Software License Agreement

SOFTWARE LICENSE AGREEMENT

LKSOFTWARE GMBH, HEREINAFTER REFERRED TO AS "LKSOFT", LICENSES THIS SOFTWARE TO YOU ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS SOFTWARE LICENSE AGREEMENT (“AGREEMENT”).

BY SELECTING THE “I ACCEPT” BUTTON AT THE END OF THIS AGREEMENT OR BY COPYING, INSTALLING, UPLOADING, ACCESSING OR USING ALL OR ANY PORTION OF THE SOFTWARE YOU AGREE TO ENTER INTO THIS AGREEMENT. A CONTRACT IS THEN FORMED BETWEEN LKSOFT AND EITHER YOU PERSONALLY, IF YOU ACQUIRE THE SOFTWARE FOR YOURSELF, OR THE COMPANY OR OTHER LEGAL ENTITY FOR WHICH YOU ARE ACQUIRING THE SOFTWARE.

IF YOU DO NOT AGREE OR DO NOT WISH TO BIND YOURSELF OR THE ENTITY YOU REPRESENT: (A) DO NOT COPY, INSTALL, ACCESS, UPLOAD OR USE THE SOFTWARE; (B) SELECT “I REJECT” AT THE END OF THIS AGREEMENT (WHICH WILL CANCEL THE LOADING OF THE SOFTWARE).

COPYING OR USE OF THIS SOFTWARE OR ANY ACCOMPANYING DOCUMENTATION EXCEPT AS PERMITTED BY AGREEMENT IS UNAUTHORIZED AND CONSTITUTES A MATERIAL BREACH OF THIS AGREEMENT AND AN INFRINGEMENT OF THE COPYRIGHT AND OTHER INTELLECTUAL PROPERTY RIGHTS IN SUCH SOFTWARE AND DOCUMENTATION. IF YOU COPY OR USE ALL OR ANY PORTION OF THIS SOFTWARE OR ITS LICENSE DOCUMENTATION WITHOUT ENTERING INTO THIS AGREEMENT OR OTHERWISE OBTAINING WRITTEN PERMISSION OF LKSOFT, YOU ARE VIOLATING COPYRIGHT AND OTHER INTELLECTUAL PROPERTY LAW. YOU MAY BE LIABLE TO LKSOFT AND ITS LICENSORS FOR DAMAGES, AND YOU MAY BE SUBJECT TO CRIMINAL PENALTIES.

1. Definitions

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

1.2 “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.

1.3 “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).

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

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

1.6 “Permitted Number” means a number relevant for the applicable License Parameters that LKSoft may specify in the applicable License Documentation. The Permitted Number is one (1) unless otherwise provided by LKSoft in writing.

1.7 “Software” means the computer program in which this Agreement is embedded or that is delivered prepackaged with this Agreement.

1.8 “Licensee” means you personally (i.e., the individual who reads and is prompted to accept this Agreement) if you acquire the Software for yourself or the company or other legal entity for whom you acquire the Software.

2. Software License

2.1 License Grant. LKSoft grants Licensee a non-sublicensable, non-exclusive, non-transferable, limited license to use copies of the Software in the jurisdiction in which Licensee acquire the Software, in accordance with the applicable License Documentation, within the scope of the License Parameters. LKSoft’s license grant is conditioned on Licensees continuous compliance with all license limitations and restrictions described in this Agreement. If Licensee violates any of these limitations or restrictions, the license grant will automatically and immediately expire. The license descriptions in this Section 2 define the scope of rights that LKSoft grants to Licensee. Any usage of the Software outside the scope of the applicable license grant constitutes an infringement of LKSoft’s intellectual property rights as well as a material breach of this Agreement.

2.2 License Parameters. LKSoft’s license grant is subject to one or more of the License Parameters defined in this Section 2.2 as specified in the License Documentation. Unless LKSoft expressly specifies or agrees otherwise in the License Documentation, all Software shall be governed solely by a license for Standalone Versions (see Section 2.2.1).

2.2.1 Standalone Version. If LKSoft identifies the Software as a “Standalone Version” or if the License Documentation does not identify the Software by any of the version designations set forth in Section 2.2.2, Licensee may Install and Access one (1) copy of the Software on one (1) individual Computer, which may not be connected to a network in a manner that allows more than one (1) user to Access, upload, operate, view or otherwise create or use a copy of the Software. Licensee may not Install or Access the Software other than on one (1) computer at a time.

2.2.2 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, or is designated as a fixed-term license, a limited duration license or a rental license. In such case, the term of the license shall be the term identified by LKSoft in the applicable License Documentation (the “Designated Term”) or the term for which Licensee have paid, whichever is less. If LKSoft 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 Licensee first Installs the Software. Use of this 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 violation of this Agreement and intellectual property law.

2.3 Upgrades. If LKSoft labels the Software in the License Documentation as an upgrade or update (“New Version”) to software previously licensed to Licensee (“Previous Version”), Licensee must destroy all copies of the Previous Version, including any copies Installed on Licensee’s hard disk drive, and upon request by LKSoft return any License Documentation to LKSoft or the authorized distributor from whom Licensee acquired the Previous Version within one hundred twenty (120) days of Installing the New Version. LKSoft reserves the right to require Licensee to show satisfactory proof that the Previous Version has been destroyed. LKSoft or an authorized third-party in connection with the Software licensed to Licensee hereunder may provide Licensee additional software that supplements or extends the Software. 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. Notwithstanding the foregoing, Licensee may retain and need not destroy the Previous Version and may use the Previous Version solely if necessary (1) for the purposes of Installing the New Version hereby licensed and (2) for archival (backup) purposes in order to Install the New Version licensed by this Agreement if the initial installation fails.

2.4 Software Components. The Software is licensed to Licensee as a single product and its components may not be separated for distribution or use on more than one (1) Computer unless expressly permitted by LKSoft in the applicable License Documentation.

3. Permitted and prohibited actions

3.1 Permitted Actions

3.1.1 Backup Copy. Regardless of which version of the Software Licensee has acquired, Licensee may Install one archival (backup) copy of the Software. Such archival copy may not be Installed on another Computer, unless such other Computer is a partitioned drive of a server to which only the user of the active copy of the Software can Access. In any event, the archival copy may not be Accessed as long as another copy of the Software is Installed on any Computer. Except as expressly permitted under Section 2.2: (a) if the License Documentation is in printed form, it may not be copied; and (b) if the License Documentation is in electronic form, it may not be duplicated electronically.

3.2 Prohibited Actions. LKSoft does not permit any of the following actions and Licensee acknowledge that such actions shall be prohibited:

3.2.1 Use. Licensee may not Install, Access or otherwise copy or use the Software or License Documentation except as expressly authorized by this Agreement.

3.2.2 Reverse Engineering. Licensee may not reverse engineer, decompile, or disassemble the Software.

3.2.3 Modifications. Licensee may not modify, translate, adapt, arrange, or create derivative works based on the Software or License Documentation for any purpose.

3.2.4 Incorporation. Licensee may not incorporate the Software in whole or in part into another Software application for any purpose without the prior written permission of LKSoft.

3.2.5 Hosting or Third Party Use. Licensee may not Install or Access, or allow the Installation or Access of, the Software over the Internet, including, without limitation, use in connection with a Web hosting or similar service, or make the Software available to third parties via the Internet on Licensee’s computer system or otherwise.

3.2.6 Notices. Licensee may not remove, alter, or obscure any proprietary notices, labels, or marks from the Software or License Documentation.

3.2.7 Transfers. Licensee may not distribute, rent, loan, lease, sell, sublicense, or otherwise transfer all or any portion of the Software or License Documentation, or any rights granted in this Agreement, to any other person without the prior written consent of LKSoft.

3.2.8 Circumvention. Licensee may not utilize any equipment, device, software, or other means designed to circumvent or remove any form of copy protection used by LKSoft in connection with the Software, or use the Software together with any, authorization code, serial number, or other copy protection device not supplied by LKSoft directly or through an authorized distributor.

3.2.9 Export. Licensee may not export the Software or License Documentation in violation of this Agreement, German or other applicable export control laws.

3.2.10 Exceptions from Prohibitions. The prohibitions contained in this Section 3.2 shall not apply to actions that are expressly authorized under mandatory law (including, but not limited, to actions authorized under the fair use doctrine in Section 107 of the U.S. Copyright Act and laws implementing EC Directive 91/250 on the legal protection of computer programs) provided that Licensee may not exercise any rights arising under such mandatory laws unless and until Licensee has given thirty (30) days prior written notice to LKSoft to allow LKSoft, at its sole discretion, to provide an alternative remedy, e.g., information necessary to achieve interoperability of an independently created program with the Software.

Except as expressly provided otherwise in this Agreement, title, ownership and all rights and interest including, without limitation, copyrights, in and to the Software and License Documentation remain with LKSoft and its licensors. The structure, organization, and code of the Software are valuable trade secrets of LKSoft and its licensors and Licensee shall keep such trade secrets confidential. The Software and License Documentation are licensed, not sold.

5. LIMITED WARRANTY AND DISCLAIMERS

5.1 Limited Warranty. LKSoft warrants that, as of the date on which the Software is delivered by LKSoft and for ninety (90) days thereafter, the Software will provide the features and functions generally described in the License Documentation and that the media on which the Software is furnished, if any, will be free from defects in materials and workmanship. LKSoft's entire liability and Licensee’s exclusive remedy under the limited warranty provided in this Section 5.1 will be, at LKSoft's option, to attempt to correct or work around errors, to replace the defective media on which the Software is furnished, if any, or to refund the license fees and terminate this Agreement. Such refund is subject to the return of the defective media, if any, and License Documentation, with a copy of Licensee’s receipt to the authorized distributor from whom Licensee obtained the Software within ninety (90) days from the date of Licensee receipt of the Software.

5.2 Disclaimer. EXCEPT FOR THE EXPRESS LIMITED WARRANTIES PROVIDED IN SECTION 5.1 HEREOF, LKSOFT MAKES AND LICENSEE RECEIVE NO EXPRESS WARRANTIES. ANY STATEMENTS OR REPRESENTATIONS ABOUT THE SOFTWARE AND ITS FUNCTIONALITY IN THE LICENSE DOCUMENTATION OR ANY COMMUNICATION WITH LICENSEE CONSTITUTE TECHNICAL INFORMATION AND NOT AN EXPRESS WARRANTY OR GUARANTEE. IN ADDITION, LKSOFT SPECIFICALLY DISCLAIMS ANY OTHER WARRANTY INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, LKSOFT DOES NOT WARRANT THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE.

6. WARNINGS

6.1 Functionality Limitations. COMPUTER-AIDED DESIGN SOFTWARE AND OTHER TECHNICAL SOFTWARE ARE TOOLS INTENDED TO BE USED BY TRAINED PROFESSIONALS ONLY. THEY ARE NOT SUBSTITUTES FOR LICENSEE’S PROFESSIONAL JUDGMENT. COMPUTER-AIDED DESIGN SOFTWARE AND OTHER TECHNICAL SOFTWARE ARE INTENDED TO ASSIST WITH PRODUCT DESIGN, MANUFACTURING, AND INSPECTION, AND ARE NOT SUBSTITUTES FOR INDEPENDENT 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. LKSOFT SHALL NOT BE LIABLE IN ANY MANNER WHATSOEVER FOR THE RESULTS OBTAINED THROUGH THE USE OF THE SOFTWARE. PERSONS USING THE SOFTWARE 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. PERSONS USING THE SOFTWARE 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.

6.2 Activation Code Required.

A. INSTALLATION, ACCESS, TRANSFERS AND CONTINUED USE OF THE SOFTWARE MAY REQUIRE AN ACTIVATION CODE. LICENSEE MUST REGISTER HIS OR HER ACQUISITION OF THE SOFTWARE WITH LKSOFT BEFORE AN ACTIVATION CODE IS ISSUED TO LICENSEE. LKSOFT SHALL USE LICENSEE’S REGISTRATION DETAILS IN CONFORMANCE WITH ITS APPLICABLE PRIVACY POLICY, WHICH IS INCLUDED IN THE LICENSE DOCUMENTATION OR AVAILABLE ON LKSOFT’S WEBSITE OR ON REQUEST.

B. THE ACTIVATION SECURITY MECHANISMS MAY DISABLE THE SOFTWARE IF LICENSEE ATTEMPTS TO TRANSFER THE SOFTWARE TO ANOTHER COMPUTER, IF LICENSEE TAMPERS WITH THE DATE SETTING MECHANISMS ON LICENSEE’S COMPUTER, IF LICENSEE USES THE SOFTWARE PAST AN APPLICABLE EVALUATION PERIOD OR LIMITED TERM, OR IF LICENSEE UNDERTAKES CERTAIN OTHER ACTIONS THAT MAY OFFSET THE SECURITY MODE. MORE INFORMATION IS CONTAINED IN THE APPLICABLE LICENSE DOCUMENTATION OR AVAILABLE FROM LKSOFT ON REQUEST.

6.3 Educational Institutional and Student Versions. WORK PRODUCT AND OTHER DATA CREATED WITH EDUCATIONAL INSTITUTIONAL VERSIONS AND STUDENT VERSIONS OF THE SOFTWARE CONTAINS CERTAIN NOTICES AND LIMITATIONS THAT MAKE THE DATA UNUSABLE OUTSIDE THE EDUCATIONAL USE AREA. IF LICENSEE COMBINES OR LINKS DATA CREATED WITH EDUCATIONAL INSTITUTIONAL VERSIONS OR STUDENT VERSIONS OF THE SOFTWARE WITH DATA OTHERWISE CREATED, THEN SUCH OTHER DATA MAY ALSO BE AFFECTED BY THESE LIMITATIONS.

7. LIMITATION OF LIABILITY

IN NO EVENT SHALL LKSOFT OR ITS LICENSORS HAVE ANY LIABILITY FOR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS, REVENUE, DATA, OR COST OF COVER. IN ADDITION, IN NO EVENT SHALL THE LIABILITY OF LKSOFT OR ITS LICENSORS FOR ANY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THIS AGREEMENT EXCEED THE AMOUNT PAID OR PAYABLE BY LICENSEE FOR THE SOFTWARE ALLEGEDLY RESPONSIBLE FOR SUCH DAMAGES. THE LIMITATIONS OF LIABILITY IN THIS SECTION 7 SHALL APPLY 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 LKSOFT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER THE LIMITED REMEDIES AVAILABLE HEREUNDER FAIL OF THEIR ESSENTIAL PURPOSE.

8. GENERAL

8.1. No Assignment; Insolvency. This Agreement and any rights hereunder are non-assignable and any purported assignment shall be void. The Agreement and the licenses granted hereunder shall terminate without further notice or action by LKSoft if Licensee becomes bankrupt or insolvent, or makes an arrangement with Licensee’s creditors or goes into liquidation.

8.2. Choice of Law. This Agreement and any disputes arising out of or in connection with this Agreement shall be governed by German law. The court having jurisdiction is Fulda.

8.3 Entire Agreement. This Agreement and the applicable License Documentation constitute the entire agreement between LKSoft and Licensee and supersede any other previous or contemporaneous communications, agreements, representations, or advertising with respect to the Software and License Documentation. Any modifications to this Agreement shall be invalid, unless made in a duly signed writing.

8.4 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 any other provision of this Agreement in any other jurisdiction.

8.5 Language. The English language version of this Agreement is legally binding in case of any inconsistencies between the English language version and any translations.

LKSoftWare GmbH, Steinweg 1, 36093 Kuenzell, Germany

Registration: Fulda, 5 HRB 1246