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DASSAULT SYSTEMES

3DVIA WEBSTORE END USER LICENSE AGREEMENT

This End User License Agreement is between DASSAULT SYSTEMES AMERICAS CORPORATION, a Delaware corporation with an office c/o Dassault Systèmes SolidWorks Corporation, 175 Wyman St., Waltham, MA (hereinafter the "Company"), and the individual or the legal entity to whom Company has provided the Commercial Content(s) as defined below (hereinafter “You” or “Your”).

By clicking on the “I accept” button [or by downloading, by uploading, copying, accessing or otherwise using all or any part of the Commercial Content], You agree to enter into this Agreement and be bound by all the terms of this Agreement. If You do not agree to all or part of the terms and conditions of this Agreement, do not download or use the Commercial Content.

The Commercial Content is protected by all applicable copyright laws and international copyright treaties, as well as all other applicable intellectual property laws. All Commercial Contents provided by Company and all copies including compilations, revisions, and updates thereof shall remain the sole property of Company or its suppliers or licensors.

COPYING OR USING ALL OR PART OF THE COMMERCIAL CONTENT OR ANY DOCUMENTATION (AS DEFINED BELOW), EXCEPT AS PERMITTED BY THIS AGREEMENT, IS UNAUTHORIZED AND CONSTITUTES A MATERIAL BREACH OF THIS AGREEMENT AND AN INFRINGEMENT OF THE COPYRIGHT, AUTHORS’ RIGHTS AND OTHER INTELLECTUAL PROPERTY RIGHTS IN SUCH COMMERCIAL CONTENT AND DOCUMENTATION. IF YOU COPY OR USE ALL OR ANY PART OF THE COMMERCIAL CONTENT WITHOUT ENTERING INTO THIS AGREEMENT OR OTHERWISE OBTAINING WRITTEN PERMISSION FROM COMPANY, YOU ARE VIOLATING COPYRIGHT, AUTHORS’ RIGHTS AND OTHER APPLICABLE INTELLECTUAL PROPERTY RIGHTS. YOU MAY BE LIABLE TO COMPANY AND ITS LICENSORS FOR DAMAGES AND YOU MAY BE SUBJECT TO CRIMINAL PENALTIES.

By accepting this Agreement, You represent that You are at least 18 years old and capable of entering into a legally binding agreement. If You are acting on behalf of a business entity, You represent that You are duly authorized to represent the business entity and to legally bind the entity to the terms of this Agreement.

This End User License Agreement is applicable to any licenses granted by Company on the Commercial Content(s) as defined below.


1. DEFINITIONS

Agreement means this 3DVIA Webstore End User License Agreement, which is comprised of this agreement and the applicable electronic order placed by You with Company for ordering the Commercial Content.

Commercial Content means the 3D models and scenes or other content that Company has agreed to distribute via the 3DVIA Webstore.

Effective Date means, for any Commercial Content, the date on which the Commercial Content is downloaded by You.

Incorporated Content means Commercial Content that has been combined with significant additional value such as website or digital text or graphics, models, scenes or other content to create a derivative work which is an application or product or scene in which the Commercial Content cannot be extracted and used as stand-alone Commercial Content without the use of reverse engineering or de-compilation tools or techniques.

Order means the electronic order placed by You with Company for ordering the Commercial Content.

3DVIA Webstore means a service provided by Company to enable You to purchase a license to download and use Commercial Content(s).

2. GRANT OF RIGHT AND LICENSE BY COMPANY

2.1 Grant. Upon the Effective Date and subject to the terms and conditions of this Agreement, including the payment in full of the licensee fee applicable to each license of Commercial Contents, Company grants You a non-exclusive, non-transferable, worldwide and royalty free license to use the Commercial Content only to be inserted in an Incorporated Content for Your personal purposes or for Your own business purpose subject to the terms of section 2.2 hereunder. The Commercial Content, only as inserted in an Incorporated Content, may be modified, reproduced, posted, displayed, promoted, publicly performed, digitally performed or transmitted in any medium now known or hereafter invented for Your personal purposes or for Your own business purpose such as for, but not limited to (i) insertion in website designs; email marketing; or other digital publications,(ii) insertion in multimedia presentations and incorporation into film and video for television, internet broadcast, theatrical display and/or home video market, (iii) insertion in software or as part of a game if Commercial Content is contained inside a proprietary format and displays inside the software or game during use. (iv) as published within a book, poster, t-shirt, packaging or other tangible item, (v) as part of a physical object such as a toy, doll or model.

You may permit an independent contractor to use the Commercial Content to create Incorporated Content on your behalf as long as the independent contractor complies with all of the restrictions of this Agreement and does not obtain or retain any rights in the Incorporated Content.

All rights in the Commercial Content not expressly granted herein are reserved by Company for itself and its licensors.

2.2 Restrictions. You are not authorized to use the Commercial Contents (i) for display, publication or distribution to third parties on a stand-alone basis outside of the additional material making up the application or product or scene, (ii) to grant sub-licenses to the Commercial Content on a standalone basis, (ii) to disassemble or decompile any element of Commercial Content (such as textures) for re-use outside of the Commercial Content, (iii) in a manner that competes with the 3DVIA Webstore business, including without limitation, selling, licensing or distributing the Commercial Content(s) or any Incorporated Content as stand-alone files for re-distribution, or post Commercial Content or Incorporated Content as part of an online database, electronic bulletin board, model library, model catalog or any other database, or any derivative product containing the Commercial Content in such way that would allow multiple third parties to download, extract or access the Commercial Content or the Incorporated Content or any elements of the Commercial Content or Incorporated Content as a stand-alone file, (iv) to include the Commercial Content or Incorporated Content in any electronic template or application, including those that are web-based, where the purpose is to create multiple impressions of an electronic or printed product for use by multiple third parties, including but not limited to website design templates, presentation templates, electronic greeting cards, business cards or any other electronic or printed matter, (v) to share the Commercial Content with any other person or entity except as expressly permitted under this Agreement, (vi) to incorporate the Commercial Content into a trademark or service mark, (vii) to take any action in connection with the Commercial Content that violates any law, regulation or statute in an applicable jurisdiction, (viii) to reproduce, post, display, license, sublicense or otherwise make available any Incorporated Content that is offensive, indecent, unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, pornographic, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable or contrary to all applicable laws and regulations or that harms minors in any way.

2.3 Sublicense of Incorporated Content. If You are an independent designer, You may grant your customers or clients a sublicense to reproduce, post, display, promote, publicly perform, digitally perform or transmit for their own commercial or promotional purposes, the Commercial Content only as part of Incorporated Content that has been created specifically for such customer or client. Such customer or client shall not disassemble, de-compile or reverse engineer Incorporated Content in order to obtain access to and use and/or re-publish, on a standalone basis, any Commercial Content or element of Commercial Content (such as, without limitation, textures). If Your customer is a software developer, You may give him the right to grant sublicenses to use the Incorporated Content in such software. If your customer is a film or video-maker, You may give him the right to grant sublicenses to display and publicly perform the Incorporated Content in such film. Other than as permitted for software developers or film or video-makers, no further sublicense by your customer or client is permitted. Any sublicense You grant, as an independent designer, must be as restrictive as to Commercial Content and as protective of Company as the terms of this Agreement. Any other person or entity who wishes to work with Commercial Content rather than Incorporated Content must obtain its own license from Company.

3. PRICE AND PAYMENT OBLIGATIONS

In consideration of the rights and licenses provided hereunder, You shall pay the license fees applicable to each Commercial Content and at the price identified on the 3DVIA Webstore. All license fees of Commercial Content from 3DVIA Webstore are payable in 3DVIA credits. You must purchase 3DVIA credits on the 3DVIA Webstore and purchases of all 3DVIA credits are final and non-refundable.

Subject to section 5 hereinafter, license fees are refundable in 3DVIA Webstore credits only.

You agree you are responsible for all use, sales, value-added and similar taxes and duties imposed by any governing authority in any jurisdiction in connection with the license granted to you under this Agreement. Such taxes are also payable in 3DVIA Webstore credits.

4. INTELLECTUAL PROPERTY RIGHTS

Company or its licensors own and will retain all copyright and other intellectual property rights in and to the Commercial Content(s). All intellectual property rights in the Commercial Content(s) belong exclusively to Company or its licensor.

You shall not remove any notice of copyright, trademark or other intellectual property right, or other information that may appear on, embedded in, or in connection with the Commercial Content in its original downloaded form, it being understood that you shall reproduce any and all such notices in any backup copy of the file comprising the Commercial Content that you make.

You shall not take any action in connection with the Commercial Content that violates or infringes the intellectual property or other rights of any person or entity, including, without limitation, the moral rights of the creator of the Commercial Content and the rights of any person who, or any person whose property, appears in the Commercial Content.

5. WARRANTIES, LIMITATION AND DISCLAIMER OF WARRANTIES

In the event the Commercial Content you have chosen does not conform to the description and characteristics given in the 3DVIA Webstore, your sole and exclusive remedy shall be the replacement of the non-conforming Commercial Content with another Commercial Content of your choice on the 3DVIA webstore of the same value.

Company and its licensors do not warrant the quality of the Commercial Content, that your access to the Commercial Content will be error-free, or that the Commercial Content or the performance or results you may obtain by using the Commercial Content will meet your requirements.

The express warranties set forth in this Agreement are the only warranties given by COMPANY with respect to the Commercial Content furnished hereunder; COMPANY and its licensors make no other warranties, express, implied or arising by custom or trade usage, and specifically disclaim the warranties of merchantability, non-infringement, title and fitness for a particular purpose

6. LIMITATION OF LIABILITY

In no event shall COMPANY or its licensors be liable for special, indirect, incidental or consequential damages (including without limitation damages resulting from loss of use, loss of data, loss of profits or loss of business) arising out of or in connection with the use of or inability to use the Commercial Content furnished hereunder, even if COMPANY or its licensors have been advised of the possibility of such damages.

IN NO EVENT SHALL COMPANY’s TOTAL AGGREGATE LIABILITY TO YOU, OR TO ANY THIRD PARTY CLAIMING THROUGH YOU, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE COMMERCIAL CONTENT EXCEED THE MONETARY AMOUNT ACTUALLY RECEIVED BY COMPANY FROM YOU FOR YOUR USE OF THE APPLICABLE COMMERCIAL CONTENT.

7. TERM AND TERMINATION.

The license granted herein on from the Effective Date will continue until it is terminated in accordance with this Section 7. You may terminate this license at any time. Company may terminate the license granted herein immediately upon written notice to you (i) for justified cause, including without limitation breach of any provision of Section 2 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 stop using the Commercial Content, destroy all copies of the Commercial Content covered by the license, including, without limitation, in Incorporated Content, and delete or remove all Commercial Content and all derivative works from your premises, computer systems and storage (electronic and physical) and shall ensure that your clients and customers do likewise. At Company’s written request, You will certify in writing to such destruction of the Commercial Content, derivative works and/or related materials. After termination, any licenses you have granted to third parties in full compliance with the terms of this Agreement may continue but you may not grant any new licenses. Any licenses you may have granted in violation of this Agreement are void. No refund of credit is due for any termination of this license.

8. INDEMNITY

You agree to comply with all local laws and regulations, including, without reservation, intellectual property laws, rights of publicity and defamation, and export control and technology transfer laws, regarding the use of the Commercial Content. In particular, you agree that you will not use the Commercial Content in connection with or for the purposes of designing, developing or producing missiles, chemical/biological or nuclear weapons.

You agree to defend, indemnify and hold harmless Company, its licensors and their subsidiaries, affiliates, officers and employees from and against any claim, suit or action arising from or in any way related to your use of the Commercial Content or your violation of this Agreement.

9. MISCELLANEOUS

9.1 Severability 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.

9.2 Transfer, Assignment. Company shall have the right, in its sole discretion, to assign any or all of its rights and obligations under this Agreement. You shall not have the right to assign or sublicense any rights or obligations under this Agreement.

9.3 Notices Any notice required by this Agreement shall be in writing (either by email or regular mail). Notices to Company shall be sent to:

Dassault Systemes Americas Corp., 175 Wyman St., Waltham, MA 02451, Attn: 3DVIA CEO.

9.3 Entire Agreement .You agree that this Agreement supplements the Terms of Use for the 3dvia.com website relating to Commercial Content. In the event of conflict, the terms of this Agreement shall control. This Agreement, as supplemented by the Terms of Use for the 3dvia.com website, is the complete and exclusive statement of your agreement with Company relating to the Commercial Content and supersedes any other agreement, oral or written, or any other communications between you and Company relating to the Commercial Content.

9.4 Governing Law and Jurisdiction If you are resident in the United States, the terms of 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. Any legal proceeding brought by either party relating in any way to this Agreement shall be commenced and maintained in the courts of The Commonwealth of Massachusetts or the United States District Court for the district of Massachusetts for which purpose each of the parties irrevocably consents and submits to the exclusive jurisdiction and venue of both such courts in respect of any such proceeding.

If you are resident in a country other than the United States, the terms of this Agreement shall be governed by and construed and enforced in accordance with the laws of the country where you are resident without regard to the United Nations Convention on Contracts for the International Sale of Goods. Any legal proceeding brought by either party relating in any way to this Agreement shall be commenced and maintained in the courts of the country where you are resident for which purpose each of the parties irrevocably consents and submits to the exclusive jurisdiction and venue of such courts in respect of any such proceeding.

9.5 Survival. The provisions of Articles 2.2, 3, 5, 6, 7, 8 and 9 of this Agreement shall survive any termination of this Agreement.