LOGOPRESS SAS - License and Services Agreement

Reference: CLSLP_uk_20a(10/20)

The terms and conditions that follow (hereunder named “License Agreement” or “Agreement”) set forth a legal agreement between you (either an individual or an entity), the end user, and LOGOPRESS SAS a French company with its principal place of business at POUILLEY LES VIGNES 25115 – France (hereunder named “LOGOPRESS”), relating to the LOGOPRESS computer software and its electronic or written documentation (hereunder named “Software” or “LOGOPRESS Software). The term “Software” includes and these terms and conditions also apply to, any updates or upgrades to the Software that you may receive from time to time. The Software is designed to run with the Solidworks software, made available by Dassault Systèmes Solidworks Corporation, in the Solidworks level release, mentioned by LOGOPRESS for each Software release. This Agreement ONLY applies to the LOGOPRESS Software; it does NOT apply to the Solidworks software, to which the “Dassault Systèmes SolidWorks Corporation License and Online and Subscription Service Agreement” applies.

LOGOPRESS hereby offers you a license on the terms set out in this Agreement. Carefully read these terms and conditions BEFORE installing the LOGOPRESS Software. If you do not explicitly agree to these terms and conditions, the installation process will be stopped immediately. In such case, and if a down-payment was effected, send a claim for refund within 20 business days after down-payment to the address to which your purchase order was sent. By completing the LOGOPRESS installation you accept to be bound by the terms and conditions of this Agreement.

1 - Grant of LOGOPRESS Software License

1.1 License Term

Depending on the items that were ordered and as stated in the purchase order LOGOPRESS herewith grants to you the right to use the Software during one of the following license terms:

“Annual License” means your non-exclusive, non-transferable, non-sub-licensable, non- assignable right to use a specific version of the Software, in object code in accordance with the type of license chosen (Node Locked License, Floating License or Mobile-locked License as defined in 1.3 below) on a dedicated physical or virtual device computer (except if you also buy a floating license manager) including printed and/or electronic user documentation (“Documentation”) and including Support and Maintenance Services during a one year subscription term. In some specific cases and if explicitly stated in the respective purchase order, such term may be longer or shorter. License grant is subject to receipt of full license fee payment. Until such date, any right to use that may be granted on a strictly temporary basis, only.

“Perpetual License” means your non-exclusive, non-transferable non-sublicensable, non- assignable right to use a specific version of the Software in object code in accordance with the type of license (Node Locked License, Floating License or Mobile-locked License as defined in 1.3 below) on a dedicated physical or virtual device computer (except if you also buy a floating license manager) including the Documentation for an indefinite term. License grant is subject to receipt of full license fee payment. Until such date, any right to use that may be granted on a strictly temporary basis, only.

1.2 Technical Specifications

A software security mechanism is embedded in the Software; an electronic key, linked with the characteristics of the physical or virtual device(s) computer on which you will install and use LOGOPRESS and tie the license, will be generated after you have accepted the terms and conditions of this Agreement and submitted the registration file by e-mail. Until receipt of full payment by LOGOPRESS, you will be granted a temporary license. Payment of the full license fee entitles you to use the Software with the computer or the local area network in case of a Floating License designated by you and for which an electronic key has been generated during the applicable license term. In case of a new Software release, the electronic key will change. For Perpetual Licenses, the new LOGOPRESS Software release will only be delivered if you a) subscribe to the Software maintenance service (Article 3), or b) in the future, order a Software upgrade.

Any Software upgrade or update delivered replaces the previous Software version – no additional license is granted and any further use of the previous Software version is forbidden.

You may not provide access to the right to use the Software to a third party. You may not reverse engineer or modify the Software or attempt to reverse engineer, decompile, disassemble or otherwise attempt to obtain the source code of the Software.

If you license the Software Logopress ProgSim, you understand and confirm that the following restrictions apply:

  • Logopress ProgSim can only be started and used inside of a Logopress DieDesign session based on a strip layout assembly (Logopress ProgSim is an add-on to Logopress DieDesign)
  • The final part (created at the end of the strip layout) must be enclosed into a bounding box for which the largest dimension is within the limits specified in the pertaining purchase order. For the purpose of this specification, Bounding Box is defined as the smallest box that completely encloses a part, oriented in such a way that its volume is minimal.

1.3 Type of License:

Node-locked License: A single-user license valid for one specific computer with indicated Host ID. Operating this computer as a terminal server, redirecting the computer’s display or transferring the license to another computer, as well as copying and operating the computer as a virtual machine are explicitly prohibited. The license(s) is (are) stored in a special license file and must be saved in the installation directory.

Floating License: Allows several users the right to use the LOGOPRESS software which is installed on as many interconnected workstations as desired and which can be used within a defined geographical area. A contractually agreed upon defined number of licenses is activated for each LOGOPRESS product. The licenses are located on a central license server which is linked to the network. They are retrieved from the server as needed as long as there are licenses available. A license is retrieved when starting up SOLIDWORKS, if LOGOPRESS is defined as active add-in, whereas a license is released when exiting SOLIDWORKS.

Mobile-locked License: A single-user license locked to a portable key (currently a dedicated USB key but this item may change in future or become virtual) with a single serial number. This license can be used from any computer to which the key is “plugged” into, but operating such computer as a terminal server, redirecting the computer’s display as well as copying and operating the computer as a virtual machine are explicitly prohibited. The license(s) is (are) stored in a special license file and must be saved in the installation directory.

While in case of a Perpetual License the software license itself is granted on a perpetual basis, the floating license or the license locked to a portable key needs to be replaced free of charge after one year.

2 - Intellectual Property Rights

LOGOPRESS, its suppliers or licensors own and retain all copyright, trademarks, trade secret and other intellectual property rights in and to the LOGOPRESS Software and the Documentation. The Software and the Documentation are protected by copyright laws and other intellectual property laws. The Software is licensed, not sold. You obtain only such rights as are specifically provided by this Agreement. You may copy the Software into any machine-readable form for back-up purposes and within the license restrictions of this Agreement. You may not remove from the Software or Documentation any copyright or other proprietary rights notice or any disclaimer.

The Software includes software and documentation from a third party which shall be subject to any obligations or restrictions imposed by such third party’s license terms and which shall only be used by you in connection with the Software and for the term of the respective license grant.

LOGOPRESS takes necessary legal and practical measures to protect its intellectual property and to eliminate piracy from its Software. In this context, the Software may include a security mechanism that detects the illegal installation or use of copies, and collects and transmits data on these illegal copies. The information collected does not include data created by you with the Software. By using the Software, you agree that such information may be detected, collected, transmitted and then used if an illegal copy is detected.

3 - Support and Maintenance Services

LOGOPRESS provides certain support and maintenance services in connection with the Software:

  1. For Annual Licenses free of charge during the whole applicable license term; or
  2. For Perpetual Licenses only after your subscription to Support and Maintenance Services for the Software and your payment of the subscription fee for the applicable subscription term (“Subscription Term”). The Subscription Term runs from the first day of the month following the date of your respective order and for the term specified in the respective quote/invoice. If LOGOPRESS does not receive payment of the Services fee within the 45 days following the order, LOGOPRESS is entitled to stop it without prior notice.

LOGOPRESS explicitly reserves the right to stop offering the Perpetual Licenses model plus pertaining Services Subscription at any point in time at its free discretion. In such case, you will still be able to use the Software that had been licensed to you perpetually, but no Support and Maintenance Services will be offered to you after expiry of your then current Subscription Term.

Support Services entitle you to:

  • Access our customer area on our website 24 hours by 7 days/week (LOGOPRESS does not assume any liability for downtimes connected to technical problems).
  • Receive advice and instructions from LOGOPRESS or a LOGOPRESS reseller regarding installation and use of the Software by means of telephone, e-mail or internet communication during regular business hours.

Maintenance Services entitle you to:

  • Obtain the latest updates to the Software and all major upgrades for the Software release (either through down-load from our website or by receipt of a CD-ROM or other, according to our instructions).
  • Receive assistance by means of telephone, e-mail or internet during LOGOPRESS’ normal business hours in diagnosing errors, malfunctions and defects of the Software (excluding unexpected, inaccurate or invalid results obtained) to perform any material function specified in the documentation of the Software. LOGOPRESS will use reasonable efforts to correct such errors, malfunctions or defects or to offer work-around suggestions. Maintenance Services do not include correction of, third party software and do not include assistance necessary as a result of your not using the Software in accordance with the Agreement.

Support Services and Maintenance Services are collectively referred to as “Services” herein.

4 - Term / Termination

After receipt by LOGOPRESS of full payment of the applicable fee, the license granted herein will in case of an Annual license continue until the end of the applicable license term defined in the purchase order. In case of a Perpetual License, the license granted herein will continue for an indefinite term. If End User ordered Subscription Services, the Services will be provided until the end of the term defined in the respective purchase order. The term of this Agreement will continue during any such term, unless it is terminated in accordance with this Article 4. Neither party may terminate this Agreement or any license granted hereunder without cause. LOGOPRESS may terminate any license granted hereunder and/or the Agreement immediately upon written notice to you if you breach any provision of this Agreement and fail to cure such breach within fifteen (15) days of notice thereof or without any grace period if such breach is incurable. Upon the termination of the license and/or the Agreement, you will promptly return to LOGOPRESS or destroy all copies of the Software and Documentation covered by the license as instructed by LOGOPRESS.

5 - Warranty Provisions

5.1 Limited Warranty

LOGOPRESS warrants that the Software will be free from material defects in materials and workmanship and will perform substantially in accordance with the supplied Documentation a) during the applicable license term in case of an Annual License and b) for a period of ninety (90) days from the date of receipt of the Software by you in case of a Perpetual License. LOGOPRESS also warrants that any Services it provides from time to time will be performed in a workmanlike manner in accordance with reasonable commercial practice. LOGOPRESS’ entire liability and your sole remedy under this warranty shall be that LOGOPRESS a) uses reasonable efforts to repair or replace the nonconforming media or Software or to re-perform the Services or b) at LOGOPRESS’s discretion refunds the amount received from you for the Software or the Services during the applicable license term or Subscription Term.

5.2 Exceptions and Disclaimers on Warranty

LOGOPRESS’ limited warranty as per Article 5.1 above is not provided in the event that i) the Software is damaged or destroyed accidentally or voluntarily by a person not belonging to the LOGOPRESS staff, or ii) in case you do not fully comply with your contractual obligations under this Agreement, or iii) if the Software is used inappropriately for its purpose or used in combination with software or hardware products that have not been expressly recognized as compatible by LOGOPRESS, or iv) if you fail to incorporate and use all updates to the Software available from LOGOPRESS.

You acknowledge that the Software uses state of the art technology. Except for the explicit warranty provided under Article 5.1 above, and to the fullest extent permitted by applicable law, LOGOPRESS and its distributors and licensors provide the Software “as is” without any warranty, express or implied, including any implied warranty of merchantability or fitness for use for a particular purpose, or operation without interruption or any free from defects warranty. You shall in any event be solely responsible for the selection, suitability and efficiency of the Software for its intended purpose and you assume all risks arising from such use.

6 - Limitation of Liability

To the extent permitted by applicable local laws, the liability of LOGOPRESS and its licensors, whether in contract, tort (including slight negligence) or otherwise, arising out of or in connection with the Software or Documentation furnished hereunder and any Services supplied from time to time shall not exceed the license fee you paid for the Software or any fee you paid for the Services in the twelve (12) months immediately preceding the date your claim arose. To the extent permitted by applicable law, LOGOPRESS or its licensors shall not be liable for special, indirect, incidental, punitive or consequential damages (including without limitation damages resulting from loss of use, loss of data, loss of profits, loss goodwill or loss of business) arising out of or in connection with the use of or inability to use the Software or Documentation furnished hereunder and any Services supplied from time to time, even if LOGOPRESS or its licensors have been advised of the possibility of such damages. Notwithstanding the foregoing, in no event shall LOGOPRESS’ liability be limited in the case of death or personal injury arising as a result of the negligence or willfull misconduct of LOGOPRESS.

To the extent that LOGOPRESS’s liability is excluded or limited, the same also applies to its employees, representatives, affiliates or any other persons it employs in the performance of a contractual obligation under this Agreement.

7 - Export Restrictions

The country of use of the Software is assumed to be the one you specified for the billing address when you purchased it. The Software and Documentation delivered under this Agreement are subject to local export control laws and regulations, and may be subject to export or import laws and regulations of other countries, including but not limited to the Export Administration Regulations of the United States of America and its embargoed country list. You explicitly acknowledge your responsibility to fully comply with all such laws and regulations at your sole expense.

8 - Information on Collection and Use of Personal Data

You agree that LOGOPRESS stores and uses all data and information required for or resulting from the business relationship between us (including but not limited to contractual documents and information about you and your auxiliary persons) as necessary for due performance of this Agreement. Such data may be stored and used in and out of your country of incorporation and it may be disclosed to affiliated companies of LOGOPRESS for providing services, fulfillment of legal requirements or for internal audit and/or supervisory requirements; to the extent LOGOPRESS processes personal data within the meaning of Art. 4 no. 1 of the Regulation (EU) 2016/679 (General Data Protection Regulation – GDPR) LOGOPRESS complies with applicable data protection law. The processing of personal data is described in LOGOPRESS’s customer privacy policy as available under https://www.logopress.com/en/privacy-policy.php.You shall provide this customer privacy policy to any of your users of the Software.

9 - General Provisions

Any provision of this Agreement held to be invalid, illegal or unenforceable by a court of competent jurisdiction shall be deemed severed from this Agreement and shall not affect the validity and enforceability of the remaining clauses. The parties agree to promptly attempt to reach an agreement on a substitute clause.

Any provisions which by their nature may be reasonably inferred to have been intended to survive termination shall survive as enforceable rights and obligations.

This Agreement is the entire Agreement between you and LOGOPRESS concerning the Software and any associated services and supersedes all prior understandings, writings, proposals, representations or communications, oral or written.

This Agreement may be amended only in writing and if duly signed by both parties.

The language of this Agreement is English. If at any time or from time to time LOGOPRESS decides to provide a translation of this Agreement to another language, the translation shall only be for information and this English version shall be the binding one.

This Agreement is governed by French law, without regard to conflicts of law principles. All disputes arising out of or in connection with this Agreement shall be mutually discussed with the aim to reach an amicable agreement. In the absence of an amicable agreement, Place of Jurisdiction for any disputes shall be the court of Besançon - France.