES,  ERRORS OR OMISSIONS OR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS LICENSE OR THE USE OF THE SOFTWARE OR THIRD PARTY COMPONENTS, EVEN IF OCTOPUZ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, CONSEQUENTIAL DAMAGES SHALL INCLUDE, WITHOUT LIMITATION, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS OR REVENUE, FAILURE TO REALIZE EXPECTED SAVINGS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF INFORMATION OR DATA, AND LOSS OF OR DAMAGE TO ANY PRODUCTS THAT THE SOFTWARE IS USED IN CONJUNCTION WITH. THIS DISCLAIMER SHALL REMAIN IN FULL FORCE AND EFFECT, EVEN IN THE EVENT THAT YOUR SOLE AND EXCLUSIVE REMEDY SHALL FAIL OF ITS ESSENTIAL PURPOSE.

OCTOPUZ’S ENTIRE MAXIMUM CUMULATIVE LIABILITY WITH RESPECT TO ITS OBLIGATIONS AND ANY CLAIMS ARISING UNDER THIS LICENSE OR OTHERWISE IN RELATION TO THE SOFTWARE OR DOCUMENTATION, SHALL NOT EXCEED THE AMOUNT OF THE LICENSE FEE PAID BY YOU FOR THE SOFTWARE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.

The disclaimers and limitations on liability set forth above shall apply regardless of the nature of your claims, be they based in contract, warranty, tort (including without limitation negligence), strict liability or otherwise.  No action, regardless of form, arising out of this License may be brought by Licensee more than twelve (12) months after the facts giving rise to the cause of action have occurred, regardless of whether those facts by that time are known to, or reasonably ought to have been discovered by, Licensee.  To the extent permitted by law, you agree to waive any right you may have to: (i) a trial by jury; and (ii) commence or participate in any class action against OCTOPUZ related to the Software or this License and, where applicable, you also agree to opt out of any class proceedings against OCTOPUZ or its licensors.

INDEMNIFICATION

If this Software was obtained through or in accordance with an OCTOPUZ educational or training pricing plan, option, grant, schedule or program, it may not be used by anyone, including you, to conduct any computer aided design, computer aided drafting, computer aided machining, or training activities that, directly or indirectly, generate or otherwise result in monetary revenues for the benefit of any individual or any entity, other than the school that originally received this Software.

EDUCATIONAL AND TRAINING PRICING

If this Software was obtained through or in accordance with an OCTOPUZ educational or training pricing plan, option, grant, schedule or program, it may not be used by anyone, including you, to conduct any computer aided design, computer aided drafting, computer aided machining, or training activities that, directly or indirectly, generate or otherwise result in monetary revenues for the benefit of any individual or any entity, other than the school that originally received this Software.

EVALUATION SOFTWARE

If the Software is identified as a training, demonstration, evaluation, trial, “not for sale” (“NFS”) or “not for resale” (“NFR”) version (“Evaluation Version”) in the applicable user documentation you may install and access one (1) copy of the Software only for the purpose of training, evaluation and/or demonstration. Unless you are authorized by OCTOPUZ, you may not use the Software for competitive analysis, or commercial, professional, or other for-profit purposes. You understand that at the end of the training or evaluation period, you must either stop using the Software or pay for the Software to continue using it. If you fail to pay for it, then your license terminates. Upon expiration of the evaluation period, you will immediately discontinue use of the Evaluation Version and delete and destroy all electronic copies of the Evaluation Version including, but not limited to, all user documentation that may have been provided as part of the training or evaluation from your computer and any other computer devices on which you have installed the Evaluation Version. Any attempt to circumvent any expiration date technology is in violation of this License Agreement and will automatically and immediately terminate your license to use the Evaluation Version.

TERMINATION

This License is effective until terminated. You may terminate this License at any time by returning to OCTOPUZ all copies of the Software under your control and by returning the Security Mechanism to OCTOPUZ. OCTOPUZ may terminate this License if OCTOPUZ determines, in its sole discretion, that you have violated the terms of this License,  or if OCTOPUZ becomes aware of any violation of intellectual property law or any other applicable law. Upon termination of this License for any reason, you agree to immediately return to OCTOPUZ all copies of the Software, return the Security Mechanism to OCTOPUZ, and certify to OCTOPUZ in writing that all known copies, including backup copies, have been returned. All provisions relating to confidentiality, proprietary rights, indemnification, disclaimers, limitations of liability and non-disclosure shall survive the termination of this License. You may not transfer, assign or sell the Software to the purchaser of any equipment on which the Software may be resident. You may not transfer, assign or sell the Software via liquidation, bankruptcy, insolvency, auction, close of business, or any other method that does not involve an authorized OCTOPUZ Representative. This License is personal for you alone. In the event you breach the provisions of this Section, OCTOPUZ shall be entitled, in addition to its other rights and remedies under this License, at law and in equity, to liquidated damages in the amount of Twenty-Five Thousand Canadian Dollars ($25,000 CAD), plus its reasonable attorneys’ fees and court costs.  The foregoing amount of liquidated damages is a reasonable pre-estimate of the damages that OCTOPUZ may suffer and not a penalty.

GENERAL

This License is governed by the laws of the province of Ontario and the federal laws of Canada, without reference to conflict of laws principles. Any dispute between you and OCTOPUZ regarding this License will be subject to the exclusive jurisdiction of the provincial and federal courts in the Province of Ontario. This License specifically excludes the United Nations Convention on Contracts for the International Sale of Goods and the International Sale of Goods Act (Ontario) and any legislation implementing such “convention,” as amended, replaced or re-enacted from time to time if otherwise applicable. Except as expressly set forth herein to the extent permitted by applicable law, this License shall not prejudice the non-excludable, statutory rights of any party dealing as a consumer. This License is the entire agreement between you and OCTOPUZ and supersedes any other communications, representations or advertisements with respect to the  Software and documentation. We have required that this License and all documents relating thereto be drawn-up in English.  Nous avons demandé que cette convention ainsi que tous les documents qui s’y rattachent soient rédigés en anglais. The Software, or any feature or part thereof, may not be available in all languages or in all countries. If OCTOPUZ has provided you with a translation of the English language version of this  License, you agree that such translation is provided for your convenience only and that the English language version, not the translation, of this License will be legally binding on you. The English language version of this License and not its translation(s) will govern in the event of a conflict between the English language version and a translation. The original English version of this License can be found at http://octopuz.com/octopuz-eula/ .

If and to the extent any provision of this License is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof shall be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable but only to the extent of its illegality, invalidity, or unenforceability and shall be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. No term or provision in this License will be considered waived, and no breach excused, unless such waiver is in writing signed on behalf of the party against whom the waiver is asserted. No waiver (whether express or implied) will constitute consent to, waiver of, or excuse of any other, different, or subsequent breach. No modifications or amendments to this License will be binding upon OCTOPUZ unless made in writing and duly executed by you and an authorized representative of OCTOPUZ.   This License shall enure to the benefit of and be binding upon each of the parties and their respective successors and permitted assigns.

You understand that the Software may be incorporated into, and may incorporate itself into, software and other technology owned and controlled by third parties (“Third Party Components”)which are governed by third party agreements (“Third Party Terms”) , which may contain terms that expand or limit rights to use certain portions of the Software.  Information regarding the Third Party Components and the Third Party Terms that apply is available in the Documentation or on OCTOPUZ’s website at: http://octopuz.com/octopuz-eula/.  You agree to the Third Party Terms for any such Third Party Components. OCTOPUZ is not responsible or liable for any Third Party Components.

 

Any and all other third party software or technology that may be distributed together with the Software (as bundled third party software) may be subject to you explicitly accepting a license agreement with that third party. OCTOPUZ’s licensors shall be a direct and intended third party beneficiary of this License.

LEGAL FEES

In the event that OCTOPUZ is required to take legal action to enforce its rights under this License and obtains a ruling or settlement in its favour, you shall be liable to OCTOPUZ for its reasonable legal fees and costs incurred in investigating and prosecuting its claim.

EXPORT RESTRICTIONS

You agree that you will not, without obtaining prior written authorization, licenses and permissions from OCTOPUZ and, if required, from the Export Controls Division (TIE) of Foreign Affairs and International Trade Canada (DFAIT), Canada Customs or other relevant agency of the Canadian or United States Government, export or re-export, directly or indirectly, the Software from Canada to: (i) any country destination or entity to which export is restricted; (ii) any country, entity or individual subject to sanctions, embargoes or export controls ; or (iii) such other countries, entities or individuals to which export is restricted by any other Canadian or United States government agency, law or regulation. You further agree that you are solely responsible for compliance with any import laws and regulations of the country of destination of a permitted export or re-export, and any other import requirement related to a permitted export or re-export.

SURVIVAL

All provisions of this License relating to confidentiality, non-disclosure, OCTOPUZ’s proprietary rights, disclaimers, and limitations of liability, or indemnification by Licensee shall survive termination of this License for any reason.

RESERVATION OF RIGHTS

All rights not expressly granted are reserved by OCTOPUZ.

TRADEMARKS

You agree that In-House, In-House Solutions, OCTOPUZ, and associated  trademarks, service marks, slogans, logos, graphics and designs are trademarks and registered trademarks of In-House Solutions Inc., OCTOPUZ Inc. and/or In-House Solutions Inc.’s licensors or affiliates, in Canada, the United States and/or other countries, or are trademarks of (collectively, the “Marks”). You are not granted a right to use the Marks without prior written permission from the owner thereof. You further agree not remove, obscure or alter any proprietary notices affixed to or contained within the Software.

August 2016 (Version 1.1)

OCTOPUZ EULA (Europe)

OCTOPUZ END USER LICENSE AGREEMENT

PLEASE READ THIS SOFTWARE LICENSE AGREEMENT COMPLETELY BEFORE USING THIS SOFTWARE. YOU MUST ACCEPT THE TERMS OF THIS LICENSE BEFORE YOU CAN OPERATE THE SOFTWARE PROGRAM.

THIS COMPUTER SOFTWARE MAY BE USED ONLY PURSUANT TO THE TERMS AND CONDITIONS SET FORTH BELOW, AND SOLELY IN CONJUNCTION WITH THE ACCOMPANYING SECURITY MECHANISM OR CODE, AS THE CASE MAY BE, WHICH MUST BE PRESENT ON YOUR COMPUTER (OR NETWORK AS APPLICABLE) AT ALL TIMES DURING SUCH USE.

SOFTWARE LICENSE

Subject to your full payment of the purchase price set forth in the purchase order, In-House Solutions [●](“In-House”), a corporation with its principal place of business at Hintere Dorfstraße 65, D-91174 Spalt – Großweingarten, Germany , hereby grants to you a limited, personal, worldwide, non-sublicenseable and non-exclusive license (the “License”) to use this software program and its accompanying documentation (and, if applicable, to permit your authorized employees to use them). You may use the Software solely for your internal business purposes and solely in conjunction with the accompanying hardware or software device, method, scheme or other security measure provided by In-House which allows a user to access the Software and prevents unauthorized access to the Software (the “Security Mechanism”). The Software, any updates to the Software through purchase or due to enrolment in an authorized software maintenance program (including any that you download through the Internet), and the Documentation in printed or electronic form shall hereinafter collectively be referred to as the “Software” and are all governed by this License.

RESTRICTIONS

You may not use the Software without a Security Mechanism provided by In-House or In-House’s suppliers. When In-House or In-House’s authorized representatives provide you with a single-user Security Mechanism, the Software may only be used (in executable code form only) on one computer at a time to which the Security Mechanism is physically attached. In the event In-House or In-House’s authorized representatives provide you with a multiple-user Security Mechanism for use over an internal network (a “Network Security Mechanism”), the Software may be used: (a) in executable code form only; (b) only on end-user computers that are connected to the internal network to which the Network Security Mechanism is attached; and (c) only by the number of users and accessed by the number of end-user computers for which licenses were purchased. You may physically transfer the Software from one computer equipped with a single-user Security Mechanism to another only if the Security Mechanism is included in the transfer and is installed with the new computer.

In the event of a transfer of the Software to a third party, you shall inform In-House about the identity (full company name and address) of the third party at least 30 calendar days prior to any such transfer.

You may not reverse engineer, decompile or disassemble the Software, unless – for the purpose of your own use – a reproduction of the code and translation of its form are indispensable to obtain the information necessary to achieve the interoperability with other programs and only if, despite a written request by you, In-House is unwilling or not in a position to provide the required information to you. Unless necessary for the decompilation process itself, you are not allowed to provide the information gained insofar to any third party and you or your employees may use the information solely for your internal purposes. Any further-reaching use of the information, in particular a commercial use or a transfer to third parties, is impermissible.

You shall not: (a) adapt or modify the Software, unless this is necessary to correct any errors or faults of the Software (b) publish, display, disclose or create a derivative work from the Software or any part thereof; (c) remove any proprietary notices, labels or marks from the Software; (d) rent, lease or sublicense the Software without the prior written consent of In-House.

You shall not circumvent, bypass, modify, reverse engineer, disassemble, disable, alter, enhance or replicate the function of the Security Mechanism.

COPYING RESTRICTIONS

You are entitled to generate one (1) copy of the object code of the Software to the extent this is required for your contractual use, provided that you reproduce all proprietary notices of In-House on any such copy.

TRANSFER OF RIGHTS AND OBLIGATIONS

You may not transfer or assign this End User License Agreement without the prior written consent of In-House.

USAGE AUDITING, PIRACY AND OUR PRIVACY POLICY

In-House’s audit and collection of any of your company data and your use of the Software is subject to In-House’s privacy policy (http://inhousesolutions.com/privacy). We may audit your software usage for anti-piracy purposes, to verify a valid registration and identify if new updates are available. You consent to the Software sending usage data (e.g., the number of instances the Software is launched, the device IP address and/or the version of the Software), for registration, authentication, use and anti-piracy auditing and enforcement purposes. In-House may also use the usage data for our own internal statistical and analytical purposes, to evaluate and enhance users’ experience of the Software by identifying customer preferences and purchasing trends that we may use for marketing purposes and in respect of operations and development.

CONFIDENTIALITY

You acknowledge that the Software contains proprietary trade secrets of In-House and you hereby agree to maintain the confidentiality of the Software using at least as great a degree of care as you use to maintain the confidentiality of your own most confidential information. You agree to promptly communicate the terms and conditions of this End User License Agreement to those persons employed by you who come into contact with the Software, and to use your best efforts to ensure their compliance with such terms and conditions, including, without limitation, absolutely preventing such persons to use any portion of the Software for the purpose of deriving the source code of the Software or defeating the Security Mechanism, unless otherwise and expressly permitted by this End User License Agreement .

ENFORCEMENT OBLIGATIONS

In the event you become aware that any person or entity in your employ or under your control is using the Software in a manner not authorized by this Software License Agreement, you shall immediately take all steps necessary to stop such unauthorized use of the Software.

DUTY TO EXAMINE AND FILE COMPLAINTS

You shall examine the Software at the latest within 10 working days of its delivery (download) to you to ensure it is complete and free of detectable defects; insofar, an examination of the operability of the programme functions must be conducted. Defects detected in this context, or which could have been detected during a due and proper examination, must be notified to In-House within a period of 3 working days of conclusion of the examination by way of registered letter or email. The complaint of the defects must specify the defects asserted in the greatest possible detail.

Defects which are not detectable even within the scope of the due and proper examination of the Software within the meaning of this provision must be notified within 5 working days of their detection, observing the complaint requirements set forth in this provision.

If you fail to notify In-House in due time, the Software shall be deemed to be approved by you in consideration of the relevant defect.

MAINTENANCE

The purchase of the Software includes one year of maintenance service from the date it is first licensed (the “Maintenance-Program”). The Maintenance-Program can be renewed against an annual fee or else will expire automatically at the anniversary date. Renewal orders received after the expiration date will be charged with an additional 10% reinstatement fee.

The Maintenance-Program includes the provision of Updates and Upgrades. Updates are new versions of the software without new functionalities or enhancements, for example new releases, bug fixes, patches and/or service packs (“Updates”). Upgrades also include new functionalities and/or enhancements of the Software (“Upgrades”). Any Updates and Upgrades are subject to the terms of this license agreement and will be made available to you as such Updates/Upgrades are made available by In-House’s licensor. If, within 30 calendar days upon the provision of an Update/Upgrade, you inform us that you do not wish to install the Update/Upgrade, you are entitled to use the previous software version. In this case you waive your right of further maintenance of your then current software version; the Maintenance-Program is only performed on the latest version of the Software.

During the first year of the Maintenance-Program, you are not entitled to transfer any rights resulting therefrom that exceed our warranty obligation (i.e. the provision of Upgrades) to third parties. During any renewal of the Maintenance-Program, all rights resulting from the Maintenance-Program are not transferable to third parties. However, any Update and/or Upgrade already installed by you will be part of the Software.

Technical support and training: In-House shall be your exclusive contact for technical support as well as for training requests. Any such technical support and training is subject to a separate remuneration and is not included in the license of the Software and/or the Maintenance-Program, unless it is covered by In-House’s warranty obligations pursuant to the following section of this End User License Agreement.

WARRANTY

In respect of the Software, In-House assumes liability for defects pursuant to the following:

The scope of performance and functions of the provided Software is defined in the product specifications provided upon contract conclusion. Further covenants beyond this provision of use, such as a covenant on capacity, response time, compatibility with other programmes or networking possibilities, require express contractual agreement.

In-House remedies defects upon your timely and substantiated complaint. Insofar, In-House may either remedy the defect (repair) or provide defect-free Software (new delivery/download). Within the scope of a repair, a defect is deemed remedied if reasonable circumventions of the defect are made possible. If subsequent performance fails even after repeated attempts, or if In-House does not fulfil its obligation to repair or deliver anew within a reasonable period of at least four (4) weeks and in the event of the existence of a substantial defect which makes the use of the Software unreasonably difficult for you, you are entitled to withdraw from this End User License Agreement. Alternatively and also in case the defect is not substantial, you are entitled to demand a reasonable reduction of the agreed purchase price.

In the event of a new delivery/download, In-House is also entitled to provide a new version of the Software with an equivalent scope of functions, unless this is unreasonable for you, for example where a different operating system or more powerful hardware is required. The need for you to be instructed in the use of a possibly altered Software structure or for user guidance fundamentally does not substantiate any unreasonableness.

In-House assumes no warranty for the fact that your hardware and software environment is suitable for the installation and operation of the Software, unless the system requirements described under http://octopuz.com/tech-requirements have been fulfilled in their entirety.

Your claims on grounds of defects become statute-barred in one (1) year as of the delivery/download of the Software.

The below described limitation of liability applies with respect to the claim to damages on grounds of defects.

LIMITATION OF LIABILITY

Liability for intent and gross negligence: In cases of intent or gross negligence we shall assume full liability for all damages attributable to a breach of duty on our part or on the part of one of our representatives or vicarious agents.

Liability for slight negligence: In cases of slight negligence we shall assume full liability for injury to life, body or health attributable to a breach of duty on our part or on the part of one of our representatives or vicarious agents. Apart from that the following restrictions shall apply with respect to slight negligence:

With respect to the violation of duties which are part of the contractually agreed main performance or of duties whose performance is a fundamental precondition for the proper fulfillment of the contract itself and on whose performance the contractual parties may regularly rely (hereinafter referred to as “Cardinal Duties”), we shall only assume liability for damages typical of such contract.

Liability for slight negligence shall be excluded for the violation of other than Cardinal Duties.

Where, pursuant to this clause, our liability is excluded or limited, the latter shall also apply to the personal liability of our employees, representatives or vicarious agents.

Liability under product liability laws: Liability under product liability laws shall remain unaffected by the above clauses.The disclaimers and restrictions set forth above shall apply regardless of the nature of your claims, be they based in contract, warranty, tort, strict liability or otherwise.

INDEMNIFICATION

You shall indemnify and hold harmless In-House, its officers, directors, employees, authorized representatives and agents (the “Indemnified Parties”) from and against all losses, settlements, claims, actions, suits, proceedings, judgments, awards, damages, liabilities, costs and expenses including, without limitation, reasonable attorneys’ fees (collectively, “Losses”) which arise out of or are related to any breach of this End User License Agreement by you or your employees, agents, authorized representatives, dealers or sub-dealers, and shall reimburse the Indemnified Parties for any and all legal, accounting and other fees, costs and expenses reasonably incurred by any of them in connection with investigating, mitigating or defending any such Losses, unless you acted without fault or negligence.

EDUCATIONAL AND TRAINING PRICING

If this Software was obtained through or in accordance with an In-House educational or training pricing plan, option, grant, schedule or program, it may not be used by anyone, including you, to conduct any computer aided design, computer aided drafting, computer aided machining, or training activities that, directly or indirectly, generate or otherwise result in monetary revenues for the benefit of any individual or any entity, other than the school that originally received this Software.

EVALUATION SOFTWARE

If the Software is identified as a training, demonstration, evaluation, trial, “not for sale” (“NFS”) or “not for resale” (“NFR”) version (“Evaluation Version”) in the applicable user documentation you may install and access one (1) copy of the Software only for the purpose of training, evaluation and/or demonstration and only for a limited period of time (“Evaluation Period”) as specified in the applicable user documentation. You understand that at the end of the Evaluation Period, your license terminates automatically. If you want to continue using the Software, you have to purchase the Software prior to that. Upon termination of the Evaluation Period, you must immediately discontinue the use of the Evaluation Version and delete and destroy all electronic copies of the Evaluation Version including, but not limited to, all user documentation that may have been provided as part of the training or evaluation from your computer and any other computer devices on which you have installed the Evaluation Version. Any attempt to circumvent any expiration date technology is in violation of this License Agreement and In-House reserves the right to immediately terminate your license to use the Evaluation Version.

GENERAL

All agreements between In-House and you, including this End User License Agreement, are governed by the laws of the Federal Republic of Germany. The provisions of the UN Convention on Contracts for the International Sale of Goods dated 11 April 1980 (CISG) are excluded. Standard terms of contract issued by you do not apply.

For all disputes arising out of this contractual relationship, the court at the principal place of business of In-House in Germany shall have jurisdiction.

The Software, or any feature or part thereof, may not be available in all languages or in all countries. If In-House has provided you with a translation of the English language version of this License, you agree that such translation is provided for your convenience only and that the English language version, not the translation, of this License will be legally binding on you. The English language version of this License and not its translation(s) will govern in the event of a conflict between the English language version and a translation. The original English version of this License can be found at www.octopuz.com/eula.

If and to the extent any provision of this License is held illegal, invalid, or unenforceable in whole or in part, this does not affect the validity of the remaining provisions of the License. The invalid or null and void provision must be replaced by a provision which comes closest to the intended economic issue regulated in the invalid or null and void provision, so as to give the maximum effect to the intent of the parties.

No waiver (whether express or implied) will constitute consent to, waiver of, or excuse of any other, different, or subsequent breach.

You understand that the Software may be incorporated into, and may incorporate itself into, software and other technology owned and controlled by third parties. This End User License Agreement remains effective with such incorporation. Any and all other third party software or technology that may be distributed together with the Software (as bundled third party software) may be subject to you explicitly accepting a license agreement with that third party. In-House’s licensors shall be a direct and intended third party beneficiary of this End User License Agreement.

EXPORT RESTRICTIONS

The Software could be subject to Canadian or German export control provisions. You agree that you are solely responsible for compliance with any of these provisions insofar as you export the Software from the country in which the Software was delivered.

SURVIVAL

All provisions of this Software License Agreement relating to confidentiality, non-disclosure, disclaimers, and limits of liability, or indemnification by Customer shall survive termination of this End User License Agreement for any reason.

TRADEMARKS

You agree that In-House Solutions Inc., Octopuz, and other In-House trademarks, service marks, logos and graphics are trademarks of In-House in Canada, the United States and/or other countries, are trademarks of In-House’s partners or affiliates (the “Marks”). You are not granted a right to use the Marks without prior written permission from the owner thereof. You further agree not to remove, obscure or alter any proprietary notices affixed to or contained within the Software.

January 2015

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