SolidWorks Frame Shop Product License Agreement (www.solidworksmacros.com)
1. Subject Matter of License
a) The subject matter of this Agreement is the grant of a non-transferable, non-exclusive right to use the contract software appearing on the www.solidworksmacros.com website (the "Software") and related documentation for the term of the Agreement. The Software is provided for use via the Internet, it is not sold.
b) These license conditions shall apply accordingly to upgrades and/or updates of the Software.
c) The rights of use are provided to the user (hereinafter "Licensee") by Ingeniería SAMAT S.L. (hereinafter "Licensor").
2. Activation of the Software/Software Protection
a) The Software requires a user name and password to be used. The Licensor will provide access to create a user name and password to the Licensee.
b) Licensee may not share the user name and password with third parties.
3. Scope of Application
a) The scope of the right of use is subject exclusively to the contents of this License Agreement.
b) The Licensee shall obtain a non-exclusive right to use the Software; this right of use shall comprise the right to use the contractual Software and documentation in accordance with the terms of this Agreement in the number of computer workspaces agreed upon according to the underlying offer. No other rights are granted.
c) Rights of use and/or exploitation that exceed the contractual use of the licensed object are not transferred. It is not permitted to change, modify, translate, decompile or disassemble, rent or lease the Software in any way or integrate it into another product.
d) Modification, manipulation and/or circumvention of the Software or other licensed material is not permitted. Compulsory rights in accordance with Articles 5 and 6 of the EC Directive of 14 May 1991 on the legal protection of computer programs.
e) Use within the meaning of this Agreement is constituted by the permanent and/or temporary, complete and/or partial reproduction or copying, by loading onto the main unit, displaying, executing, transferring and/or storing the machine-readable Software, if this is carried out for the purpose of processing the respective program functions, of establishing the instructions and data contained in the Software or of observing, analyzing or testing the program functions contained therein. The storage, transfer and display of the Software on data processing equipment and the use of licensed printed material to assist in the aforementioned actions also constitute contractual use.
f) The Licensee is not authorized to grant sublicenses of the Software to third parties.
g) The Licensee undertakes to ensure that all persons using the licensed subject matter comply with the terms of the license. In addition, the Licensee undertakes not to make the Licensor's programs accessible, either in original form or in the form of complete or partial copies. The Licensee shall ensure compliance with these license conditions by its employees and/or vicarious agents through appropriate contractual agreements with them.
4. Protection of Licensed Material
a) Without prejudice to the granted rights of use, the Licensor reserves all rights to the Software and other licensed material, including all copies and partial copies thereof made by the Licensee. The Licensee's ownership right to data carriers, data stores and other hardware remains unaffected by this provision.
b) The Licensee undertakes to leave existing protection notices, if any (e.g. copyright notices or other reservations of rights) unchanged and to include them on any copies made by the Licensee.
c) Licensee agrees to keep a record of copies or partial copies of the Software made and to store the copies and/or partial copies in a safe place. Upon request, Licensee shall provide information on record keeping and storage.
d) The Licensee undertakes not to make the licensed material available to third parties, whether in the original version or in the form of complete or partial copies, without the express written consent of the Licensor. This also applies in the event of sale or total or partial dissolution of the Licensee's business. Employees of the Licensee and other persons are not considered third parties as long as they are with the Licensee to exercise contractual use of the licensed material on its behalf. Any use of the Software on behalf of and for Licensee's purposes that is performed by third parties outside of Licensee's business premises (outsourcing) requires the prior written consent of Licensor.
e) Prior to the destruction, sale or other transfer of the data carriers and/or data processing equipment, the Licensee is obliged to ensure that any contractual Software/material stored therein/on it is completely and non-reproducibly deleted.
f) The Licensee is entitled to use any updates to the Licensed Material in accordance with the terms of this Agreement or to refrain from doing so. If the Licensee decides to make such use, it is obliged to return to the Licensor the previously used version of the Licensed Material and all copies and partial copies thereof within three months of the commencement of the productive use of the update and, if stored on data carriers, data stores or other hardware of the Licensee, to delete them completely. Retention of an archival copy requires a written agreement.
5. License fee
a) The license fee is indicated on the website as an annual fee. The expiration date is reflected in the offer.
b) All fees indicated in this Agreement, including attachments, are net amounts and do not include the applicable statutory VAT.
6. Warranty/ Exclusion of Liability/ Non-binding work result
a) The Software has been developed according to the state of the art and is intended to provide the basic functionalities contained in the product description. No special features within the meaning of the Spanish Civil Code are guaranteed for the Software/documentation.
b) In the event that the Software/documentation deviates substantially from the specifications or in the event that the Software/documentation is deficient for other reasons, the Licensor is obliged to provide secondary performance. If the Licensor is unable to eliminate the defect by secondary performance within a reasonable grace period or to circumvent it, the Licensor shall be granted another reasonable period to provide secondary performance. If the Licensor is also unable to eliminate the defect within the second grace period, the Licensee may request a reduction of the fees. If the use of the contractual Software is completely impossible on a permanent basis due to a defect in the contractual material, the Licensee may terminate the Agreement without adhering to a notice period.
c) The warranty period shall expire 12 months after delivery of the Software. The Licensee shall report any defect arising immediately upon discovery; this report shall be accompanied by a specific description of the defect. Upon request, Licensee shall provide Licensor with a reasonable amount of documents and information that Licensor requires to analyze and eliminate the defect.
d) The warranty does not cover defects caused by a deviation from the intended conditions of use of the Software. Warranty claims are also excluded in the case of modified or reworked versions of the Software, unless it is proven that the existing faults are in no way related to the modifications or reworkings. This does not apply if the Licensor made the modifications or reworkings.
e) If it should become apparent during the repair work that any of the faults occurring are not covered by the warranty obligation - in particular in the case of misuse or a hardware failure - the Licensor shall be entitled to a fee for the efforts made; such fee shall be calculated in accordance with the Licensor's current price list.
f) Insofar as claims for the absence of warranted features remain unaffected, claims for damages only exist in case of intent and gross negligence or in case of breach of material contractual obligations.
7. Intellectual property rights of third parties
a) The Licensor warrants that the licensed Software is not subject to intellectual property rights of third parties that exclude or limit a use in accordance with this Agreement.
b) The Licensor shall protect the Licensee against all claims of third parties based on the infringement of an industrial property right or a copy right by the licensed material used in accordance with this Agreement. The Licensor shall compensate the Licensee for all costs and payments for damages to which the Licensee is subjected by a court of law, provided that the Licensee has immediately informed the Licensor of such claims in writing and provided that all defensive measures and settlement negotiations are reserved to the Licensor.
c) In the event of claims against the Licensee in accordance with paragraph 1, the Licensor may modify or replace the Licensed Software at its own expense within a reasonable scope taking into account the interests of the Licensee. If this is not possible, the Licensee may terminate the license of the affected program without observing a notice period; in this case, the Licensor shall be liable to the Licensee for damages suffered by the Licensee as a result of the termination.
8. Contractual penalty
In the event that the Licensee transfers the Software to third parties in violation of the terms of this Agreement or if the Licensee uses the Software in a manner that exceeds the contractual license of this Agreement, a contractual penalty in the amount of EUR 10,000.00 per event of infringement is deemed agreed upon. The assertion of other claims for damages shall remain unaffected.
a) The Software is merely a tool for design assistance by means of the CAd 3D SolidWorks software. The results of the Software's work must be reviewed by a qualified engineer or designer for plausibility and correctness. The Licensor assumes no responsibility for the material correctness of the final results of the use of the macros. In this respect, any liability for damages caused by the use of the working results of the Software is excluded. The Licensee, as a user of the Software, assumes sole responsibility for the implementation of the results of the Software's work.
b) Each party is liable for damages attributable to it up to a total amount of twice the contractually agreed annual fee (net).
c) The Licensor assumes no liability for damages of the Licensee or third parties resulting from loss of data, incorrect data input or unavailability of the contractual Software due to an interruption of the computer system, programs, lines or technical equipment, unless the Licensor deliberately or with gross negligence breaches the contractual obligations. In order to mitigate damages, the Licensee is obliged to regularly make backup copies of its data.
d) The limitations of liability in this Agreement do not apply to damages caused by gross negligence or willful misconduct of the Licensor, to damages due to injury to life, body or health and to the Licensor's liability for infringement of third party copyrights by licensed material used in accordance with the terms of this Agreement and to claims based on the Product Liability Act.
10. Licensee's Obligations
The Licensee is obliged to ensure that its employees and third parties it engages to process orders comply with the terms of the Software license. The Licensee is liable in the event of a breach of the license terms by any person used by the Licensee to apply the Agreement or use the Software/material.
11. Duration of the Agreement
a) This Agreement commences upon activation of the Software. The duration of the Agreement is indicated in the underlying offer.
b) The Licensor reserves the right to terminate the license agreement without observing a notice period if the Licensee is in arrears with the payment of the license fee for more than weeks.
c) The right to terminate the agreement without notice for good cause remains unaffected. Important cause exists if there are facts which make it unreasonable for the party terminating the contract to continue any longer, taking into account all the circumstances of the individual case and considering the interests of all parties. Important cause exists, in particular, if insolvency proceedings are opened against one of the parties or if a respective application is denied for lack of assets or if an application for opening insolvency proceedings was filed and more than three months have passed since the application and if the contractual performance has been suspended; if the other party has been removed from the commercial register due to bankruptcy and if there is no legal successor of this party; if the other party permanently and materially breaches its main contractual obligations under this Agreement despite the primarily necessary written warning; if there is a breach of the provisions according to the Scope of Use and the Scope of Protection of Authorized Material.
d) Upon termination of the Agreement, the Licensee is obliged to return to the Licensor the original, as well as all copies and partial copies of the Software. In the case of Software recorded on machine-readable recording media of the Licensee, complete deletion of the records replaces the return.
12. Data protection
The Licensor collects, processes and uses personal data only to the extent necessary for the formation, substantive design and modification of the contractual relationship established with the Licensee. Personal data on the use of contractual services is only collected by the Licensor for the purpose of enabling the use of these services. The Licensee's data is not transferred to third parties. After termination of the contract, the Licensee's data will be deleted, unless the Licensee has expressly consented to further processing and use of the data. In this case, the Licensee may request the stored data from the Licensor, and the Licensor may modify or delete the data. The Licensee may revoke its consent at any time. 13. Miscellaneous
a) This agreement is subject to the laws of the European Union, excluding the United Nations sales law.
b) The place of business applicable to merchants, legal persons under public law is Zaragoza, Spain.
c) The invalidity of some provisions of this Agreement does not affect the validity of the remaining provisions. The parties undertake to replace any invalid provision with a valid agreement that most closely resembles the invalid provision from an economic point of view.