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Take customization and capability to a whole new level. Deliver what your competition cannot - astounding artworks quickly and easily.
Take customization and capability to a whole new level. Deliver what your competition cannot - astounding artworks quickly and easily.

RELIEF MAKER END USER SOFTWARE LICENSE AGREEMENT

PLEASE READ THIS END USER SOFTWARE LICENSE AGREEMENT (THE “AGREEMENT”) CAREFULLY, AS IT CREATES A LEGALLY BINDING AGREEMENT BETWEEN ALIBRE, LLC, A TEXAS LIMITED LIABILITY COMPANY (“ALIBRE”), AND THE OWNER (“LICENSEE”) OF THE SOFTWARE (DEFINED BELOW).

BY CLICKING AN “I ACCEPT” BUTTON BELOW, YOU REPRESENT THAT YOU ARE DULY AUTHORIZED BY THE LICENSEE TO (A) ENTER INTO THIS END USER LICENSE AGREEMENT AND (B) ACCEPT THE TERMS AND CONDITIONS OF THIS END USER LICENSE AGREEMENT ON BEHALF OF THE LICENSEE.

IF YOU DO NOT HAVE AUTHORITY FROM THE LICENSEE TO ENTER INTO THIS AGREEMENT AND BIND THE LICENSEE TO THE TERMS OF THIS AGREEMENT, OR IF THE LICENSEE DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT SET FORTH BELOW, THEN CLICK ON THE “I DO NOT ACCEPT” BUTTON BELOW. IF YOU CLICK ON THE “I DO NOT ACCEPT” BUTTON, THEN THE LICENSEE WILL NOT BE ALLOWED TO ACCESS OR USE THE SOFTWARE.

YOU ACKNOWLEDGE AND AGREE THAT THE SOFTWARE MAY INCLUDE PRODUCT ACTIVATION AND OTHER TECHNOLOGY DESIGNED TO PREVENT UNAUTHORIZED USE AND COPYING. THIS TECHNOLOGY MAY CAUSE YOUR DEVICE TO AUTOMATICALLY CONNECT TO THE INTERNET, MAY RELY ON LICENSE KEYS, AND MAY PREVENT USES OF THE SOFTWARE THAT ARE NOT PERMITTED. USE AND ACTIVATION OF THE SOFTWARE OPERATES AS YOUR CONSENT TO TRANSMIT CERTAIN DEVICE AND/OR USER INFORMATION TO ALIBRE AND TO THE USE OF LICENSE KEYS.

LICENSE TERMS AND CONDITIONS

1. Definitions

a) “Business Partner” means a third-party organization under a separately executed and written agreement with Alibre whereby Alibre has authorized such third party to promote, market, sell, or support the Software or offer related services. By default, a Business Partner will receive licenses restricted to Business Partner Use.

b) “Business Partner Use” means use of the Software by a Business Partner to provide sales, support, and implementation services to Users and potential Users of the Software for so long as Alibre determines that the Business Partner is actively partnered with Alibre. Licenses granted for Business Partner Use may be used, for example, for the sales and marketing of software licenses to third parties or to provide "for profit" training classes delivered by the Business Partner. Licenses granted for Business Partner Use may not be used to provide fee-
generating design or consulting services through use of the Software.

c) “Commercial Use” means use of the Software by a User in support of any fee-generating, for-profit, or other commercial activities. By default, purchasers of a Software license will receive licenses for Commercial Use.

d) “Country” means the country in which Licensee acquired the right to use the Software from Alibre or a Business Partner. If Licensee acquired the software from Alibre or a Business Partner for use in a Country within the European Union ("EU") or European Free Trade Association ("EFTA"), then for purposes of this definition, Country means any country within the EU or EFTA as applicable.

e) “Device” means a single physical or virtual personal computer, workstation, hand-held device, server, or other electronic device owned or leased by Licensee which may be used only by a User and which accepts information in digital or similar form and manipulates it for a specific result based on a sequence of instructions. Each virtual computing environment Licensee implements counts as a separate Device.

f) “Documentation” means user manuals and any other documents made available by Alibre or a Business Partner to its licensees of the Software that describe operation or License of the Software, whether in printed or electronic form.

g) “Educational Use” means use of the Software for classroom instruction as part of a degree-seeking curriculum or research by staff at an educational institution and not for Commercial Use.

h) “Effective Date” means the earliest date on which the “I accept” button below is selected. In the event that the Software is downloaded or installed multiple times on a Device, as may occur in the event of a re-installation or upgrade, and thus the “I accept” button is selected multiple times by the same Licensee, the Effective Date shall be the first date on which the “I accept” button is selected.

i) “Install” whether or not capitalized means to place a copy of the Software onto a hard disk or any other storage medium or service through any means.

j) “License” means the license granted in Section 2(a) of this Agreement.

k) “License Key” means the license activation key generated by Alibre and provided to Licensee only by Alibre or a Business Partner which identifies: (a) the Software licensed to Licensee; (b) the Permitted Number of Devices and/or Users it may be used on or by; (c) the License Term; (d) the License Type; (e) the Usage Type; and (f) activation codes that Licensee must input on a Device to initialize use of the Software.

l) “License Term” means the length of time Alibre has granted for an applicable license as set forth in the Documentation or the period for which Licensee has paid, whichever is shorter. The License Term begins upon the purchase of the Software. For licenses granted for Commercial, Educational or Viewing Use, the default term is perpetual (subject to Section 7). For licenses granted for Trial Use, the default term is thirty (30) days, and for licenses granted for Business Partner Use, the default term is for so long as Licensee is a Business Partner.

m) “License Type” means a Node Lock License.

n) “Node Lock” means use of the Software on a single Device. Users may switch Devices provided the license is released from the initially licensed Device and applied to a different Device. At its sole discretion and at any time, Alibre may modify a Node Lock License to be operable on more than a single Device simultaneously for the convenience of Licensee. Licensee agrees that Alibre may revoke such extended functionality at its sole discretion at any time, returning the License to be usable on a single Device.

o) “OEM Edition Use” means use of the Software designated by Alibre as an OEM Edition, or words of similar meaning, solely and exclusively in support of the specific hardware or software with which a Business Partner has bundled such Software.

p) “Software” means: (a) the computer software with which this Agreement is provided for use with a Device including but not limited to Alibre and third party software files provided in object-code, machine readable form as well as other computer information; (b) the Documentation and associated information; and (c) any modified versions and copies of, upgrades, updates and additions to the foregoing provided to Licensee by Alibre any time and to the extent not provided under a separate written (including an electronic end user license) agreement.

q) “Third Party Programs” means Software licensed by Vendors.

r) “Trial Use” means use of the Software for trial and evaluation purposes and not for Commercial Use. During Trial Use, some functionality within the Software may be restricted until Licensee acquires another type of license. A License Key authorizing Trial Use for an initial License Term of thirty (30) days is contained within most Software. Unless Alibre authorizes an extended Trial Use by providing a new License Key or modifying the License, Licensee may only use the Software for Trial Use on a single Device.

s) “Usage Type” means use either for Business Partner Use, Commercial Use, Educational Use, OEM Edition Use, Trial Use, or Viewing Use. The default Usage Type is Commercial Use.

t) “Use” whether or not capitalized means to use or benefit from the functionality of the Software.

u) “User” means Licensee or any individual who is: (a) one of Licensee’s full-time, part-time or temporary employees or (b) an independent contractor on assignment for Licensee. In the case of an educational institution, User includes all students, faculty and staff who meet the requirements for Educational Use.

v) “Vendors” means third party licensors of Third Party Programs contained or included in the Software.

w) “Warranty Period” means: (a) for Software installed on Devices, a period of fifteen (15) days after the earlier of the Effective Date or the date of purchase of the Software License

2. LICENSE AND RESTRICTIONS.

a) Grant of License. Upon the Effective Date, and subject to the terms and conditions of this Agreement, Alibre grants to Licensee and Licensee’s Users a perpetual (subject to Section 7), limited, non-exclusive, non-assignable (except as authorized by Section 8(a)), non-sublicensable license to install and use the Software for the Usage Type, with the Permitted Number of Devices and/or by the Permitted Number of Users for the License Type, and for the specified License Term as may be authorized by a License Key (the "License"). Termination of the License for any reason shall not terminate the other terms of this Agreement.

b) Restriction on Distribution of Digital Outputs. Licensee agrees not to sell, distribute, publish, or otherwise make available any digital outputs, digital files, or digital data produced by or derived from the Software, specifically relief files output from Software in STL, OBJ, PNG, JPG, TIFF, and PFM or other future output formats ("Digital Outputs"), whether for commercial gain or otherwise, unless Licensee has entered into a separate written agreement with Alibre, LLC expressly authorizing such behavior. This restriction includes, but is not limited to, sharing Digital Outputs on the internet, digital libraries, social media platforms, digital marketplaces, or through physical media such as CD or DVD.

Licensee is explicitly granted the right to share screenshots or videos of Software for any reason on any platform and to create video content on any platform showing the full workflow of using Software and any downstream processes, even if the display of Digital Outputs occurs, so long as the Digital Outputs themselves are not made available for download.

The spirit of this restriction is not to prevent licensee from showing off their work; rather it is to prevent the creation of vast digital libraries that circumvent the need for other end-users to purchase Software. Should Customer desire to create such libraries or otherwise make Digital Outputs directly available to the public, a separate agreement must be made with Alibre, LLC that properly captures the value of the Software in this context.

The rule of thumb is if you're trying to provide relief files to other people who need relief files for their own projects, you need to contact us first and potentially get a Relief Seller license. If you're using the reliefs for your own projects, whether physical or digital, you do not.

c) Use of Digital Outputs for Physical Products. Notwithstanding the restrictions set forth in subsection (b), Alibre, LLC hereby grants Licensee the right to use Digital Outputs for the purpose of creating physical products ("Physical Products"). Alibre, LLC imposes no restrictions on the sale, distribution, or commercial exploitation of such Physical Products created by Licensee. Licensee is entitled to use Digital Outputs as a basis for manufacturing, producing, or crafting Physical Products in any quantity and for any purpose, including but not limited to commercial sale, without the need for a separate agreement with Alibre, LLC specifically authorizing such activities.
Licensee acknowledges that it is Licensee’s exclusive responsibility to ensure that any digital inputs such as 3D files that Licensee opens in Software are properly licensed by Licensee for the purposes Licensee intends to use Software for.
Licensee acknowledges and agrees that Alibre, LLC provides no warranties or representations concerning the suitability, legality, or safety of any Physical Products created using Digital Outputs derived from the Software, and assumes no liability for any claims, damages, or losses that may arise from the production, sale, or use of such Physical Products. It is the sole responsibility of the Licensee to ensure that Physical Products comply with all applicable laws, regulations, and standards.

d) Intellectual Property Ownership; Reservation of Rights. Licensee acknowledges and agrees that the Software is being licensed by Alibre and not sold. Except for the limited License expressly granted herein, Alibre owns all rights, title, and interests in and to the Software, including without limitation, all patent, copyright, trademark, and trade secret rights therein. The structure, organization, and code, including source code, of the Software are the valuable trade secrets and confidential information of Alibre and its Vendors. No right or license, express or implied, is granted in this Agreement for use of any Alibre trade names, trademarks, or service marks. Any usage of the Software outside the scope of the applicable License grant constitutes an infringement of Alibre’s intellectual property rights as well as a material breach of this Agreement. Alibre and its Vendors reserve all rights in the Software that are not expressly granted in this Agreement.

e) Authorized Users; Restrictions. Licensee shall only permit use of the Software by its officers, employees, contractors, or other individual working on the behalf of Licensee and solely for its own internal business purposes. Licensee may only use the Software in machine readable object code form. Licensee shall use the Software in accordance with the Documentation and as authorized by the License
Key as well as any associated license manager software provided as part of, or used in connection with, the Software. Licensee shall not install, access, copy, or otherwise use the Software except as expressly authorized in this Agreement. Licensee shall not rent, lease, or lend the Software to third parties.

f) Reverse Engineering; Modifications. Licensee agrees that, except and only to the extent permitted by applicable law, it will not reverse engineer, reverse compile, de-compile, or disassemble the Software in any manner or form and will not itself, or permit others to, create or attempt to create, by reverse engineering, reverse compiling, de-compiling, disassembling, or otherwise, the source code for the Software or any other part thereof from the object code, Documentation, or other information made available from Alibre under this Agreement or otherwise (whether oral, written, tangible, or intangible) except to the extent expressly permitted by applicable law notwithstanding this limitation and then only in order to achieve interoperability with the Software. Licensee shall not attempt to modify or alter the Software in any manner or form without the prior written approval of Alibre.

g) Copies. Licensee may not copy the Software in any form, in whole or in part, except that Licensee may make copies for back-up, archival, and disaster recovery purposes. Licensee shall ensure that all copyright, trademark, patent, and confidentiality notices and legends contained in the Software or affixed to tangible media embodying the Software are reproduced in all such copies made by Licensee. All copies of the Software made by Licensee shall be subject to the provisions of this Agreement. Licensee shall prevent any third parties from copying the Software.

h) Notices. Licensee shall not remove, alter, or obscure any notices, including but not limited to copyright, trademark, patent, or confidentiality notice or legend, labels, or marks contained in the Software or affixed to tangible media embodying the Software.

i) Derivative Works. Licensee may not modify, translate, adapt, arrange, or create derivative works based on the Software.

j) Bypass of License Restrictions. Licensee may not utilize any software, equipment, or other means to circumvent or remove any form of copy and license management protection used by Alibre to monitor Software use, or use the Software together with any code, serial number, or activation code obtained from any source other than Alibre or Business Partners.

k) Use After License Term. Licensee may not use the Software after expiration of the License Term.

l) Multiplexing. Use of software or hardware that reduces the number of Devices directly monitored or managed by the Software or directly using the Software (sometimes called "multiplexing" or "pooling" software or hardware) does not reduce the number of licenses required. Licensee is required to have licenses for the Permitted Number of distinct inputs to the multiplexing or pooling hardware/software "front end."

m) Extension of Capabilities. Licensee may develop its own applications that interoperate or integrate with the Software subject to the terms of this Agreement. Alibre prices its Software, among other factors, based on capabilities that we expose to Licensee. Licensee may not extend the Software to enable or unlock capabilities of the Software not specifically identified by Alibre as forming part of the specified end user functionality.

n) Separation of Components. The Software is licensed as a single application. Component parts of the Software may not be separated or installed or used on multiple Devices.

o) Time Sharing and Automated Use. Unless the Software includes functions intended for time sharing and automated use, Licensee may not use the Software in an automated, unattended, non-interactive server application or component where: (i) multiple User requests from different Users are queued for processing; or (ii) multiple requests from one User are queued for processing but acting against content created or edited by other Users. Examples which would violate this Section include but are not limited to use as an automated file translation service. 

p)Competitive Evaluation. Unless specifically authorized by Alibre in writing, if Licensee is a competitor to Alibre’s business, it may not use the Software for competitive evaluation.

q) Installation and Support. Except as otherwise provided in a separate service agreement between Alibre and Licensee, Licensee shall be responsible for installation, maintenance, and support of the Software.

r) Licensee Keys. Licensee acknowledges that the Software may contain license keys or other programming routines capable of restricting use of the Software to a particular processor or computer or prohibiting use of the Software after the date on which Licensee is no longer authorized to use the Software.

s) Internet Connection. Licensee understands that certain Software licenses will require the Device to have an internet connection. For example, Node Lock Licenses require the Device to have an internet connection.

t) Updates and Upgrades. Licensee may not use any Software identified as an update or upgrade unless it is properly licensed to use Software which Alibre has identified as being eligible for such update or upgrade as applicable. Updates and upgrades may only be provided to Licensee if it is under an active maintenance agreement with Alibre or if it has paid the applicable fees for such update or upgrade. After Licensee installs such update or upgrade, it may continue to use any such previous version in accordance with its end-user license agreement only if: (a) the upgrade or update and all previous versions are installed on the Device; (b) the previous versions or copies thereof are not transferred to another party or Device unless all copies of the update or upgrade are also transferred and (c) Licensee acknowledges that any obligation that Alibre may have had to support the previous version(s) under a separate written agreement may be ended upon the availability of the update or upgrade. Upgrades and updates may be licensed to Licensee by Alibre with additional or different terms.

u) High Risk Activities. The Software is not fault-tolerant and is not designed, manufactured, or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct lift support machines, or weapons systems, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage ("High Risk Activities"). Alibre specifically disclaims any express or implied warranty of fitness for High Risk Activities.

v) U.S. Government Restricted Rights. If the Software is acquired for or on behalf of the United States of America, its agencies and/or instrumentalities ("U.S. Government") it is provided with RESTRICTED RIGHTS. The Software and Documentation are "commercial computer software" and "commercial computer software documentation" as well as "restricted computer software." Use, duplication, or disclosure by the U.S. Government is subject to restrictions set forth in subparagraphs (a) through (d) of the Commercial Computer Software-Restricted Rights at FAR 52.227-19 when applicable, or in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013. Contractor/Manufacturer is Alibre, LLC.

w) Laws. Licensee agrees to comply with all United States and other applicable laws and regulations that apply to the Software, including all United States export and import laws and regulations. Licensee agrees not to download or otherwise export or re-export the Software or any underlying information or technology except in full compliance with such laws. Licensee acknowledges that the Software, Documentation, and/or underlying information or technology may not be downloaded, accessed or otherwise exported or re-exported: (a) into (or to a national or resident of) Cuba, Libya, Sudan, North Korea, Iran, Syria or any other country subject to a U.S. embargo; or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department’s Denied Parties List or Entity List. By using the Software, Licensee represents and warrants that: (x) no United States federal agency has suspended, revoked, or denied its export privileges, (y) Licensee is not located in or under the control of a national or resident of any such country or on any such list, and (z) Licensee will not export or re-export the Software to any prohibited country, or to any prohibited person, entity, or end-user as specified by U.S. export controls or any other applicable jurisdiction, including but not limited to the United States Export Administration Regulations and end-user, end-use, and country destination restrictions issued by the United States and other governments. Licensee shall indemnify, defend, and hold Alibre harmless for any breach of Licensee’s obligations pursuant to this Section.

3. CONFIDENTIALITY.

a) Acknowledgement. Licensee acknowledges that the Software is confidential and proprietary to Alibre, and that the Software contains valuable trade secrets of Alibre.

b) Obligations. Licensee shall not disclose the Software and shall exercise at least reasonable care to prevent disclosure of the Software to third parties other than approved assignees as provided in Section 8(a). Licensee shall not use the Software for any purpose other than as expressly authorized herein.

4. LIMITED WARRANTY.

a) Limited Warranty. Alibre warrants to the original purchaser of the Software that, when properly installed on computer equipment and in an operating environment meeting or exceeding specifications for such equipment and environment published by Alibre, the Software will perform substantially in accordance with the accompanying Documentation for the Warranty Period. Alibre does not warrant that the Software or the functions contained in the Software will meet Licensee’s requirements. LICENSEE’S SOLE AND EXCLUSIVE REMEDY, AND ALIBRE’S SOLE AND EXCLUSIVE LIABILITY, FOR FAILURE OF THE SOFTWARE TO MEET THE FOREGOING LIMITED WARRANTY IS THAT ALIBRE WILL, AT ITS OPTION, REPAIR OR REPLACE DEFECTIVE SOFTWARE OR, WITH RESPECT TO SOFTWARE FOR WHICH A SEPARATE LICENSE FEE HAS BEEN PAID, REFUND SUCH SEPARATE LICENSE FEE; PROVIDED THAT LICENSEE PROVIDES WRITTEN NOTICE OF ANY SUCH DEFECT TO ALIBRE WITHIN THE WARRANTY PERIOD. THE FOREGOING EXCLUSIVE REMEDY SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW, EVEN IF SUCH EXCLUSIVE REMEDY FAILS ITS ESSENTIAL PURPOSE. The foregoing limited warranty shall not apply to any failure of the Software to perform substantially in accordance with the Documentation caused by operator error, hardware defects, viruses, use of the Software with incompatible software or hardware, or modifications to the Software made by any
person other than Alibre. Licensee agrees to reimburse Alibre, on a time and materials basis, for time Alibre spends investigating alleged defects that are determined by Alibre not to be covered by the foregoing limited warranty.

b) No Other Warranties. EXCEPT FOR THE FOREGOING LIMITED WARRANTY, THE SOFTWARE IS PROVIDED "AS IS," “WITH ALL ITS FAULTS” AND WITHOUT WARRANTY OF ANY KIND. ALIBRE DISCLAIMS ALL SUCH OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AVAILABILITY, NONINFRINGEMENT, COMPATIBILITY, SECURITY, OR ANY WARRANTIES ARISING FROM USAGE IN TRADE OR A COURSE OF DEALING. LICENSEE ACKNOWLEDGES THAT THE SOFTWARE IS MERELY A TOOL AND NOT A SUBSTITUTE FOR PROFESSIONAL JUDGMENT AND LICENSEE ASSUMES SOLE RESPONSIBILITY FOR THE INSTALLATION, USE, AND RESULTS OBTAINED FROM USE OF THE SOFTWARE. ALIBRE DOES NOT WARRANT THAT ACCESS TO OR USE OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ALL DEFECTS AND ERRORS IN ANY OF THE SOFTWARE WILL BE CORRECTED, OR THAT THE SOFTWARE WILL MEET ANY PARTICULAR CRITERIA OF PERFORMANCE OR QUALITY.

5. LIMITATION OF LIABILITY.

Alibre’s entire liability to Licensee under this Agreement (including anyone making a claim through its use of the Software) and its exclusive remedy shall be that, Alibre will, at its option, repair or replace the Software where there is a reproducible material variance from the specifications set forth in the accompanying Documentation that is reported within the Warranty Period, so long as the Software has not been modified, misused, or abused. ALIBRE AND ITS VENDORS SHALL NOT BE LIABLE FOR (A) INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, OR INDIRECT DAMAGES OF ANY SORT, WHETHER ARISING IN TORT, CONTRACT, OR OTHERWISE (INCLUDING ANY LOST PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR PERSONAL INJURY), EVEN IF ALIBRE HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR (B) FOR ANY CLAIM BY ANY OTHER PARTY. IN NO CASE SHALL ALIBRE’S CUMULATIVE LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT OF THE LICENSE FEE RECEIVED BY ALIBRE FOR THE SOFTWARE OR, IN THE EVENT THAT THE LICENSE WAS NOT SEPARATELY PRICED, AN AMOUNT NOT TO EXCEED FIVE THOUSAND US DOLLARS ($5,000). NO ACTION, REGARDLESS OF FORM, MAY BE BROUGHT BY LICENSEE MORE THAN ONE (1) YEAR AFTER THE EVENT GIVING RISE TO THE CAUSE OF ACTION HAS OCCURRED. THE FOREGOING LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. ALIBRE PRICES ITS SOFTWARE WITH THE ALLOCATION OF RISK SET FORTH IN THE AGREEMENT, AND LICENSEE ACKNOWLEDGES THAT ALIBRE WOULD PRICE AND PACKAGE THE SOFTWARE DIFFERENTLY IN THE ABSENCE OF THIS ALLOCATION OF LIABILITY AND THE DISCLAIMERS SET FORTH IN THIS AGREEMENT.

6. INDEMNIFICATION.

Licensee agrees to indemnify, defend, reimburse, and hold harmless Alibre, its affiliated companies, and their respective officers, directors, shareholders, employees, consultants, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating in any way to: (a) Licensee’s use of the Software; (b) Licensee’s violation of this Agreement; and (c) any action, proceeding or claim asserted against any of the foregoing based upon an allegation that a CAD or other file processed by the Software or an object created using the Software (i) violates any statutes, regulations, ordinances, or other laws, (ii) creates any product liability claim relating to the design, manufacturing, or other operation relating to the creation of a tangible object, or (iii) infringes any patent, copyright, trademark right, or other right of any third party.

7. TERMINATION.

a) General. Alibre may terminate this Agreement (and the License granted herein) in the event that Licensee: (i) defaults in the performance of any material obligation hereunder; (ii) defaults in the performance of any material obligation under any agreement pursuant to which Licensee has agreed to pay Alibre a fee for the License of the Software; or (iii) becomes unable to pay its debts when in the ordinary course, makes an assignment for the benefit of its creditors or becomes insolvent.

b) Licensee’s Obligations Upon Termination. Upon the termination of this Agreement, Licensee shall immediately cease use of the Software and return to Alibre all existing tangible copies of the Software along with certification from an officer of Licensee that all electronic copies of the Software in Licensee’s possession or control have been permanently destroyed.

8. MISCELLANEOUS.

a) No Assignment. This Agreement, the License and any other rights hereunder are non-assignable by Licensee without Alibre’s written consent and any purported assignment shall be null and void.

b) Governing Law and Venue. This Agreement shall be governed, interpreted and enforced in accordance with the laws of the State of Texas and the obligations, rights, and remedies of the parties hereunder shall be determined in accordance with such law without resort to the conflict of law provisions thereof. The parties each consent to sole and exclusive jurisdiction and venue in a state or federal court of competent jurisdiction in Dallas, Texas for any dispute arising out of or in connection with this Agreement and each party irrevocably consents to such personal jurisdiction and waives all objections to this venue. The United Nations Convention on Contracts for the International Sale of Goods and its related instruments will not apply to this Agreement.

c) Injunctive Relief. Licensee acknowledges and agrees that any violation of any term or condition in this Agreement would cause Alibre irreparable harm for which there would be no adequate remedy at law. Accordingly, Alibre shall be entitled to preliminary and other injunctive relief against any such violation without any requirement to post a bond. Such injunctive relief shall be in addition to any other rights or remedies that Alibre may have at law or in equity including, but not limited to, damages.

d) Entire Agreement. This Agreement constitutes the entire agreement between the parties as to its subject matter and supersedes any and all prior agreements, negotiations, proposals, and representations, oral or written, relating to the subject matter hereof. No provision of this Agreement may be changed, modified, or amended except by an agreement in writing, signed by the parties hereto; with the exception that updated terms may be provided to Licensee with any upgrade delivered to Licensee. This Agreement shall be binding on the parties hereto and their respective heirs, successors, and permitted assigns. Any conflicting terms or conditions which may accompany Licensee’s order do not apply. If this Agreement is translated into a language other than English and there is a conflict of terms between the English and the other language, the English version will control (except for any officially translated non-English version included by Alibre into the Software). Licensee should keep a copy of this Agreement for its records.

e) Severability. Should any provision of this Agreement or part thereof be held under any circumstances in any jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability of any other provision of this Agreement or other part of such provision. This Agreement is entered into only for the benefit of Alibre and Licensee and no third party, other than Vendors, is an intended beneficiary hereof.

f) No Assignment or Transfer. Licensee may not distribute, rent, loan, lease, sublicense, or otherwise transfer or assign all or any portion of the Software, or any rights granted in this Agreement, to any third party without Alibre’s prior written consent. Any purported assignment in violation of the foregoing shall be void and of no effect. Licensee may transfer the Software licensed for Commercial Use and the rights granted under this Agreement to a different Device internal to its organization and within the Country provided Licensee first
completely removes the Software from all prior Devices. Transfers of the Software outside of the Country in which Licensee originally and lawfully obtained the right to use it with a License Key are not permitted under any circumstances. In order to accomplish an internal transfer, Licensee may have to contact Alibre and fees may apply.

g) Feedback, Updating, and Data Collection. Licensee may contact Alibre with input regarding its reactions, comments, and suggestions for improvement regarding the Software, including but not limited to usability, missing features, functional errors, and bug reports. All such reports and other feedback provided to Alibre may be used by Alibre for any purpose whatsoever without royalties or other compensation of any kind to Licensee, and Alibre will be the sole owner of any and all programs, documentation, inventions, or improvements developed by Alibre that may relate to such reports and feedback. Licensee agrees that Alibre may collect and use information gathered as part of support and other services provided to Licensee. Licensee acknowledges and agrees that the Software may cause its Device to automatically connect to the Internet to check for updates or upgrades that may be available for automatic download and to let Alibre know that any such update or upgrade has installed successfully. Alibre may also automatically collect and report back to Alibre information about the Software and Licensee’s usage along with limited information about the Device and/or other third-party applications.

h) License Key. Installation, access, and continued use of the Software may require use of a License Key and/or registration. Licensee must register its acquisition of the Software license with Alibre before any License Key will be issued. A License Key may disable the Software if Licensee tries to transfer it to another Device, if Licensee makes material changes to the operating system or time control mechanisms of the Device, or if Licensee attempts to use the Software past the License Term. Licensee agrees that Alibre may automatically connect to one or more Devices to install a License Key and to let Alibre know that any such License Key has installed successfully.

i) Reporting and Inspection. Licensee agrees to keep accurate and up to date records of its Software license rights, including but not limited to the numbers and locations of all copies of the Software made by or for Licensee. It is Licensee’s responsibility to supervise and control the use of the Software in accordance with the terms of this Agreement notwithstanding that Alibre may provide Licensee with software tools or other assistance to support Licensee in that regard. To ensure compliance with this Agreement, Licensee agrees that upon reasonable notice, Alibre, or its representatives, shall have the right to inspect and audit its installation and use of the Software. Any inspection or audit will be conducted during regular business hours at Licensee’s facility or electronically. In conjunction with any such audit or inspection, Licensee agrees to provide copies of its records relating to installation and use of the Software to Alibre. If the inspections disclose that Licensee has installed or used the Software in any way that is not permitted under this Agreement then Alibre may terminate this Agreement immediately and Licensee is liable to pay for any unpaid license fees as well as reasonable costs of the inspection and audit. Licensee agrees to promptly notify Alibre or its chosen Business Partner if its Software usage exceeds its License. In addition, and without limiting the foregoing, Licensee agrees to have an authorized officer or manager of its organization fully document and certify that use of the Software conforms to this Agreement within fourteen (14) calendar days after Alibre’s request. Nothing in this section shall be deemed to limit any legal or equitable remedies available to Alibre for violation of this Agreement or applicable law.

j) Third Party Programs. The Software may contain or include Third Party Programs licensed by Vendors. Vendor software is licensed for use solely in conjunction with the Software and not for any other use. Certain Third Party Programs are subject to additional third party license terms as specified by their respective Vendors, and these terms are included in the Documentation and/or in the installation files provided with the Software. By using the Software, Licensee agrees to comply with these additional third party terms for the benefit of the applicable Vendors. Otherwise, the terms and conditions of this Agreement apply to all Third Party Programs. All Vendors are intended third-party beneficiaries of this Agreement. ALIBRE PROVIDES THIRD PARTY PROGRAMS TO LICENSEE “AS IS.”

k) Captions. The captions used in this Agreement have been inserted only for reference purposes and shall not be deemed to govern, limit, modify, or otherwise affect the scope, meaning, or intent of any of the provisions or terms of this Agreement. 

l) Relationship. This Agreement does not create a partnership, joint venture, or agency relationship between the parties. Neither Licensee nor Alibre shall have any right, power, or authority to act as a legal representative of the other or otherwise to obligate or bind the other.

m) Survival of Provisions. The terms and provisions of Sections 3, 5, 6, and 7(b) of this Agreement shall survive the termination of this Agreement.

n) No Waiver. No consent to or waiver of any provision of this Agreement by Alibre shall be deemed a consent to or waiver of any other provision hereof, whether or not similar, or a continuing consent or waiver unless otherwise specifically provided.