CTC Software End User License Agreement

CAD Technology Center, Inc.
END USER LICENSE AGREEMENT

This End-User License Agreement (this “Agreement”) is between you, as either an individual or as an Entity (defined below), and CAD Technology Center, Inc., dba CTC Software (“CTC Software”).

READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE DOWNLOADING, INSTALLING, OBTAINING A LICENSE KEY (IF ANY), OR OTHERWISE ACCESSING OR USING CTC SOFTWARE’S PROPRIETARY SOFTWARE ACCOMPANIED BY THIS AGREEMENT.

THE SOFTWARE IS LICENSED TO YOU UNDER THIS AGREEMENT, NOT SOLD TO YOU. BY DOWNLOADING, INSTALLING, OBTAINING A LICENSE KEY (IF ANY), OR OTHERWISE ACCESSING OR USING ANY PART OF THE SOFTWARE ACCOMPANYING THIS AGREEMENT, YOU AGREE TO THESE TERMS AND CONDITIONS. IF YOU ARE ACCEPTING THESE TERMS AND CONDITIONS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY (“ENTITY”), YOU REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS, AND REFERENCES TO “YOU” OR “YOUR” REFER TO USERS, THE INDIVIDUAL END-USER, AND THE ENTITY. IF YOU DO NOT HAVE THAT AUTHORITY OR IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT DOWNLOAD, INSTALL, OBTAIN A LICENSE KEY (IF ANY), OR OTHERWISE ACCESS OR USE THE SOFTWARE OR SERVICES.

IF YOU ARE ACCESSING THE SOFTWARE AS PART OF A HOSTED OR CLOUD BASED SERVICE, THEN ALL OF THESE TERMS STILL APPLY. HOSTED SERVICES INCLUDE USING ANY OF CTC SOFTWARE’S SOFTWARE AS A SERVICE, AND ALWAYS MEANS THE VERSION OF THE HOSTED SERVICES DESCRIBED IN CTC SOFTWARE’S THEN-CURRENT USER DOCUMENTATION.

1. DEFINITIONS

1.1. “Access” means to use or benefit from using the functionality of any Software.

1.2. “CTC Software Materials” is the collective term for the Software, any related services, User Documentation, and Excluded Materials.

1.3. “Computer” means a single electronic device with one or more central processing units (CPUs) that accepts information in digital or similar form and manipulates the information for a specific result based on a sequence of instructions.

1.4. “Data” means the content, materials, files and associated information you upload, download, catalogue, and/or maintain through use of the Software.

1.5. “Excluded Materials” means any programs, modules, components, or functionality, if any, that may be included on media or with materials delivered to you that are not within the License Parameters as described in the User Documentation, or for which you have not paid the applicable fees.

1.6. “Install” means to place a copy of Software onto a hard disk or other storage medium through any means (including, but not limited to, use of an installation utility application accompanying the Software).

1.7. “License Parameters” means the definition and limitation of the applicable license scope in Section 2.2.

1.8. “Permitted Number” means a number relevant for the applicable License Parameters that CTC Software may specify in the applicable User Documentation. The Permitted Number is one (1) unless otherwise provided by in such User Documentation.

1.9. “Software” means the computer program that you will download or Access after accepting the terms of this Agreement, including Software that is made available on a hosted basis, and any cloud based services, hosting services, data services, and other services associated with Access to and use of computer programs. If programs are delivered to you as part of a bundled package, suite, or series, the term Software shall include all programs delivered to you as part of that bundled package, suite, or series and described in the User Documentation. Software includes any updates, enhancements, modifications, revisions or additions made by CTC Software and made available to you. Notwithstanding the foregoing, CTC Software may, but is not required to, provide any updates, enhancements, modifications, revisions or additions to the Software except as provided in User Documentation.

1.10. “Territory” means the country in which you acquire the Software.

1.11. “Uninstall” means to destroy or remove.

1.12. “Users” means users authorized by you to use the Software.

1.13. “User Documentation” means the explanatory printed or electronic materials that CTC Software or its authorized distributor incorporates in or delivers in or on a package with a Software or sends to you on an invoice, via email, facsimile, or otherwise when or after you acquire the right to access and use the Software, including, but not limited to, license specifications, activation code, license files, instructions on how to use the Software, and/or technical specifications.

2. GRANT OF RIGHTS

2.1. License Grant.

2.1.1. General. Subject to your ongoing compliance with this Agreement (including timely payment of all fees), CTC Software grants you a nonsublicensable, nonexclusive, nontransferable, limited license to Install (for Software distributed by CTC Software for Installation) and use machine-readable object code copies of the Software and User Documentation in your Territory, or to Access any Software, in accordance with the applicable User Documentation and within the scope of the License Parameters set forth below.

2.1.2. APIs for Installed Software. You may Access the application programming interfaces that may be included with or in the Software or otherwise available from CTC Software for use with the Software (“API’s”) to develop programs, modules, components or functionality that (i) are compatible with and are used and/or interfaced with the Software and (ii) contribute significant value-added functionality or enhancements to the Software (“API Modules”) provided you may Install and Access such API Modules solely on Computers where a licensed copy of the Software is also Installed and further provided such Installation and Access is solely in connection with your Installation and Access of the Software and solely for your internal business needs. You may not redistribute all or any portion of an API Module.

2.1.3. License Limitations. CTC Software’s license grant (and, with that grant, your right to Install and use the Software and User Documentation) is conditioned on your continuous compliance with all license limitations, restrictions and other terms in this Agreement. If you violate any of these limitations, restrictions or other terms, the license grant will automatically and immediately terminate. The license descriptions in this Section 2 (Software License) define the scope of rights that CTC Software grants to you. Any usage of the Software or User Documentation outside the scope of the applicable license grant or otherwise not in accordance with this Agreement constitutes an infringement of CTC Software’s intellectual property rights as well as a material breach of this Agreement. No license is granted under the terms of this Agreement to Excluded Materials (if any). No license is granted under the terms of this Agreement if you did not lawfully acquire the Software from CTC Software or from a third party who has been permitted or authorized by CTC Software either directly or indirectly to supply the Software.

2.2. Software License Parameters. CTC Software’s license grant is subject to one or more of the License Parameters defined in this Section 2.2 (License Parameters) as specified in the User Documentation.

2.2.1. Stand-alone (Individual) Version. If CTC Software identifies the Software as a “Stand-alone Version” or as an “Individual Version” or if the User Documentation does not identify the Software by any of the version designations set forth in Sections 2.2.2 (Multiseat Stand-alone) through 2.2.8 (Cloud Shared Version), you may Install and Access one (1) copy of the Software on one (1) individual physical Computer which can only be accessed by one (1) individual person at one time, solely for your internal business needs. You may not install the software on any computer that allows multiple people to login simultaneously. You may not install the software on a virtual machine. Except as otherwise explicitly permitted by CTC Software, you may not Install or Access the Software other than on one (1) physical Computer at a time.

2.2.2. Multiseat Stand-alone Version. If CTC Software identifies the Software as a “Multiseat Stand-alone Version”, you may Install and Access the Permitted Number of copies of the Software on the Permitted Number of individual Computers, solely for your internal business needs. You may not install the software on any computer that allows multiple people to login simultaneously. You may not install the software on a virtual machine. Except as otherwise explicitly permitted by CTC Software, you may not Install or Access the Software other than on the Permitted Number of physical Computers at any one time.

2.2.3. Network Version. If CTC Software identifies the Software as a “Network Version” in the applicable User Documentation, you may Install and Access one (1) copy of the Software on an unlimited number of computers that are all located at the same office location (site), provided they all are in communication with a license server computer and so long as the maximum number of concurrent users does not exceed the Permitted Number. If you are hosting the CTC Software License Manager tool, it may be installed on any physical or virtual computer(s).

2.2.4. Network Version Enterprise Version. If CTC Software identifies the Software as a “Network Version Enterprise License” in the applicable User Documentation, you may install and access one (1) copy of the Software on an unlimited number of computers that are located at an unlimited number of locations (sites), provided they are all in communication with one or more license server computers. If you are hosting the CTC Software License Manager tool, it may be installed on any physical or virtual computer(s)

2.2.5. Educational Institutional Version. If CTC Software identifies the Software as an “Educational Institutional Version” in the applicable User Documentation, you may Install and Access one (1) copy of the Software on up to the Permitted Number of Computers, only for educational purposes (as further specified in the applicable User Documentation) and for no other purpose. Without limiting the foregoing, Educational Institutional Versions of the Software may not be used for commercial, professional, commercial training or other for-profit purposes. Additionally, functional limitations may apply.

2.2.6. Student Version and Personal Learning Edition. If CTC Software identifies the Software as a “Student Version” or “Personal Learning Edition” in the applicable User Documentation, you may Install and Access a single copy of the Software on up to the Permitted Number of Computers, only for personal learning purposes, and no other purpose. Unless otherwise provided by CTC Software in the User Documentation, Student Versions and Personal Learning Editions of the Software may be used for a period of one (1) year from the date you first Install the Software. Without limiting the foregoing, Student Versions and Personal Learning Editions of the Software may not be used for commercial, professional or other for-profit purposes and other functional limitations may apply. Additionally, Student Versions may only be used by faculty, staff members and degree, diploma or certificate-seeking students at qualified educational institutions. For purposes of this Section, a degree, diploma or certificate-seeking student means a student who is, at the time of Installation of the Student Version, enrolled at a recognized educational institution for (i) three (3) or more credit hours in a degree-granting educational program; or (ii) a nine-month or longer certificate program. Upon request by CTC Software, you agree to provide proof of such enrollment.

2.2.7. Not for Resale Version. If CTC Software identifies the Software as a demonstration, “not for sale” (“NFS”) or “not for resale” (“NFR”) version (“Not for Resale Version”), you may Install and Access one copy of the Software only for the purpose of evaluation and demonstration. Without limiting the foregoing, you may not use it for commercial, professional, or other for-profit purposes. The Not for Resale Version may only be Installed for the evaluation period, unless otherwise specified by CTC Software in writing. Additionally, functional limitations may apply.

2.2.8. Cloud Shared Version. If CTC Software identifies the Software as a “cloud shared” version in the applicable User Documentation, you may install and access one (1) copy of the Software on an unlimited number of computers that are located at an unlimited number of locations (sites), provided they are all in communication with the CTC cloud shared license server portal using a standard Internet connection, and so long as the maximum number of concurrent users does not exceed the Permitted Number.

2.3. License Term. Subject to the terms and conditions of this Agreement, the license to use the Software is perpetual, unless the Software qualifies as an Evaluation Version, a Student Version, Personal Learning Edition or is designated as a fixed-term license, a limited duration license or a rental license, or any subscription to Access Software on a hosted basis. In such cases, the term of the license shall be the term identified by CTC Software in the applicable User Documentation (the “Designated Term”) or the term for which you have paid, whichever is less. If CTC Software identifies the Software as licensed for a fixed term, limited duration or rental and does not specify a term, then the Designated Term shall expire ninety (90) days after the date you first Install or Access the Software. Use of the Software beyond the applicable license term, or any attempt to defeat the time-control disabling function in the Software is an unauthorized use and constitutes a material breach of this Agreement and a violation of intellectual property law.

2.4. Upgrades/Crossgrades. If CTC Software labels the Software in the User Documentation as an upgrade or update (“New Version”) or a crossgrade (“Crossgrade”) to Software to which you previously had a license or right of access (“Previous Version”), your rights to continue to use and Access previous versions of such Software will be as set forth in the User Documentation. Where your right to use a previous version ends per our User Documentation: (i) you must cease all use of the Previous Version and Uninstall all copies of the Previous Version; and (ii) destroy all CTC Software Materials relating to the Previous Version or, upon request by CTC Software, return all such CTC Software Materials relating to the Previous Version to CTC Software or the company from which they were acquired. CTC Software reserves the right to require you to show satisfactory proof that all copies of the Previous Version have been Uninstalled and all CTC Software Materials relating to the Previous Version have been destroyed or returned.

2.5. Supplemental Software. CTC Software or a third-party authorized or allowed by CTC Software in connection with the Software licensed to you hereunder may provide you additional software that supplements or extends the Software and that is not a New Version or a Crossgrade. Such supplemental software shall be subject to the terms and conditions of this Agreement except Section 5.1 (Limited Warranty), unless otherwise specified at the time of delivery by CTC Software or such third party.

2.6. Software Components. The Software is licensed to you as a single product and its components may not be separated for Installation Access or distribution on more than one (1) Computer unless expressly permitted by CTC Software in the applicable User Documentation.

2.7. Termination. Upon expiration or earlier termination of the license or rights grant or this Agreement, (i) you must cease all use of and Access to all CTC Software Materials and Uninstall all copies of the Software; and (ii) destroy all CTC Software Materials or, upon request by CTC Software, return all CTC Software Materials to CTC Software or the company from which they were acquired. CTC Software reserves the right to require you to show satisfactory proof that all copies of the Software have been Uninstalled and all CTC Software Materials have been destroyed or returned. You acknowledge that CTC Software may disable your Access to any Software upon termination of your rights under this Agreement.

3. PERMITTED AND PROHIBITED ACTIONS

3.1. Permitted Actions for Installed Software.

3.1.1. Backup Copy. With respect to any version of installed Software, you may make one (1) backup copy of the Software solely for backup purposes in the event that your primary copy of the Software becomes inoperable. You may Install and Access such backup copy of the Software only in the event that the primary copy of the Software becomes inoperable and you are otherwise unable to Access the Software.

3.1.2. Use Away from Usual Work Location. If you have acquired a Stand-alone (Individual) Version or Multiseat Stand-alone Versions, for each permitted installation of the Software, the computer on which the Software is installed may be taken to any location (site) or may be remotely controlled by one user at a time, for example using Remote Desktop software over a security Virtual Private Network (VPN) connection, provided the only usage of the Software is for the same purposes as when the user is at his or her usual work location.

If you have acquired a Network Version, you may Access the Software solely within your Territory through either a Borrowed license or through a secure Virtual Private Network (“VPN”) provided that:
(i) the Software is Accessed through the VPN solely for the purpose of enabling you (or your employee, if any) to perform work while away from your usual work location;
(ii) the maximum number of concurrent users does not exceed the Permitted Number;
(iii) all copies of the Software are Installed and Accessed exclusively with the copy protection device (if any) supplied with the Software;
(iv) the VPN connection is secure and complies with current industry standard encryption and protection mechanisms; and
(v) if the Software is installed on the computer that is away from the usual work location of the user and the VPN connection is used to contact a license server at the usual work location to acquire a network license, the VPN connection must not be software-based, for example initiated on the remote computer by starting up a special VPN client software application. The VPN connection must be hardware-based, for example where a hardware appliance exists at both the remote location and the location where the license server exists.

If you have acquired a Cloud Shared Version, you may Access the Software provided that:
(i) the Software is in communication with the CTC cloud shared license server portal using a standard Internet connection or is using a Borrowed license that was acquired from the CTC cloud shared license server portal using a standard Internet connection at the time of borrowing;
(ii) the maximum number of concurrent users does not exceed the Permitted Number; and
(iii) all copies of the Software are Installed and Accessed exclusively with the copy protection device (if any) supplied with the Software;

Nothing in this Section 3.1.2 (Use Away from Usual Work Location) permits you (or your employee(s), if any) to Access the Software outside of the Territory.

3.2. Prohibited Actions. You may not (and may not permit any third party to): (i) Install, Access, or otherwise copy or use the CTC Software Materials except as expressly authorized by this Agreement; (ii) reverse engineer, decompile, or disassemble the Software or Excluded Materials (if applicable); (iv) distribute, rent, loan, lease, sell, sublicense, or otherwise transfer all or any portion of the CTC Software Materials, or any rights granted in this Agreement, to any other person or legal entity without the prior written consent of CTC Software; (v) remove, alter, or obscure any proprietary notices, labels, or marks from or on the CTC Software Materials; (vi) modify, translate, adapt, arrange, or create derivative works based on the CTC Software Materials for any purpose without the prior written consent of CTC Software; (vii) utilize any equipment, device, software, or other means designed to circumvent or remove any form of copy protection used by CTC Software in connection with the Software, or use the Software together with any authorization code, serial number, or other copy-protection device not supplied by CTC Software directly or through an authorized distributor; (viii) in the case of a Network Version or Cloud Shared Version any equipment, device, software, or other means designed to circumvent or remove the CTC Software License Manager (if any); (ix) utilize any equipment, device, software, or other means designed to circumvent or remove any usage restrictions, or to enable functionality disabled by CTC Software in connection with the Excluded Materials; or (x) bypass or delete any functionality or technical limitations of the CTC Software Materials that prevent or inhibit the unauthorized copying or use of the Excluded Materials.

3.3. Additional Prohibitions for Installed Software. You may not (and may not permit any third party to): (i) Install or Access, or allow the Installation or Access of, the CTC Software Materials over the Internet, including, without limitation, use in connection with a Web hosting, commercial time-sharing, service bureau, or similar service, or make the CTC Software Materials available to third parties via the Internet on your computer system or otherwise. The foregoing does not prohibit Network Version VPN Access in accordance with the terms of Section 3.1.2(b) (VPN Access for Network Versions) nor does it prohibit Cloud Shared access to the CTC Software cloud shared licensing portal in accordance with the terms of Section 3.1.2(c) (Access for Cloud Shared Versions).

3.4. Additional Prohibitions Regarding Backup for User Documentation. Except as expressly permitted under Section 2.2 (License Parameters): (a) if the User Documentation is in printed form, it may not be copied; and (b) if the User Documentation is in electronic form, it may not be duplicated electronically.

3.5. Additional Requirements For Access to Hosted Software or Network Versions. You will maintain your computers, and ensure the presence and continued operation of the web browsers, network infrastructure and internet service necessary to Access Software offered on a hosted basis or that we authorize you to Access via the Internet or a network as part of the License Parameters. You will comply with any requirements regarding use of the Software, including hardware and connectively requirements, set forth in our standard policies and any documentation accompanying the Software. If the Software fails to operate, it is your responsibility to notify us of such failure immediately. You will not: (i) use the Software to send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (ii) interfere with or disrupt the integrity or performance of the Software or the Data contained therein; or (iii) attempt to gain unauthorized Access to the Software or related systems or networks. You may not Access Software for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.

3.6. Export and Re-Export. You may not use or otherwise export or reexport (including by Access) the Software except as authorized by United States law and the laws of the jurisdiction in which the Software was obtained. In particular, but without limitation, the Software may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Software, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use these products for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture, or production of missiles, or nuclear, chemical, or biological weapons. You may not Access the Software or User Documentation outside of the Territory.

3.7. LIMITATIONS IN ACTIVATION MECHANISMS. THE ACTIVATION SECURITY MECHANISMS ASSOCIATED WITH ANY ACTIVATION CODES FOR THE SOFTWARE MAY DISABLE THE SOFTWARE IF YOU IMPERMISSIBLY TRY TO TRANSFER IT TO ANOTHER COMPUTER, IF YOU TAMPER WITH THE DATE-SETTING MECHANISMS ON YOUR COMPUTER, IF YOU USE THE SOFTWARE PAST AN APPLICABLE EVALUATION PERIOD OR LIMITED TERM, OR IF YOU UNDERTAKE CERTAIN OTHER ACTIONS THAT MAY OFFSET THE SECURITY MODE. MORE INFORMATION IS CONTAINED IN THE APPLICABLE USER DOCUMENTATION OR AVAILABLE FROM CTC Software ON REQUEST.

4. RESERVATION OF RIGHTS
CTC Software and its licensors retain title to and ownership of the CTC Software Materials and all copies thereof, and all other rights and interest, including, without limitation, patents, copyrights, trademarks, trade secrets, and other intellectual property rights, in and to the CTC Software Materials and any copies thereof. You have only the limited rights with respect to the CTC Software Materials expressly set forth in this Agreement and you have no other rights, implied or otherwise. The structure, organization, and code of the CTC Software Materials are valuable trade secrets of CTC Software and its licensors and you shall keep such trade secrets confidential. The User Materials are licensed, not sold. PLEASE NOTE: INSTALLATION, UPLOADING, ACCESS, OR OTHER COPYING OR USE OF ANY PRODUCT OR ANY ACCOMPANYING DOCUMENTATION OR MATERIALS EXCEPT AS PERMITTED BY THIS AGREEMENT IS UNAUTHORIZED AND CONSTITUTES A MATERIAL BREACH OF THIS AGREEMENT AND AN INFRINGEMENT OF OUR COPYRIGHT AND OTHER INTELLECTUAL PROPERTY RIGHTS.

5. YOUR USERS

The Software includes features that are intended to be accessed by your employees, contractors and agents, as well as private features, such as reporting tools, that are intended to be used only by a limited subset of administrative users who will oversee your internal use (collectively “Users”). You are also a User. You are responsible for the actions of your Users, including failure of any of them to abide by any User Terms which may be published on the login page for any Software or associated with gaining Access privileges for the Software. THE SOFTWARE ARE TOOLS INTENDED TO BE USED BY TRAINED PROFESSIONALS ONLY. THEY ARE NOT SUBSTITUTES FOR YOUR PROFESSIONAL JUDGMENT. Computer-aided design Software are tools to assist with design and are not substitutes for independent design analysis, estimation, or testing of product stress, safety, and utility. Due to the large variety of potential applications for the Software, the Software has not been tested in all situations under which it may be used. You are responsible for the supervision, management, and control of the Software. This responsibility includes, but is not limited to, the determination of appropriate uses for the Software and the selection of the Software and other programs to achieve intended results. Users are also responsible for establishing the adequacy of independent procedures for testing the reliability and accuracy of any program output, including all items designed by using the software.

6. YOUR DATA

6.1. General. Except for the limited rights granted in this Agreement, you retain all of your rights, title and interest in your Data. You hereby grant CTC Software a worldwide, irrevocable, perpetual, royalty-free, and non-exclusive license to (a) use, host, copy, transmit and display all Data for the purposes of performing its obligations under this Agreement, (b) view, modify, collect and use meta-data derived from the Data solely for the purpose of providing the Software to you, and (c) use log and other de-identified information related to your use of the Software (“Usage Data”) and aggregate it with statistical information from other customers, for CTC Software’s business purposes, including to improve the Software and to develop new features or functionality related to the Software. You are responsible for the accuracy, quality and legality of any Data created or provided by Users and all Data derived therefrom and the means by which you acquired such Data, and you will obtain all permissions or approvals from each applicable data source as may be necessary or required to comply with applicable laws and/or to provide such Data to CTC Software in connection with the delivery of the Service in accordance with this Agreement. You will not process or store any Data on the Service that is subject to the International Traffic in Arms Regulations maintained by the U.S. Department of State or personally identifiable data regulated under applicable law. Without limiting the foregoing, you will not use the Software in a manner that violates the privacy, personal, proprietary, or contractual rights of third parties.

6.2. Activation Information. Installation, access, and continued use of the Software may require an activation code. Registration is required before an activation code is issued by CTC Software. You agree that CTC Software may use data and information provided by you, a product reseller, or any other third party acting on your behalf in connection with your purchase of the Software license to register the product. You agree to provide CTC Software, any product reseller, or any other third party acting on your behalf with accurate and current registration information, and you further agree to maintain and update your registration information through customer Data registration processes that may be provided by CTC Software. You further agree to allow CTC Software to gather non-personal system information electronically for the purposes of technical support. In conjunction with your subscription or subsequent use of the Software, you may be asked to provide certain other information, including but not limited to payment information and identification information for Users. You agree to provide accurate, complete and current information, and to comply with any terms and conditions regarding your purchase. You consent to CTC Software’s using the personal information provided at registration, or updated thereafter, to issue activation codes, to manage CTC Software’s relationship with you (including automating the issuance of activation codes for future purchases), to validate entitlement and usage of Software and to otherwise use and disclose such personal information as disclosed in our privacy policy at https://ctcsoftware.com/privacy/, to protect its rights and as allowed by law.

6.3. Educational Institutional, Student Versions, and Personal Learning Editions. Work product and other data created with Educational Institutional Versions, Student Versions, and Personal Learning Editions of the Software contain certain notices and limitations that make the Data unusable outside the educational use area. If you combine or link Data created with any of these editions of the Software with data otherwise created, then such other data may also be affected by these notices and limitations. CTC Software shall have no responsibility or liability whatsoever if you combine or link data created with Educational Institutional Versions, Student Versions, or Personal Learning Editions of the Software with Data otherwise created.

7. YOUR PAYMENT OBLIGATIONS.

You will timely pay for licenses and/or Access to Software and other services as set forth in our price lists or in the applicable User Documentation or order terms. In the event of collection enforcement, you will be liable for any costs associated with such collection, including, without limitation, reasonable attorney fees, court costs and collection agency fees. You are solely responsible for the payment of any sales taxes, fees, tariffs or other such levies resulting from your access to or use of Software. Your Access to Software may be suspended if you have not made timely payment for access. We may impose a fee for restoration of any suspended accounts.

8. DISCLAIMERS

8.1. DISCLAIMER. CTC SOFTWARE AND ITS LICENSORS MAKE AND YOU RECEIVE NO WARRANTIES, EXPRESS OR IMPLIED WITH RESPECT TO THE CTC Software MATERIALS. ANY STATEMENTS OR REPRESENTATIONS ABOUT THE SOFTWARE AND ITS FUNCTIONALITY IN THE USER DOCUMENTATION OR ANY COMMUNICATION WITH YOU CONSTITUTE TECHNICAL INFORMATION AND NOT AN EXPRESS WARRANTY OR GUARANTEE. IN ADDITION, CTC SOFTWARE AND ITS LICENSORS SPECIFICALLY DISCLAIM ANY OTHER WARRANTY INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. WITHOUT LIMITING THE FOREGOING, CTC SOFTWARE DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS, OPERATE IN COMBINATION WITH OTHER SOFTWARE OR TECHNOLOGY, BE UNINTERRUPTED OR ERROR-FREE, OR FUNCTION WITH OTHER SOFTWARE OR HARDWARE, OR WITHIN A PARTICULAR SYSTEM. NO OTHER ORAL OR WRITTEN ADVICE GIVEN BY US WILL CREATE A WARRANTY REGARDING THE SOFTWARE. CTC SOFTWARE SHALL NOT BE LIABLE IN ANY MANNER WHATSOEVER FOR THE RESULTS OBTAINED THROUGH THE USE OF THE SOFTWARE.

9. LIMITATION OF LIABILITY

IN NO EVENT SHALL CTC SOFTWARE OR ITS LICENSORS HAVE ANY LIABILITY FOR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES; LOSS OF PROFITS, REVENUE, OR DATA; BUSINESS INTERRUPTION, OR COST OF COVER, INCLUDING LOSSES RESULTING FROM LOSS, MISAPPROPRIATION OR UNAUTHORIZED ACCESS TO OR MODIFICATION OF DATA, OR FROM MISTAKES, OMISSIONS, OR DELAYS IN TRANSMISSION OF INFORMATION, OR FROM INTERRUPTIONS IN TELECOMMUNICATIONS CONNECTIONS TO THE SOFTWARE, VIRUSES OR FAILURES OF PERFORMANCE, OR FROM THE IMPACT OF THE SOFTWARE ON ANY SYSTEM. IN ADDITION, IN NO EVENT SHALL THE LIABILITY OF CTC SOFTWARE OR ITS LICENSORS FOR ANY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THIS AGREEMENT EXCEED (I) IN THE CASE OF INSTALLED SOFTWARE, THE AMOUNT PAID OR PAYABLE BY YOU FOR THE SOFTWARE DIRECTLY RESPONSIBLE FOR SUCH DAMAGES, OR (II) IN THE CASE OF SOFTWARE MADE AVAILABLE ON A HOSTED OR SUBSCRIPTION BASIS, THE AMOUNT PAID OR PAYABLE BY YOU IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE DAMAGES. THE LIMITATIONS OF LIABILITY IN THIS SECTION SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW TO ANY DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, WHETHER DERIVED FROM CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE) OR OTHERWISE, EVEN IF CTC SOFTWARE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER THE LIMITED REMEDIES AVAILABLE HEREUNDER FAIL OF THEIR ESSENTIAL PURPOSE.

10. U.S. GOVERNMENT RESTRICTED RIGHTS

All CTC Software Materials provided to the U.S. Government are provided with the same commercial license rights and restrictions described elsewhere herein.

11. GENERAL

11.1. No Assignment; Insolvency. You may not assign this Agreement or any rights hereunder (whether by purchase of stock or assets, merger, change of control, operation of law, or otherwise) and any purported assignment by you shall be void. The Agreement and the licenses granted hereunder shall terminate without further notice or action by CTC Software if you become bankrupt or insolvent, make an arrangement with your creditors, or go into liquidation.

11.2. Choice of Law. This Agreement and any disputes arising out of or in connection with this Agreement shall be governed by the laws of the State of Minnesota, U.S.A., without reference to conflict-of-laws principles and excluding the UN Convention on Contracts for the International Sale of Goods. All disputes arising out of this Agreement will be subject to the exclusive jurisdiction and venue of the state and federal courts located in Minneapolis, Minnesota, and each party hereby consents to the personal jurisdiction thereof.

11.3. Entire Agreement. This Agreement and the applicable User Documentation constitute the entire agreement between us and supersede any other previous or contemporaneous communications, agreements, representations, warranties or advertising with respect to the Software and User Documentation. Any modifications to this Agreement shall be invalid, unless made in writing and signed by a duly authorized representative of CTC Software.

11.4. Severability. If and to the extent any provision of this Agreement is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof shall be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and shall be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction shall not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or affect the legality, validity or enforceability of any other provision of this Agreement.

11.5. No Waiver. No term or provision hereof will be considered waived, and no breach excused, unless such waiver is in writing signed on behalf of the party against whom the waiver is asserted. No waiver (whether express or implied) will constitute a consent to, waiver of, or excuse of any other, different, or subsequent breach.

11.6. Audits. To ensure compliance with this Agreement, you agree that upon reasonable notice, CTC Software or CTC Software’s authorized representative shall have the right to inspect and audit your Installation, Access, and use of the CTC Software Materials. Any such inspection or audit shall be conducted during regular business hours at your facilities or electronically, either by CTC Software or by representatives authorized by CTC Software for this purpose. If such inspections or audits disclose that you have Installed, Accessed, or permitted Access to the CTC Software Materials in a manner that is not permitted under this Agreement, then (i) you are liable to pay for any unpaid license fees as well as the reasonable costs of the audit; and (ii) without limitation of Section 2.1 (License Grant), and unless CTC Software otherwise elects in writing, the license grant with respect to the Software will terminate immediately. Any information obtained by CTC Software or CTC Software’s authorized representative during the course of such inspection and audit will be used and disclosed by CTC Software solely for purposes of such inspection and audit and for enforcement of CTC Software’s rights under this Agreement and applicable law, unless other uses or disclosures are required under applicable law. Nothing in this Section shall be deemed to limit any legal or equitable remedies available to CTC Software for violation of this Agreement or applicable law.

11.7. Language. The English language version of this Agreement is legally binding in case of any inconsistencies between the English version and any translations. If you purchased a license or access to Software for use in Canada, you agree to the following: The parties hereto confirm that it is their wish that this Agreement, as well as other documents relating hereto, including Notices, have been and shall be written in the English language only. Les parties ci-dessus confirment leur désir que cet accord ainsi que tous les documents, y compris tous avis qui s’y rattachent, soient rédigés en langue anglaise.

Rev.4(27).2022