SolidWorks Corporation License and
Subscription Service Agreement
The terms and conditions
that follow set forth a legal agreement (“Agreement”) between you (either an
individual or an entity), the end user, and SolidWorks Corporation, a Delaware
corporation with its principal place of business at 300 Baker Avenue, Concord,
Massachusetts 01742 USA ("SolidWorks"), relating to the computer
software known as SolidWorks®, and certain other software licensed by
SolidWorks (including the COSMOS line of analysis products and the PDMWorks
line of product data management products in all countries) if applicable (the
"Software"). The term "Software" includes and these
terms and conditions also apply to (i) any updates or upgrades to the Software
that you may receive from time to time under a subscription service or other
support arrangement, (ii) any add-in modules to the SolidWorks software you may
order and install from time to time, and (iii) software from third parties such
as the Adobe® PDF library that is incorporated
into the SolidWorks software. You may not load or use the Software in any
computer or copy it without a license from SolidWorks. SolidWorks hereby
offers you a non-exclusive license on the terms set out in this Agreement.
You should carefully read these terms and conditions BEFORE opening the case
that contains the Software or installing and using the Software. Opening the
case containing the Software or installing and using the Software will signify
your agreement to be bound by these terms and conditions. If you do not agree
to these terms and conditions, promptly return the case containing the Software
and the accompanying items (including written materials) for a refund. This is
a license agreement and not an agreement for sale.
If you have paid for the
SNL version of the SolidWorks software, the following additional terms apply to
your license:
a. The SNL version of the SolidWorks Software must
be installed on a network server with a dongle [dongle requirement may not
apply to COSMOS, PDMWorks Workgroup Viewer or PDMWorks Enterprise 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 additional
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 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 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 PDMWorks Enterprise, 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, SolidWorks considers there to be three global territories:
the Western Hemisphere, Europe/Mid-East/Africa; 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. 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 eDrawings Professional software is a collaboration tool.
Therefore eDrawings Professional enables you and SolidWorks grants you a
license, to make copies of a portion of 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 PDMWorks Workgroup. Each license for PDMWorks Workgroup for SolidWorks or
PDMWorks Workgroup Contributor (a client license) includes the right to install
the PDMWorks Workgroup vault functionality on an unlimited number of servers,
as you determine. A separate PDMWorks Workgroup Viewer license is required
for each PDMWorks Workgroup vault you wish to enable with the PDMWorks Workgroup
Viewer application. NOTE: In contrast, PDMWorks Enterprise licenses do
not permit the installation of the PDMWorks Enterprise software on
additional servers.
1.D. Additional
License Terms for PDMWorks Enterprise. SolidWorks licenses the
PDMWorks Enterprise software on a Server + Client Access License [CAL] model.
You may use the PDMWorks Enterprise software within a network or other
multi-station/client environment provided that you have one PDMWorks Enterprise
license per user concurrently connected to the PDMWorks Enterprise vault or
database server. The terms of the Microsoft® SQL Server™ 2005 Standard
Edition, Runtime Restricted-Use Software license are delivered with orders for
PDMWorks Enterprise software and are incorporated herein by reference.
1.E. Security Mechanisms. SolidWorks
reserves the right to embed a software security mechanism within the Software
to monitor usage of the software to verify your compliance with this license.
Such a security mechanism may store data relating to the use of the Software
and the number of times it has been copied. SolidWorks 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 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 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 the internet tools and services is also subject to the
Terms of Use applicable to that tool/service and found at www.solidworks.com/[tool/service
name]/TermsofUse/ 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. 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 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 PDMWorks Enterprise 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 and you may not analyze for purposes competitive to SolidWorks,
reverse engineer, decompile, disassemble or otherwise attempt to discover the
source code of the Software, except in accordance with Article 8 below, if
applicable, as it contains trade secrets (such as the Software’s structure,
organization and code) of 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 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 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. Term.
The license granted herein will continue until it is terminated in accordance
with this Article 5. 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 SolidWorks or destroy
all copies of the Software and Documentation covered by the license as
instructed by SolidWorks. The provisions of Articles 2, 3, 5, 7, 10 and 11 of
this Agreement shall survive any termination of this Agreement.
6.
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. The Software is
not warranted as appropriate for final preproduction testing or maintenance of
any form of nuclear facility or nuclear containment.
Caution: Certain
content, such as the fasteners provided in the SolidWorks Toolbox, are
approximate representations only and may not be appropriate for all uses.
7. Limited
Warranty, Exceptions & Disclaimers
a. Limited
Warranty. SolidWorks warrants that the Software will be free of defects in
materials and will perform substantially in accordance with the Documentation
for a period of ninety (90) days from the date of receipt by you. SolidWorks
also warrants that any services it provides from time to time will be performed
in a workmanlike manner in accordance with reasonable commercial practice.
SolidWorks does not warrant that the Software or service will meet your
requirements or that the operation of the Software will be uninterrupted or
error free or that any internet tool or service will be completely secure.
SolidWorks' entire liability and your sole remedy under this warranty shall be
to use reasonable efforts to repair or replace the nonconforming media or
Software or re-perform the service. If such effort fails, SolidWorks or
SolidWorks' distributor or reseller shall (i) refund the price you paid for the
Software upon return of the nonconforming Software and a copy of your receipt
or the price you paid for the service, as appropriate, or (ii) provide such
other remedy as may be required by law. Any replacement Software will be
warranted for the remainder of the original warranty period or thirty (30) days
from the date of receipt by you, whichever is longer.
b. Exceptions.
SolidWorks' limited warranty is void if breach of the warranty has resulted
from (i) accident, corruption, misuse or neglect of the Software; (ii) acts or
omissions by someone other than SolidWorks; (iii) combination of the Software
with products, material or software not provided by SolidWorks or not intended
for combination with the Software; or (iv) failure by you to incorporate and
use all updates to the Software available from SolidWorks.
c. Limitations
on Warranties. The express warranty set forth in this Article 7 is the
only warranty given by SolidWorks with respect to the Software and
Documentation furnished hereunder and any service supplied from time to time;
to the maximum extent permitted by applicable law, SolidWorks and its licensors,
including without limitation Adobe, make no other warranties, express, implied
or arising by custom or trade usage, and specifically disclaim the warranties
of merchantability, fitness for a particular purpose and non-infringement. In
no event may you bring any claim, action or proceeding arising out of the
warranty set forth in this Article 7 more than one year after the date on which
the breach of warranty occurred.
d. Limitations
on Liability. You recognize that the price paid for the license rights herein
may be substantially disproportionate to the value of the products to be
designed, stored, managed or distributed in conjunction with the Software. For
the express purpose of limiting the liability of SolidWorks and its licensors
to an extent which is reasonably proportionate to the commercial value of this
transaction, you agree to the following limitations on SolidWorks’ and its
licensors’ liability. Except as required under local law, the liability of
SolidWorks and its licensors, whether in contract, tort (including negligence)
or otherwise, arising out of or in connection with the Software or
Documentation furnished hereunder and any service supplied from time to time
shall not exceed the license fee you paid for the Software or any fee you paid
for the service. In no event shall SolidWorks or its licensors be liable for
special, indirect, incidental, punitive or consequential damages (including
without limitation damages resulting from loss of use, loss of data, loss of
profits, loss of goodwill or loss of business) arising out of or in connection
with the use of or inability to use the Software or Documentation furnished
hereunder and any service supplied from time to time, even if SolidWorks or its
licensors have been advised of the possibility of such damages. However,
certain of the above limitations may not apply in some jurisdictions.
8. European
Software Directive. If the provisions of the Council of European
Communities Directive of May 14, 1991 on the Legal Protection of Computer Programs
as implemented in applicable national legislation (the "Software
Directive") apply to your use of the Software, and you wish to obtain the
information necessary to achieve interoperability of an independently created
computer program with the Software as permitted under Article 6 of the Software
Directive ("Interoperability Information"), you must notify
SolidWorks in writing, specifying the nature of the Interoperability
Information you need and the purpose for which it will be used. If SolidWorks reasonably
determines that you are entitled to such Interoperability Information under the
Software Directive, SolidWorks shall, at its option, either (i) provide such
Interoperability Information to you, or (ii) allow you to reverse engineer the
Software, within the limits and for the purposes prescribed by the Software
Directive, solely to the extent indispensable to obtain such Interoperability
Information. If SolidWorks elects clause (i), you will provide any information
and assistance reasonably requested by SolidWorks to enable SolidWorks to
perform clause (i), and SolidWorks may charge you a reasonable fee for making
available the requested Interoperability Information, unless such a fee is
prohibited under the Software Directive.
9. Shutdown
Feature [not applicable to DWGeditor]. You acknowledge and
agree that the Software contains an automatic shutdown feature (the
"Shutdown Feature") which if activated will render the Software
inoperable. The Shutdown Feature will automatically activate thirty (30) days
after the Software is installed unless an access code that overrides the
Shutdown Feature ("Registration Code") is entered. To obtain your
Registration Code you must register with SolidWorks by providing SolidWorks
electronically the information requested in the installation process. Upon
receipt of the registration information, SolidWorks will issue you a
Registration Code.
10. Export
Rules. You acknowledge that the Software and the Documentation are
subject to the export control laws of the United States or the United Kingdom
and agree not to export or re-export the Software or the Documentation (i.e., move the Software from the country in which
you first licensed it) without the appropriate United States or foreign
government licenses and the written approval of SolidWorks and its licensors.
At the time of the order you must identify the countries in which the PDMWorks
Enterprise software will be installed. In addition, you represent and warrant
that you are not a citizen of, or located within an embargoed or otherwise
restricted nation (including without limitation Cuba, Iran, Libya, North Korea,
Sudan or Syria) and that you are not otherwise prohibited under the export
control laws from receiving the Software. All rights to use the Software are
granted on condition that such rights are forfeited if you fail to comply with
the terms of this agreement.
11. General
Provisions: This Agreement shall be governed by and construed and
enforced in accordance with the substantive laws of The Commonwealth of
Massachusetts without regard to the United Nations Convention on Contracts for
the International Sale of Goods and will be deemed a contract under seal. The
English language version of this Agreement shall be the authorized text for all
purposes, despite translations or interpretations of this Agreement into other
languages. If for any reason a court of competent jurisdiction finds any
provision of this Agreement, or a portion thereof, to be unenforceable, that
provision shall be enforced to the maximum extent permissible and the remainder
of this Agreement shall remain in full force and effect.
12. U.S. Government Restricted Rights. The Software is a
“commercial item” as that term is defined at 48 C.F.R. 2.101 (OCT 1995),
consisting of “commercial computer software” and “commercial software
documentation” as such terms are used in 48 C.F.R. 12.212 (SEPT 1995) and is
provided to the U.S. Government (a) for acquisition by or on behalf of civilian
agencies, consistent with the policy set forth in 48 C.F.R. 12.212; or (b) for
acquisition by or on behalf of units of the department of Defense, consistent
with the policies set forth in 48 C.F.R. 227.7202-1 (JUN 1995) and 227.7202-4
(JUN 1995).
In the
event that you receive a request from any agency of the U.S. government to provide Software with rights beyond those set forth above, you will notify
SolidWorks of the scope of the request and SolidWorks will have five (5)
business days to, in its sole discretion, accept or reject such request.
Contractor/Manufacturer: SolidWorks Corporation, 300 Baker Avenue, Concord, Massachusetts 01742.
13. Canadian
Sales. If you
purchased this product in Canada, you agree to the following:
The parties hereto confirm that
it is their wish that this Agreement, as well as other documents relating
hereto, including Notices, have been and shall be written in the English
language only.
Les parties aux présentes confirment leur volonté que
cette convention de même que tous les documents y compris tout avis qui s’y
rattache, soient rédigés en langue anglaise.
Adobe is
either a registered trademark or a trademark of Adobe Systems Incorporated in
the United States and other countries.
Windows
Desktop Search: PLEASE
NOTE: Microsoft Corporation (or based on where you live, one of its affiliates)
licenses this supplement to you. You may use a copy of this supplement with
each validly
licensed
copy of Microsoft Windows software identified for use with it (the 'software').
You may not use it if you do not have a license for the software. The license
terms for the Microsoft Windows software apply to your use of this supplement.
http://privacy.msn.com
Windows
Desktop Search is covered by the MSN Privacy Statement
Contact Us 
