END-USER LICENSE AGREEMENT For RoboDK Software By RoboDK Inc.
This End-User License Agreement ("EULA") is a legal agreement between you (either an individual or a single entity) and RoboDK Inc. for RoboDK Software later referred to as "the Software". The Software under the Trial Version License can be either a fully functional time-limited version or a feature-limited version, or a combination of these two types. Detailed description of the Trial Version restrictions is available on RoboDK Inc. web site and in each product's user-guide. The Software under this License is provided free of charge as long as it is a TRIAL VERSION. "Trial Version" means a version of the Software to be used only to review, demonstrate and evaluate the Software for an unlimited period of time. The Trial Version may have limited features and may lack the ability for the end-user to save the end product.
RoboDK Inc. products are shareware. It means that You can download the Trial Version for evaluation and, if You like the product, order the license. I.e. You can try before You buy. The functional peculiarities present in the Trial Version may not be a reason for refund request of a purchased license. If a Trial Version is a time-limited fully-functional version, allowing You to see and test all the features, your refund request will be declined if based on the absence of some certain feature or if some feature doesn't work as You expected it to work. All other refund cases are regulated by RoboDK Inc. Refund Policy. Even though a license fee is not paid for the use of Trial Version software, it does not mean that there are no conditions for using such software. This Software is copyrighted, and the owner of the copyright claims all exclusive rights to such software. By installing, copying, or otherwise using the Software You agree to be bound by the terms of this EULA. If You do not agree to the terms of this EULA, do not install or use the Software.
The Software is licensed, not sold. A license is the right to use the software program within the limitations of this EULA and the printed license document provided upon purchasing the license. Different license types and limitations are listed below. Limitations may vary over time.
(1) Free, Trial or Evaluation License – The trial version of this program may be loaded on computers for evaluation purposes within the defined trial period. The trial program may be used on any computer required for your evaluation. The trial version of this program may be distributed to others for evaluation purposes. No fee may be charged for distribution of the trial version of this program. The trial program must not be modified in any way. Continued use of this program beyond the trial period requires the purchase of a license.
(2) Educational license – The educational license may have unlimited features but should always be used for educational purposes and should not be used for commercial purposes or production.
(3) Professional license – The professional license may have some or all features unlocked. This is the appropriate license to use in a production environment (for commercial purposes).
When used in this Agreement, the following terms shall have the respective meanings indicated, such meanings to be applicable to both the singular and plural forms of the terms defined: "RoboDK" means RoboDK Inc.. "Licensee" means You or Your Company, unless otherwise indicated. "Software" means (a) all of the contents of the files, disk(s), CD-ROM(s) or other media with which this Agreement is provided, including but not limited to ((i) registration information, i.e. License key which is unique for a registration name of the Licensee; (ii) related explanatory written materials or files ("Documentation"); and (iii) Software setup files and code samples (if any); and (b) upgrades, modified versions, updates, additions, and copies of the Software, if any, licensed to you by RoboDK Inc. (collectively, "Updates"). "Use" or "using" means to access, install, download, copy or otherwise benefit from using the functionality of the Software in accordance with the Documentation. "System" means Windows OS, GNU/Linux or Mac OS X, or any virtual machine.
2. GENERAL USE
As long as the Licensee complies with the terms of this End User License Agreement (the "Agreement"), the RoboDK grants the Licensee a non-exclusive right to use the Software under the following conditions:
· The Software may be installed and used by the Licensee for the sole purpose of determining whether to purchase a license for a commercial version of the Software.
· The Software may be installed and used by the Licensee on one computer per license.
· The Software can be copied and distributed on condition that the original copyright notice and disclaimer of warranty stay intact and the Licensee does not charge money or fees for the Software product.
· The Licensee's distribution of Trial Version of the Software will not entitle him/her to any compensation from RoboDK.
· The Licensee may not rent, lease, or lend the Software to anyone.
· The Licensee may permanently transfer all of his/her rights under this EULA, provided the recipient agrees to the terms of this EULA.
· Without prejudice to any other rights, RoboDK may terminate this EULA if the Licensee fails to comply with the terms and conditions of this EULA. In such event, the Licensee must destroy all copies of the Software.
· Some features of the Software may have expiration date. Some versions of the Software may require a permanent connection to our server through internet to track the average use, fix bugs and improve the product in further releases.
3. INTELLECTUAL PROPERTY RIGHTS
3.1 This License does not transmit any intellectual rights on the Software. The Software and any copies that the Licensee is authorized by RoboDK to make are the intellectual property of and are owned by RoboDK.
3.2 The Software is protected by copyright, including without limitation by Copyright Law and international treaty provisions.
3.3 Any copies that the Licensee is permitted to make pursuant to this Agreement must contain the same copyright and other proprietary notices that appear on or in the Software.
3.4 The structure, organization and code of the Software are the valuable trade secrets and confidential information of RoboDK. The Licensee agrees not to decompile, disassemble or otherwise attempt to discover the source code of the Software.
3.5 Any attempts to reverse-engineer, copy, clone, modify or alter in any way the installer program without RoboDK's specific approval are strictly prohibited. The Licensee is not authorized to use any plug-in or enhancement that permits to save modifications to a file with software licensed and distributed by RoboDK.
3.6 Any information supplied by RoboDK or obtained by the Licensee, as permitted hereunder, may only be used by the Licensee for the purpose described herein and may not be disclosed to any third party or used to create any software which is substantially similar to the expression of the Software.
3.7 Trademarks shall be used in accordance with accepted trademark practice, including identification of trademarks owners' names. Trademarks can only be used to identify printed output produced by the Software and such use of any trademark does not give the Licensee any rights of ownership in that trademark.
3.8 RoboDK has been using or recommends third party software such as Qt, OpenCascade, FreeType and Python.
3.8.1 The Qt 5.7 code remains under the LGPL v3 license (attached copy).
3.8.2 The Open CASCADE 6.7 code remains under the LGPL 2.1 license (attached copy).
3.8.3 The Python project is distributed with its original license with added tools to interface with RoboDK.
3.8.4 The FreeType license is attached at the end of this document.
You acknowledge that the Software contains proprietary trade secrets of RoboDK Inc. 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 Software License Agreement to those persons employed by you who come into contact with the Software. You are responsible in the event of a breach of confidentiality by any of your employees or agents. You shall 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(s).
5. 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. You shall promptly notify RoboDK in writing of any unauthorized use of the Software of which you become aware.
6. LIMITED WARRANTIES
6.1 RoboDK warrants that:
6.1.1 RoboDK Inc. owns the Software and documentation and/or is in possession of valid and existing licenses that support the terms of this Agreement;
6.1.2 to the best of RoboDK’s knowledge, the Software does not infringe upon or violate any intellectual property right of any third party;
6.1.3 the Software does not contain any back door, time bomb, drop dead device or other routine intentionally designed by RoboDK to disable a computer program, or computer instructions that alter, destroy or inhibit the processing environment.
6.2 Except those warranties specified in section 6.1 above, the Software is being delivered to the Licensee "AS IS" and RoboDK makes no warranty as to its use or performance. RoboDK does not and cannot warrant the performance or results the Licensee may obtain by using the Software. The entire risk arising out of use or performance of the Software remains with the Licensee. RoboDK gives no warranty, express or implied, that (i) the Software will be of satisfactory quality, suitable for any particular purpose or for any particular use under specified conditions, notwithstanding that such purpose, use, or conditions may be known to RoboDK; or (ii) that the Software will operate error free or without interruption or that any errors will be corrected. RoboDK is not obligated to provide any updates to the software.
Sole and Exclusive Remedy for Breach of Warranty: YOUR SOLE AND EXCLUSIVE REMEDY AND RoboDK’s SOLE OBLIGATION HEREUNDER SHALL BE, AT RoboDK’s SOLE OPTION (i) REPLACEMENT OF THE DEFECTIVE MEDIA; OR (ii) REFUND OF THE PURCHASE PRICE OF THE SOFTWARE. RoboDK 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 RoboDK Inc. 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. RoboDK expressly disclaims any warranty or representation that the Documentation is an accurate and/or current reflection of the Software’s operation and performance.
7. DISCLAIMER OF CONSEQUENTIAL DAMAGES AND LIMITATION OF LIABILITY
IN NO EVENT WHATSOEVER WILL RoboDK., OR ITS EMPLOYEES, SHAREHOLDERS, DISTRIBUTORS OR AUTHORIZED REPRESENTATIVES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS SOFTWARE LICENSE AGREEMENT OR THE USE OF THE SOFTWARE, EVEN IF RoboDK Inc. 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, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, 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.
RoboDK Inc.’s ENTIRE LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS SOFTWARE LICENSE AGREEMENT OR OTHERWISE 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 restrictions set forth above shall apply regardless of the nature of your claims, be they based in contract, warranty, tort, strict liability or otherwise.
You shall indemnify and hold harmless RoboDK, 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 Software 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.
9. EDUCATIONAL PRICING
If this Software was obtained through or in accordance with a RoboDK “Educational Pricing” plan, option, grant, schedule or program, it may not be used by anyone, including you, to conduct any simulations, robot programming, 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.
This Software License Agreement is effective until terminated. You may terminate this Software License Agreement at any time by returning to RoboDK all copies of the Software under your control and by returning the Security Mechanism to RoboDK. RoboDK may terminate this Software License Agreement if RoboDK determines, in its sole discretion, that you have violated the terms of this Software License Agreement. Upon termination of this Software License Agreement for any reason, you agree to immediately return to RoboDK all copies of the Software, return the Security Mechanism to RoboDK, or in the case where the security mechanism is incorporated into the software code, provide proof that the software Licensing Mechanism has been removed or disabled. Additionally, an officer of your entity must certify within 10 business days to RoboDK in writing that all known copies, including backup copies, have been returned. All provisions relating to confidentiality, proprietary rights, indemnification and non-disclosure shall survive the termination of this Software License Agreement. You may not transfer this Software to the purchaser of any equipment on which the Software may be resident. You may not transfer this Software via liquidation, bankruptcy, auction, close of business, or any other method that does not involve approval by RoboDK. This License is for you alone. You acknowledge that in the event of your breach of your obligations under this Section, that RoboDK would incur damages, but that the damages may be of a nature that would be difficult to determine with particularity. You agree that the liquidated damage amount of $15,000 US per unlicensed seat that is used as a result directly or indirectly of your actions is a reasonable estimate of the damages RoboDK would incur and that this amount is a negotiated liquidated damage figure and is not a penalty.
This Software License Agreement shall be governed by and construed in accordance with the laws of the state of Quebec, Canada without regard for Quebec’s conflicts of law principles. The sole and exclusive jurisdiction and venue for any litigation arising from or related to this Software License Agreement or the subject matter hereof shall be in a state or federal court located in Quebec. You hereby submit to the exclusive jurisdiction of the courts of the Province of Quebec, Canada. This Software License Agreement shall constitute the entire agreement between you and RoboDK with respect to the subject matter hereof. Any waiver or modification of this Software License Agreement shall be valid only if it is in writing and signed by both parties hereto. If any part of this Agreement is found invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall be interpreted so as to reasonably affect the intention of the parties.
12. ATTORNEYS FEES
In the event that RoboDK is required to take legal action to enforce its rights under this License Agreement and obtains a ruling or settlement in its favor, you shall be liable to RoboDK for its reasonable attorney’s fees and costs (including, but not limited to, its cost of any internal investigation, court or arbitration costs and witness fees), and its reasonable attorney’s fees and costs (including, but not limited to, its court costs and witness fees) incurred as a result of any appeal taken by you from a lower court or arbitration judgment in favor of RoboDK.
If a portion of this Agreement is held unenforceable, the remainder shall be valid. It means that if one section of the Agreement is not lawful, the rest of the Agreement is still in force. A party's failure to exercise any right under this Agreement will not constitute a waiver of (a) any other terms or conditions of this Agreement, or (b) a right at any time thereafter to require exact and strict compliance with the terms of this Agreement.
All provisions of this Software License Agreement relating to confidentiality, non-disclosure, RoboDK Inc.’s proprietary rights, disclaimers, and limits of liability, attorney’s fees, or indemnification by Customer shall survive termination of this License for any reason.
Reservation of Rights
All rights not expressly granted are reserved by RoboDK Inc.
RoboDK® is a registered trademark of RoboDK Inc.
IF YOU AGREE WITH THIS LICENSE, CLICK "YES" OR PROCEED TO DOWNLOAD AND INSTALL THE SOFTWARE. IF YOU CLICK "YES" OR DOWNLOAD ROBODK'S SOFTWARE, YOU ARE ACKNOWLEDGING THAT YOU HAVE READ AND UNDERSTAND THIS SOFTWARE LICENSE AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS.
© 2018 RoboDK Inc. All rights reserved.