SIEMENS PLM SOFTWARE LICENSE AGREEMENT

IMPORTANT: To the extent permitted by law, using this software program indicates your acceptance of these terms and conditions. If you do not agree with them, you should promptly return the entire package, along with proof of purchase to your authorized dealer from whom you obtained it for a full refund. If you use the software, you have agreed to the terms of this license and may not return the software for a refund.

1. Proof of License. This License Agreement is your proof of license. Please print out a copy of it, treat it as valuable property and keep it in a safe place. You may be required at some point in the future to prove that you have a license to the Software. This License Agreement will serve as your only proof that you have a license. You must also retain proof that you purchased a license to the Software such as an invoice or receipt.

2. Siemens PLM Retains Ownership of Software. Siemens Product Lifecycle Management Software Inc. and/or its subsidiaries (collectively, "Siemens PLM") owns certain rights in this software program, and any associated media, printed materials, "online" documentation and electronic documentation (the "Software"). THIS SOFTWARE IS A PROPRIETARY PRODUCT OF SIEMENS PLM AND ADDITIONAL THIRD PARTIES FROM WHOM SIEMENS PLM HAS OBTAINED LICENSING RIGHTS. THE SOFTWARE IS PROTECTED BY COPYRIGHT LAWS AND OTHER INTELLECTUAL PROPERTY LAWS. TITLE TO THIS SOFTWARE, ANY COPY OF THIS SOFTWARE, AND ANY INTELLECTUAL PROPERTY RIGHTS IN THE SOFTWARE WILL AT ALL TIMES REMAIN WITH SIEMENS PLM AND SUCH THIRD PARTIES. Your rights are defined by this License Agreement which you agree creates a legally binding and valid contract.

3. License Grant. Siemens PLM grants to you this nonexclusive, nontransferable license to use a single copy of the Software on the type of computer and with the operating system for which the Software was designed to operate. If you have multiple licenses for the Software, then you may use as many copies of Software as you have licenses. If the number of concurrent users of the Software may exceed the number of applicable licenses, then you must have a mechanism or process in place to ensure that the number of persons using the Software concurrently does not exceed the number of authorized licenses. A single use of the Software occurs when the Software, or any portion of the Software, is loaded into memory for execution on a computer. A copy of the Software stored on or accessible through a network server for the sole purpose of execution by network computers is not deemed to be in use.

Siemens PLM 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 usage of the Software and the number of times it has been copied, or may communicate with computers controlled by Siemens PLM over any type of communications link to exchange communications and report data relating to the usage of the Software and the number of times it has been copied.

Siemens PLM 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 is prohibited.

If the Software is permanently stored on the hard disk or other storage medium of a stand alone computer and only one person uses that computer more than 80% of the time it is in use, then that same person may also use the Software either on a portable computer or on a home computer.

If this Software is obtained as an upgrade or provided as an update to a previous version of licensed Software, this Software may be used only to replace the previous version, and no additional license is granted. This Software and the previous version may not be separately used.

You may copy the Software into any machine readable or printed form for backup purposes in support of your licensed use of the Software.

4. Restrictions. You may not assign or otherwise transfer this Agreement, nor the licenses granted hereunder, (by operation of law or otherwise) without the prior written consent of Siemens PLM. You may not rent, timeshare, lend, lease or further sublicense the Software to a third party. You may not reverse engineer, decompile, translate, disassemble, or otherwise attempt to discover the source code of the Software. You may not otherwise modify, alter, adapt, or merge the Software. You may not remove or obscure Siemens PLM patent, trademark, or copyright notices. You agree that the Software will not be shipped, transferred or exported into any other country, or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations including, but not limited to, restrictions on use of the Software or provision of the Software (or access to the Software) to persons or companies listed by the U.S. government as denied persons or denied entities.

5. Term. The license is effective until terminated. This Agreement will terminate automatically if you fail to comply with any of the terms described herein or fail to pay the appropriate license fees. You may terminate it at any time by destroying all copies of the Software. Upon any termination, you agree to destroy all copies of the Software.

6. Warranties and Your Remedies. Siemens PLM warrants that for a period of 30 days following the initial date of shipment to you (the "Warranty Period") the Software will conform substantially to the associated documentation provided by Siemens PLM with the Software documentation. Siemens PLM’s sole and exclusive liability, and your sole and exclusive remedy, for a breach of this warranty will be that Siemens PLM will provide a corrected copy of the Software.

SIEMENS PLM MAKES NO OTHER WARRANTIES OF ANY KIND, AND NO WARRANTY IS GIVEN THAT THE SOFTWARE IS ERROR-FREE OR THAT ITS USE WILL BE UNINTERRUPTED OR THAT IT WILL WORK IN CONNECTION WITH ANY OTHER SOFTWARE. ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, INDEMNITIES AND GUARANTEES, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS (INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE OR OF ERROR-FREE AND UNINTERRUPTED USE OR ANY WARRANTY AGAINST INFRINGEMENT) ARE HEREBY OVERRIDDEN, EXCLUDED AND DISCLAIMED, EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS LICENSE AGREEMENT.

Siemens PLM makes no warranty that the use of the Software will not infringe any intellectual property rights of third parties. You are solely liable for any such infringement.

No Siemens PLM dealer, agent, or employee is authorized to make any modifications, extensions, or additions to these warranty provisions or to this License Agreement.

If Texas law is not held to apply to this License Agreement for any reason, then in jurisdictions where warranties, guarantees, representations, and/or conditions of any type may not be disclaimed, any such warranty, guaranty, representation and/or warranty is hereby limited to the period of either (i) 30 days from the date of shipment or (ii) the shortest period allowed by law in the applicable jurisdiction if a 30 day limitation would be unenforceable. In addition, the previous paragraph will be enforced in part, if only certain parts of it are enforceable.

All warranties are void if a failure of a warranted item results, directly or indirectly, from an unauthorized modification to a warranted item, an unauthorized attempt to repair a warranted item, or misuse of a warranted item, including, without limitation, use of a warranted item under abnormal operating conditions or subjecting a warranted item to unreasonably harsh conditions of any kind.

The above warranties and limitations give you specific legal rights, and you may also have other rights which may vary from jurisdiction to jurisdiction if Texas law is held not to apply to this License Agreement. Certain limitations set forth in this section may not apply in some jurisdictions if Texas law is held not to apply to this License Agreement.

7. Limitation of Liability. Siemens PLM’s entire liability for all claims or damages arising out of or related to this Agreement, regardless of the form of action, whether in contract, equity, negligence, intended conduct, tort or otherwise, will be limited to and will not exceed, in the aggregate for all claims, actions and causes of action of every kind and nature; the amount paid to Siemens PLM for the specific item that caused the damage or that is the subject matter of, or is directly related to, the cause of action. In no event will the measure of damages payable by Siemens PLM include, nor will Siemens PLM be liable for, any amounts for loss of income, profit or savings or indirect, incidental, consequential, exemplary, punitive or special damages of any party, including third parties, even if Siemens PLM has been advised of the possibility of such damages in advance, and all such damages are expressly disclaimed. Because some states do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you, if Texas law is held not to apply to this License Agreement. 

8. Time Limitation on Claims. Except as otherwise provided by applicable law, no claim, regardless of form, arising out of or in connection with this License Agreement may be brought by you unless such claim is brought either (i) within two years after the cause of action has accrued or (ii) within the shortest period of time after the cause of action has accrued that may be legally contracted for in the applicable jurisdiction if a two year limitation would be legally unenforceable.

9. General. You bear the entire risk as to damage and the quality and performance of the Software. You assume risk as to any hardware, software, data or any other item as a result of the copying or use of the Software, including but not limited to the costs of any repairs or replacement of any item or any services. You assume responsibility for the selection of this Software to achieve your intended results, and for the installation, use and results obtained from this Software.

10. Choice of Law. THIS LICENSE AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE STATE OF TEXAS, WITHOUT GIVING EFFECT TO ANY CHOICE-OF-LAW RULES THAT MAY REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

11. Severability/Reformation. If any provision of this Agreement is found to be void or unenforceable, it will not affect the validity of any other provision of this Agreement and those provisions will remain valid and enforceable according to their terms. To the extent that an unenforceable provision may be reformed to be enforceable by a Court, such provision will be deemed to be so reformed in this License Agreement.

12. Other Rights Reserved. All rights not specifically granted in this License Agreement are reserved by Siemens PLM.

13. Entire Agreement. You acknowledge that you have read this License Agreement, understand it and agree to be bound by its terms and conditions. You further agree that it is the complete and exclusive statement of the agreement between us which supersedes any proposal or prior agreement, oral or written, and any other communications between us relating to the subject matter of this License Agreement.

14. Support Services. Siemens PLM will provide support service ("Support Service") for a period of 30 days following shipment of the Software. Support Service will be limited to telephone support for bug reports, installation, and basic operation, excluding customization. To use Support Service in the United States, call Siemens PLM’s customer service hotline: 800-955-0000; in foreign countries, your local Siemens PLM entity should be contacted. Siemens PLM will accept customer reports of problems which arise in respect to the Software, but after 30 days, you will be required to purchase updated or corrected Software. If you obtained this Software from an authorized dealer you should contact the dealer for support. To obtain Support Service, you must be able to provide the date of shipment of the product and provide information from this License Agreement.

15. Maintenance Updates. Upgrades, when and as available, will be provided at a separate charge under a separate agreement.

Should you have any questions concerning this Agreement, you may contact your local Siemens PLM office or write to Siemens Product Lifecycle Management Software Inc., 2000 Eastman Drive, Milford, Ohio 45150, Attn: Law Department.