NETFABB END-USER LICENSE AGREEMENT SEPTEMBER 2014
PLEASE READ THE FOLLOWING CAREFULLY AS IT AFFECTS YOUR LEGAL RIGHTS:
THE LICENSE GRANT MADE TO YOU PURSUANT TO THIS END-USER LICENSE AGREEMENT (THIS “AGREEMENT”) IS CONDITIONED UPON YOUR ACCEPTANCE OF ITS TERMS. IF YOU DO NOT AGREE WITH THIS AGREEMENT’S TERMS, YOU SHOULD RETURN THE SOFTWARE AND ANY DOCUMENTATION AND THE DONGLE, AND YOU WILL RECEIVE A FULL REFUND FOR ANY MONIES PAID FOR THE SOFTWARE. IF YOU INSTALL THE SOFTWARE ON YOUR COMPUTER YOU HAVE ACCEPTED THE TERMS OF THIS AGREEMENT AND ARE BOUND BY ITS PROVISIONS.
1. License. The software (the "Software"), no matter how delivered (e.g. as an download on-line, in CD form), as well as any and all related documentation ("Documents") are licensed to you by Netfabb (“Netfabb”), a limited company registered under the laws of the Federal Republic of Germany with registered offices in Steinmühler Str. 2a, 92331 Parsberg, Germany. This License is non-exclusive, with Netfabb retaining the right to license the Software and/or Documents to any other party at Netfabb’s sole discretion. This license is not a sale and except for the license granted below, Netfabb retains all right, title and interest in and to the Software and Documents and any copies thereof. This License allows you to use the Software and Documents on a single fixed personal computer system or on a single mobile computer system (the “Host System”), and to make one copy of the Software in machine-readable form and one copy of the Documents in hard-copy form for backup purposes only. You must reproduce on any such copy (in whatever form such copy may be) the Netfabb copyright notice and any other proprietary legends that are on the original copy of the Software and Documents.
2. Restrictions. The Software contains copyrighted material, trade secrets, and other proprietary information, and in order to protect them you may not reverse engineer, disassemble, or otherwise reduce the Software to a human-perceivable form except to the extent that it is unallowable to prohibit such acts under applicable law. You may not modify, network, rent, lease, loan, sell, distribute, or create derivative works based upon the Software or Documents in whole or in part. You may not electronically transfer the Software from one computer to another over a network. In addition, you may not remove, obscure, or alter any proprietary rights or notices affixed or contained in the Software or Documents. All rights not expressly granted are reserved by Netfabb.
3. Termination. This License is effective until terminated. You may terminate this License at any time by destroying the Software or Documents and all copies thereof. If you fail to comply with any provision of this License, this License will terminate immediately without notice from Netfabb and other legal remedies will become available to Netfabb. Upon termination, you must destroy the Software, Documents and all copies thereof.
4. Export Law Assurances. You agree and certify that the Software will not be exported from the jurisdiction in which you acquired it except as permitted by the applicable laws of such jurisdiction.
5. Disclaimer of Warranty on Software. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SOFTWARE IS AT YOUR SOLE RISK. THE SOFTWARE AND DOCUMENTS ARE PROVIDED "AS IS" AND WITHOUT WARRANTY OR CONDITION OF ANY KIND AND NETFABB EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NETFABB DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY DEFECTS IN THE SOFTWARE WILL BE CORRECTED. FURTHERMORE, NETFABB DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SOFTWARE OR DOCUMENTS IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY NETFABB OR AN AUTHORIZED REPRESENTATIVE THEREOF SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. SHOULD THE SOFTWARE PROVE DEFECTIVE, YOU (AND NOT NETFABB OR ANY AUTHORIZED REPRESENTATIVE) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION. SOME STATES AND JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
6. Limitation of Liability. UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL NETFABB OR ITS SUPPLIERS BE LIABLE FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR RELIANCE THAT RESULT FROM THE USE OF OR INABILITY TO USE THE SOFTWARE OR RELATED DOCUMENTATION, EVEN IF NETFABB OR A NETFABB AUTHORIZED REPRESENTATIVE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. SOME JURISDICTIONS MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. In no event shall Netfabb’s total liability to you for all damages, losses, and causes of action (whether in contract, tort (including negligence), or otherwise) exceed the amount paid by you for the Software.
7. Controlling Law; Competent Courts. This Agreement will be governed by and construed in accordance with the laws of the Federal Republic of Germany without reference to conflict of laws principles. Any disputes under this Agreement may be brought in the courts located at the registered address of Netfabb, and the Parties hereby consent to the personal jurisdiction and exclusive venue of these courts. THE UN CONFERENCE ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IS HEREBY EXPRESSLY DISCLAIMED.
8. Injunctive Relief. Each Party acknowledges that its breach of this Agreement may cause irreparable damage to the other Party and hereby agrees that the other Party will be entitled to seek injunctive relief under this Agreement, as well as such further relief as may be granted by a court of competent jurisdiction.
9. Severability. If any provision of this Agreement is found by a proper authority to be unenforceable or invalid, such unenforceability or invalidity will not render this Agreement unenforceable or invalid as a whole and, in such event, such provision will be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions.
10. Assignment. Neither Party will assign or transfer any rights or obligations under this Agreement without the prior written consent of the other Party, except that a Party may assign this Agreement without such consent to its successor in interest by way of merger, acquisition or sale of all or substantially all of its assets.
11. Notices. All notices or reports permitted or required under this Agreement will be in writing and will be delivered by personal delivery, electronic mail, facsimile transmission or by certified or registered mail, return receipt requested, and will be deemed given upon personal delivery, five (5) days after deposit in the mail, or upon acknowledgment of receipt of electronic transmission. Notices will be sent to the addresses set forth at the end of this Agreement or such other address as either Party may specify in writing.
12. Waiver A waiver of a breach or default under this Agreement will not be a waiver of any other default. Failure by either party to enforce compliance with any term of this Agreement will not be a waiver of that term.
13. Entire Agreement; Amendments This Agreement states the final, complete, and exclusive agreement between the parties with respect to the subject matter and supersedes any previous oral or written communications, representations, understandings, or agreements with respect to that subject matter. Any representations, warranties, or statements made by either party that differ from the terms of this Agreement will be given no force or effect. No course of dealing or usage of trade or course of performance will be relevant to explain or supplement any term expressed in this contract. The terms of this Agreement may be modified only in writing signed by Client and an authorized representative of Netfabb.