PDF3D End-User License Agreement Version 24, 17 September 2021

This Visual Technology Services Ltd. PDF3D License Agreement (“Agreement”) is a legal agreement between you (“you”), either an individual or a single commercial entity (“LICENSEE”) and Visual Technology Services Ltd. (“VTSL”) at The Bowler Barn, Bartletts Court, Bath Road, Littlewick Green, Maidenhead, Berkshire, SL6 3RX, UK, for the use of computer software and associated media (collectively, the “Licensed Software”). By using the Licensed Software, LICENSEE agrees to be bound by the terms of this Agreement.

The Agreement covers the following Packages and Components: PDF3D-SDK, PDF3DXmlServer, PDF3DReportGen ParaViewPlugin, GeoExpress, PDF3D in PowerPoint, TableToPdf, PDF3DMerge, VRML_to_PDF3D, GRD_to_PDF3D, GeoTIFF_to_PDF3D, Teigha_to_PDF3D, PDF3DKompas plugin, Petrel Plugin, U3D, PRC encoding, PDF3D with OFFICE plugins, PDF3D with WORD, PDF3D License server, PDF3D-CAE, PDF3D Spatial Modeler Plugin, SPAN-PDF3D, PDF3D.IO, More-PDF and other associated utilities, plugins and programs as included in the current Licensed Software packages.

1. GRANT OF LICENSE

This Agreement covers the TRIAL-EVALUATION, FULL, DONGLE, PERIODIC and FLOATING editions of the Licensed Software.

1.1 TRIAL-EVALUATION, FULL or FLOATING Conditions

The FULL Fixed or FLOATING license conditions apply only after purchase, defined as an agreed transaction between LICENSEE and VTSL, including receipt of purchase order, payment, or signed contract. Without such an acknowledged purchase event, this license is considered issued under the TRIAL Evaluation conditions. Prior to purchase, this agreement does not imply or commit Licensee to any purchase transaction or contract.

1.2 Conditions of Use

If FULL, purchased conditions apply, then Licensee may use the Licensed Software to operate and process data from designated computer systems only, at one installation of the system, and for no other purpose. You do not have a royalty free right to reproduce, and/or distribute, in object code form or any other form, the installation executable files included in the Licensed Software. You may not modify copyright notices embedded in the resources contained in the installation executable files. The LICENSEE is prohibited from operating the single node-locked version of the Licensed Software on a shared server for multiple remote users to access without prior agreement.

1.3 TRIAL Evaluation Conditions

The Trial license is a subset of the FULL license, with the following restrictions. The license term is for a fixed limited period, nominally 30 days after download, unless an extension is otherwise agreed with VTSL, including the period covered by trial activation license keys. During the trial period LICENSEE may test, evaluate, experiment and learn about the product and use it for no other purpose. LICENSEE may not create any products for resale, or share such integration with third parties, or use the software for commercial projects. The Software License terminates automatically at the end of the trial period.

1.4 FLOATING Conditions

The FLOATING license applies with the same license conditions as FULL, whereby the Licensed Software may operate on a private non-public network, which includes a designated license server, with local client systems running the Licensed Software enabled by communication with the license server.

1.5 License Transfer Conditions

Before the transfer, the Licensee must agree that VTSL Software License Agreement applies to the transfer and use of the software. A license transfer form, provided by VTSL, must be completed and submitted to VTSL. The software must be deleted from server (computer) after the transfer has been completed. When you reassign the license, that new server (computer) becomes the “licensed computer.”

1.6 Assignment Conditions

You may reassign this software license to a different server (computer) any number of times in a calendar year.

1.7 Upgrades outside of Maintenance

Update software download links will not be supplied to licensees with software that is not under a current maintenance and or warranty agreement. When restoring maintenance after a gap, back maintenance is due; please contact VTSL to review your specific situation.

1.8 PRICING AND PAYMENTS

1.8.1 Pricing structure and rates may be changed at any time without notice. Price changes do not affect existing Licenses. The new rates are applicable to the existing Licenses only when the License is renewed. VTSL warrants that the price applied upon grant will remain unchanged for a 1-year period from the date of receipt of the related License Key.

1.8.2 You bear the risk of malfunction of the means of payment, and fully discharge VTSL from any and all liability in this respect. As such, VTSL shall not be responsible for any payment failure, in particular those resulting from inaccurate payment card details.

1.8.3 Recurring periodic payments require that by acquiring Licensed Software on a regular payment basis (the “Recurring Payments”), You authorize VTSL to charge your means of payment automatically and warrant that such means of payment has a sufficient limit (credit card) or sufficient funds (bank accounts) to pay any due Recurring Payments.

1.8.4 You may cancel Recurring Payments by contacting VTSL at least 30 (thirty) days prior to the next Recurring Payment due date. If You submit a cancellation request after this time, the cancellation will not take effect until the following Recurring Payment due date.

2. COPYRIGHT

The Licensed Software is owned by VTSL and is protected by United Kingdom copyright laws and international treaty provisions. Therefore, you must treat the Licensed Software like any other copyrighted material (e.g., a book or musical recording), except that you may either (I) make one copy of the Licensed Software solely for backup purposes, provided you reproduce and include VTSL’s copyright and trademark notices contained on the original disk labels on such backup copy, or (II) transfer the Licensed Software to a single hard disk, provided you to keep the original solely for backup or archival purposes. You may not copy the written materials accompanying the Licensed Software.

3. PATENTED MATERIAL

The Licensed Software includes material protected by patents GB2477368, G82484561, US8736603, GB2521452, US9424662, AU2011315250, US9691006, EP2628145, EP2628145, CA2814226, AU2015264921, US10019649, EP2592596, EP3091512, HK1182208, EP2887262, by VTSL and is protected by both national and international Law. The patents covering this software at a given time may be granted, pending, published or unpublished, with designated coverage in multiple countries. This agreement does not grant patent usage rights.

4. OTHER RESTRICTIONS

4.1 You may not use, copy, or modify the files containing the Licensed Software, or any backup copy, in whole or in part, or translate such files into any other file format or language, except as expressly provided for in this agreement and where the Licensed Software is delivered with hardware you may only use it as a part of that hardware. You may not rent, lease or sublicense the Licensed Software, but you may transfer the Licensed Software and accompanying written materials on a permanent basis, provided that you retain no copies, and that the recipient agrees to the terms of this License Agreement, immediately contacts VTSL to inform VTSL of such transfer and pays to VTSL a transfer fee in an amount to be determined by VTSL and in effect at such time. Upon such transfer, the original installation license is automatically terminated.

4.2 You may not reverse engineer, decompile, disassemble or otherwise attempt to learn the source code of the Licensed Software for any purpose whatsoever.

5. TERM AND TERMINATION

5.1 Your license is effective upon your acceptance of this agreement and installing (or, if delivered installed, using) the Licensed Software. You may terminate it at any time by destroying the Licensed Software together with all copies and sending written notification to VTSL. It will also terminate upon conditions set forth elsewhere in this Agreement, including expiry of evaluation period, or if you fail to comply with any term or condition of this Agreement. You agree upon such termination to destroy all copies of the Licensed Software in any form in your possession or under your control.

5.2 If You have purchased a license for a specified period, unless earlier terminated as otherwise set forth in this Agreement, the term of this Agreement will commence on the date you accept this agreement and will continue for a specified length as indicated on the invoice provided to You (the “Term”). At the end of the Term, unless otherwise agreed in writing by the parties, this Agreement will terminate and you shall follow the termination protocol detailed in Section 5.1.

6. WARRANTY

VTSL offers limited warranty of performance, with regard to the licensed software and all accompanying materials. VTSL warrants (i) that the Licensed Software substantially complies with the documentation provided to the Licensee at the time of purchase, and (ii) performing design and development services for Licensed Software with the exercise of all the reasonable skill, care and diligence to be expected of an appropriately qualified and competent consultant experienced in carrying out equivalent services for developments of a similar size, scope, complexity, value and purpose to the development. This warranty is further restricted by clause 8.2 of this Agreement. Except as expressly stated in this Clause 6, to the extent allowed by applicable law, VTSL expressly disclaims all warranties and conditions of any kind, express or implied, including without limitation any warranty, condition or other implied term as to merchantability, fitness for a particular purpose or noninfringement, or that the Licensed Software will be secure, uninterrupted or error free.

7. CUSTOMER REMEDY

Subject to Clause 8.1, VTSL offers no customer remedy with regard to the licensed software and all accompanying materials other than return and refund of purchased and paid license fees.

8. LIMITED LIABILITY

8.1 VTSL does not exclude or restrict liability for fraud, or for death or personal injury caused by its negligence.

8.2 For regulated engineering, structural design or health care use, Licensee is responsible for verification and validation of PDF3D operations and results. Any such use is on an AS-IS basis and is excluded from the Licensor’s liability.

8.3  Subject to Clause 8.1, VTSL is excluded from liability in areas where you assume or take responsibility, among other things, (I) the selection of the Licensed Software to achieve your intended results, (II) the acquisition of other software (including any programming or operating system software) and/or equipment compatible with the Licensed Software, and (III) the installation, use and results obtained from the Licensed Software, and (IV) conditions of intended use of clause 8.2..

8.4 Subject to Clause 8.1, VTSL shall not be liable to you for loss of profit, revenue, contracts, anticipated savings or any indirect or consequential loss.

9. CONFIDENTIALITY

To the extent allowed by law, the Licensee shall keep confidential and utilize its best efforts to prevent unauthorized disclosure of all licensed materials, including information, agreements, software, documentation, data, images, libraries and associated media of the Licensed Software, and treat all such materials as commercially sensitive and confidential information. This confidentiality obligation shall not extend to any information now or hereafter publically known by virtue of disclosure not attributable to Licensee. The Licensee shall immediately notify VTSL upon discovery of any loss or unauthorized disclosure of the confidential information.

10. UPDATES & TECHNICAL SUPPORT

VTSL offers no obligation for technical support of the Licensed Software. VTSL may, from time to time, revise or update the Licensed Software. In so doing, VTSL incurs no obligation to furnish such revision or updates. Support and upgrades are subject to paid maintenance status. When restoring maintenance after a gap, back maintenance is due; please contact VTSL to review your specific situation.

11. INDEMNIFICATION.

You agree to defend, indemnify and hold VTSL harmless from any claim, demand or liability, including reasonable attorneys’ fees, made by any third party due to or arising out of your use of the Licensed Software or your violation of this Agreement.

12. GENERAL TERMS

12.1 The Software License is intended to grant use of the software by the Licensee only. Title, intellectual property, copyright, patents, designs, trade secrets and copies of the software remain at all times property owned by VTSL.

12.2 The Software License is not transferable and any attempt by you to rent, lease, sublicense, assign or transfer any of the rights, duties or obligations hereunder, Software License is void. The License may be assigned by VTSL to any successor vendor of the named software. This Agreement and the conduct of the parties hereto shall be governed by the laws of England and Wales and shall be subject to the exclusive jurisdiction of the courts of England and Wales

12.3 You acknowledge that you have read this agreement, understand it and agree to be bound by its terms and conditions. You further agree that it is the complete and entire agreement between you and VTSL which supersedes any proposal or prior agreement. You acknowledge that you have not relied upon any statement or representation made by the VTSL in agreeing to enter into this license agreement.

12.4 Clickwrap Acceptance by means of an interactive software-implemented license acceptance system shall be interpreted as a valid means of accepting this agreement in full.

12.5 VTSL explicitly rejects the applicability of any general terms and conditions of the Licensee. Failure by VTSL to object to the terms and conditions set by the Licensee shall in no event be construed as an acceptance of any of the terms and conditions of the Licensee.

12.6 Any use of the Licensed Software shall be in compliance with all relevant international, U.N., Canada, USA or EU sales, export control, economic sanctions, import and anti-boycott laws, restrictions and regulations (“Trade Control Laws”) and the Licensee agrees to comply with them. The Licensee represents and warrants that the Licensee is not located in a country that is subject to embargo, or that has been designated by the United States as a “terrorist supporting” country; and that the Licensee, and its shareholders, members, partners or other owners, are not listed in any Canadian, United States or EU sanction list of prohibited or restricted parties and that the Licensee will comply with relevant sanctions and embargos.  The Licensee shall indemnify and hold the Licensor and its directors, officers, employees, and affiliates harmless from any Claims and Costs related to Licensee violation or alleged violation of any Trade Control Law or of this Section. The Licensor shall have the right to terminate this Agreement immediately upon the Licensor’s determination that the Licensee has violated or attempted to violate any Trade Control Law or this Section.

12.7 If any provision of this Agreement is determined to be illegal or unenforceable, then such provision shall be severed and deleted, or modified and limited as to give effect to the original intent of the parties and to the extent necessary for this Agreement to be otherwise enforceable. Any such deletion or modification will not affect the validity of the balance of the Agreement, which shall remain valid and continue in full force and effect with respect to all other provisions. However, if in VTSL’s opinion, modification or deletion of any provision of this Agreement by operation of this Section unreasonably compromises the rights or increases the liabilities of VTSL, VTSL reserves the right, despite any other provision of this Agreement, to terminate this Agreement and refund the license fee paid by You attributable to the remaining portion of the Term, as Your sole and exclusive remedy.