LICENSE.txt

ARCAD SOFTWARE END USER LICENSE AGREEMENT

IMPORTANT - THIS IS A LEGAL AGREEMENT BETWEEN YOU, ON BEHALF OF YOUR
ORGANIZATION (“LICENSEE” OR “CUSTOMER”) AND ARCAD SOFTWARE, INC. 
THAT CREATES FULLY ENFORCEABLE OBLIGATIONS
SUBJECT TO THESE TERMS. BY CLICKING AN “I ACCEPT” BUTTON OR DOWNLOADING
THE SOFTWARE, YOU AGREE TO THIS END USER LICENSE AGREEMENT (“EULA” or
“Agreement”) AND YOU REPRESENT THAT YOU ARE AUTHORIZED TO ACCEPT THIS EULA
ON BEHALF OF YOUR ORGANIZATION. This EULA governs the ARCAD Software proprietary
software (“Software”) that ARCAD Software, or a ARCAD Software authorized distributor
(“Distributor”), provides with the EULA, and related ARCAD Software user manuals
and training materials (“Documentation”), including all revisions and
updates that replace or supplement the Software or Documentation. These terms
govern your use of the Software and Documentation except to the extent that it
is subject to conflicting terms in a written license agreement Licensee has
executed with ARCAD Software or its Distributor. 

1. LICENSE/USE 
a. ARCAD Software grants to the Customer to whom the Software is first delivered a
non-exclusive, non-transferable right to use (“License”) the Software and
Documentation for which Customer has paid the required License fees, solely for
Customer’s internal business operations, within the country to which the
Software is first provided (“Territory”), according to the Documentation
and the EULA. Software is Licensed, not sold, for the time period, number and
type of users, transactions, copies, seats, sessions, ports, IP addresses,
central processing unit cycles, instructions per second or other quantity or
measure specified in an order document and license key with ARCAD Software or
Distributor (“Measured License”). Customer may make one copy of the
Software for non-production backup purposes. If you are not the original
Customer to which ARCAD Software or Distributor delivered the Software, or do not have
an executed order document with ARCAD Software or Distributor for the Software, you may
not use the Software or Documentation. Your actual use will not decrease (but
may increase) the scope of the License granted and the Software fees you owe. 
b. You will not: (i) rent, lease, or sublicense the Software, or use the
Software as a service bureau or for hosting as an application service provider;
(ii) permit any third party to access or use the Software or Documentation;
(iii) transfer or use the Software or Documentation outside the Territory; (iv)
use the Software except as specified in the Documentation; (v) translate, modify
or make derivative works of the Software or Documentation; (vi) reverse
engineer, decompile or disassemble the Software, except to the extent this
restriction is superseded by local law, after you have disclosed your intended
activity in writing to ARCAD Software; (vii) use the Software in excess of the Measured
License that Customer purchased; (viii) use the Software in production if
provided under a testing, evaluation, development or other non-production
License; (ix) alter the Software’s copyright or other intellectual property
rights notices; or (x) infringe or misappropriate ARCAD Software’s or its
licensors’ Intellectual Property. 
c. ARCAD Software may provide the Software for evaluation, demonstration or other
limited time use (“Restricted Use”). The terms of this EULA apply to any
Software for Restricted Use. In addition, evaluation is limited to 10 calendar
days from the first day Customer has access to the Software (“Restricted Use
Period”). ARCAD Software may, at its option, extend the Restricted Use Period. Prior
to the end of the Restricted Use Period, Customer must purchase a License for
continued use or the Restricted Use Period terminates and Customer must cease
using the Software. A Restricted Use License is not for production use. 

2. TERMINATION
a. Customer’s License will terminate (i) immediately without notice if
Customer infringes or misappropriates ARCAD Software’s intellectual property in the
Software or Documentation or fails to comply with this Agreement; or (ii) as
specified in the Warranty terms. 
b. Customer may terminate this Agreement upon thirty (30) days’ notice to
ARCAD Software. Upon termination, any rights Customer had to use the Software will
terminate.
c. Upon termination Customer will immediately return or destroy the Software
and, upon ARCAD Software’s request, provide written certification of destruction.  

3. LIMITED WARRANTY 
a. ARCAD Software warrants that the Software will perform substantially according to
ARCAD Software’s current published technical specifications, when used according to
the Documentation, for 90 days from the date ARCAD Software delivers the Software to
Customer or your Distributor (“Warranty”). Customer or Distributor must
provide a written claim to ARCAD Software within the Warranty period. ARCAD Software will repair
or replace Software not conforming to the Warranty, or, at its option, refund
the part of the fees paid to ARCAD Software (if any) for the Software, and the Software
License terminates. Replacement Software is warranted for the remainder of the
original Warranty period. THIS WARRANTY IS ARCAD SOFTWARE’S SOLE LIABILITY AND
CUSTOMER’S EXCLUSIVE REMEDY FOR A SOFTWARE CLAIM, ARCAD SOFTWARE’S BREACH OF THE
AGREEMENT OR ANY OTHER LIABILITY RELATING TO THE SOFTWARE. Except for a refund
elected by ARCAD Software, YOU ARE NOT ENTITLED TO ANY DAMAGES, INCLUDING BUT NOT
LIMITED TO CONSEQUENTIAL DAMAGES if the Software does not conform under
ARCAD Software’s limited Warranty, to the maximum extent allowed by law, even if any
remedy fails of its essential purpose. NOTWITHSTANDING ANY PROVISION TO THE
CONTRARY, ARCAD SOFTWARE PROVIDES SOFTWARE FOR RESTRICTED USE ON AN "AS IS" BASIS,
WITHOUT SUPPORT, WARRANTY OR INDEMNITY OF ANY KIND. ARCAD SOFTWARE IS NOT LIABLE FOR ANY
LOSS OR DAMAGES, DIRECT OR INDIRECT, RESULTING FROM USE OR ATTEMPTED USE OF
RESTRICTED USE SOFTWARE DURING AND AFTER THE RESTRICTED USE PERIOD. 
b. Warranty does not cover problems caused by: (i) misuse, alteration,
enhancements, neglect, accident, unauthorized repair or installation, or acts or
omissions of any party other than ARCAD Software, including virus or hacker attacks;
(ii) Customer’s hardware, software, networks, systems, content, application
programming, servers, materials, scripts, data, or files; (iii) Customer not
using Software according to ARCAD Software’s current Documentation; (iv) Customer
configuration changes; (v) Customer’s failure to comply with ARCAD Software’s
security and upgrade policies; or (vi) circumstances beyond ARCAD Software’s
reasonable control. 
c. ARCAD SOFTWARE AND ITS LICENSORS DISCLAIM ALL OTHER WARRANTIES, REPRESENTATIONS AND
GUARANTEES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, FOR DOCUMENTATION AND SOFTWARE,
THEIR USE, SUFFICIENCY, RELIABILITY, TIMELINESS, QUALITY, SECURITY, SUITABILITY,
TRUTH, COMPLETENESS OR ACCURACY, WHETHER STATUTORY, EXPRESS, IMPLIED, ORAL,
WRITTEN OR OTHERWISE, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, OR THAT
SOFTWARE FUNCTIONS WILL BE UNINTERRUPTED, ERROR FREE, OR OPERATE IN COMBINATION
WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM, OR DATA; THAT RESULTS WILL MEET
CUSTOMER’S REQUIREMENTS OR EXPECTATIONS; ERRORS OR DEFECTS WILL BE CORRECTED;
OR THE SOFTWARE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. 

4. LIMITATION OF LIABILITY 
a. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ARCAD SOFTWARE AND ITS LICENSORS WILL NOT BE
LIABLE TO ANY PARTY FOR: (i) CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR
INCIDENTAL DAMAGES; (ii) INTERRUPTION OF BUSINESS OR OPERATIONS, COST OF COVER,
GOODWILL, TOLL FRAUD, OR LOSS OF DATA, CONFIDENTIAL INFORMATION, PROFITS,
REVENUE, OR PRIVACY; (iii) FAILURE TO MEET ANY DUTY INCLUDING GOOD FAITH OR
REASONABLE CARE; (iv) OTHER LOSS RELATED TO USE OF OR INABILITY TO USE THE
SOFTWARE, CONTENT THROUGH THE SOFTWARE, OR ARISING OUT OF THIS AGREEMENT; (v)
FAULT, TORT, NEGLIGENCE, MISREPRESENTATION, STRICT LIABILITY, BREACH OF CONTRACT
OR BREACH OF WARRANTY OF ARCAD SOFTWARE OR ITS LICENSORS; AND EVEN IF ARCAD SOFTWARE OR ITS
LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 
b. The entire liability of ARCAD Software and its licensors under this EULA and your
exclusive remedy (including repair or replacement elected by ARCAD Software for the
Limited Warranty) is limited to the actual damages you incur up to the amount
paid to ARCAD Software for the Software. ARCAD SOFTWARE’S FAILURE TO EXERCISE A RIGHT OR
REMEDY IS NOT A WAIVER. 

5. INTELLECTUAL PROPERTY OWNERSHIP 
“Intellectual Property” means all intellectual property, including
inventions, patents, copyrights, trademarks, service marks, trade names, trade
secrets, know-how, moral rights, licenses, and any other intangible proprietary
or property rights, whether or not patentable or otherwise subject to legally
enforceable restrictions or protections against unauthorized third party usage
or whether arising by statute or common law. ARCAD Software or its licensors own and
retain all right, title and interest to and in all Intellectual Property in the
Software and Documentation, developments, research data, designs, layout,
models, formulae, documents, drawings, plans, specifications and other ARCAD Software
information, proprietary materials and all derivative works. To the extent that
any right, title or interest in or to any ARCAD Software Intellectual Property may not
automatically vest in ARCAD Software by operation of law, Customer irrevocably
transfers, assigns and conveys all right, title, and interest therein to ARCAD Software.
At ARCAD Software’s request and expense Customer will promptly take any action and
execute any documents necessary to vest full title in ARCAD Software or its licensors. 

6. CONFIDENTIALITY 
a. “Confidential Information” means any material, data or information, in
any form or media, that is proprietary or confidential to ARCAD Software and is marked
as confidential, or not marked but by its nature or treatment by ARCAD Software should
reasonably be considered to be confidential. Confidential Information includes
the EULA, Documentation and Software, ARCAD Software’s Intellectual Property,
specifications, manuals, product roadmaps, financial data, pricing, and results
of benchmark tests. Confidential Information does not include information that
is: (i) publicly available without breach of the EULA; (ii) reasonably shown to
ARCAD Software’s satisfaction to have been known by Customer prior to disclosure by
ARCAD Software; (iii) independently developed by Customer prior to ARCAD Software’s
disclosure without breach of the EULA or reference to any ARCAD Software Confidential
Information; or (iv) obtained by Customer from a third party without
confidentiality obligation. Software is not deemed to be placed in the public
domain by ARCAD Software. Customer will promptly notify ARCAD Software if it is compelled by a
court or legal process to disclose Confidential Information and will take any
reasonable action requested by ARCAD Software to maintain the confidentiality of the
Confidential Information. 
b. Customer will use best efforts to prevent disclosure to ARCAD Software of any
personally identifiable information (PII) regarding Customer’s employees or
customers. Customer is solely responsible for complying with any requirements
regarding PII disclosed to ARCAD Software. Customer will use ARCAD Software's Confidential
Information solely to perform its obligations under the EULA. Customer will take
commercially reasonable steps to safeguard ARCAD Software's Confidential Information,
including no less than the steps taken to protect its own Confidential
Information. Customer will not disclose ARCAD Software's Confidential Information except
to its employees bound by written confidentiality obligations no less
restrictive than this provision. Customer must promptly notify ARCAD Software in writing
of unauthorized use or disclosure of Confidential Information. Customer, at its
expense, must take all reasonable actions to recover Confidential Information
and prevent further unauthorized use or disclosure, including action for seizure
and injunctive relief. If Customer fails to do so in a timely manner, ARCAD Software may
do so at Customer's expense, and Customer will reasonably cooperate. 

7. MISCELLANEOUS 
a. Applicable Law and Jurisdiction.
The EULA is governed by French law. Any dispute arising from the interpretation or performance 
of the Contract shall, after failure to reach an amicable resolution in accordance with the above 
conditions, be submitted to the exclusive jurisdiction of the legal court of PARIS, 
notwithstanding multiple defendants or third party claims, regardless of the type of procedure or action, 
even for emergency procedures or protective procedures, in summary proceedings or on petition.

8. EXCLUDED COMPONENTS 
The provisions of this paragraph do not apply to the extent they are held to be
invalid or unenforceable under the law that governs this EULA. Notwithstanding
any of the terms in the EULA or any other agreement Licensee may have with
ARCAD Software: 
(a) the third-party providers of certain components to ARCAD Software (the "Suppliers")
provide the components (“Excluded Components”) WITHOUT WARRANTIES OF ANY
KIND and, such Suppliers DISCLAIM ANY AND ALL EXPRESS AND IMPLIED WARRANTIES AND
CONDITIONS INCLUDING, BUT NOT LIMITED TO, THE WARRANTY OF TITLE,
NON-INFRINGEMENT OR INTERFERENCE AND THE IMPLIED WARRANTIES AND CONDITIONS OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE
EXCLUDED COMPONENTS; 
(b) the Suppliers shall not be liable for any direct, indirect, incidental,
special, exemplary, punitive or consequential damages, including but not limited
to lost data, lost savings, and lost profits, with respect to the Excluded
Components; and, 
(c) neither ARCAD Software nor the Suppliers shall be liable to Licensee for any claims
arising directly or indirectly from or related to the Excluded Components. 
(d) Notices with respect to the Excluded Components, including instructions for
obtaining source code (as applicable) for certain Excluded Components, may be
found in the NOTICES or README file included in the Software. 
(e) Licensee use of the Excluded Components is governed by the terms of the EULA
and not by any terms that may be contained in the NOTICES section. Future
Software updates may contain additional Excluded Components. Such additional
Excluded Components, and related notices and information, if any, will be listed
in the NOTICES file that accompanies the Software update.