PTC EVALUATION LICENSE AGREEMENT

PLEASE READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE DOWNLOADING, INSTALLING OR ACCESSING THE PTC SOFTWARE (THE "SOFTWARE"). BY DOWNLOADING, INSTALLING AND/OR ACCESSING THE SOFTWARE, YOU ARE ACKNOWLEDGING THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND THAT YOU AND ANY ORGANIZATION OF WHICH YOU ARE AN EMPLOYEE OR REPRESENTATIVE AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.

IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, DO NOT ACCEPT THIS AGREEMENT AND DO NOT DOWNLOAD, INSTALL OR ACCESS THE SOFTWARE, OR, IF YOU HAVE RECEIVED A MEDIA PACKAGE CONTAINING THE SOFTWARE, PROMPTLY RETURN THE SOFTWARE TO PTC.

  1. GRANT OF LICENSE. Upon your acceptance of this Agreement, PTC grants you a non-exclusive, non-transferable, non-assignable license (a "License") solely to evaluate the Software from the date of this Agreement until the license key embedded in the Software terminates your right to access the Software (but in no event more than thirty days). You hereby agree not to use the Software for production purposes. You hereby represent that you (i) are not a competitor of PTC or employed by a competitor of PTC, (ii) are directly involved in the evaluation of the Software, and (iii) are bound to preserve the confidentiality of the Software and to comply with the terms and conditions of this Agreement.
  2. INTELLECTUAL PROPERTY RIGHTS. You hereby acknowledge that PTC and its licensors are the sole owners of the Software and of all copies thereof, and of all copyright, trade secret, patent, trademark and other intellectual or industrial property rights therein. You shall not copy or otherwise reproduce the Software in whole or in part.
  3. NON-DISCLOSURE. You acknowledge that the ideas and the expressions thereof contained in the Software, as well as any information provided to you by PTC in connection with the Software, are confidential and proprietary information and trade secrets of PTC and its licensors and that PTC will disclose such information and trade secrets to you in confidence. You shall not cause or permit the decompilation, disassembly or reverse engineering of the Software or disclosure, copying, display, loan, publication, transfer of possession (whether by sale, exchange, gift, operation of law or otherwise) or other dissemination of the Software, or of any information provided to you by PTC in connection with the Software, in whole or in part, to any third party without the prior written consent of PTC. You shall take all reasonable steps to safeguard the Software.
  4. WARRANTIES. PTC WARRANTS THAT IT IS AUTHORIZED TO GRANT THE LICENSE(S). EXCEPT AS SPECIFICALLY STATED IN THIS SECTION 4, THE SOFTWARE ARE PROVIDED "AS IS" AND PTC DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
  5. LIMITATION OF LIABILITY. THE WARRANTY PROVISION OF SECTION 4 STATES THE ENTIRE LIABILITY OF PTC WITH RESPECT TO THE SOFTWARE, INCLUDING WITHOUT LIMITATION ANY LIABILITY FOR BREACH OF WARRANTY, OR FOR INFRINGEMENT OR ALLEGED INFRINGEMENT OF ANY PATENTS, COPYRIGHTS, TRADEMARKS, TRADE SECRETS OR OTHER INTELLECTUAL OR PROPRIETARY RIGHTS BY THE SOFTWARE, OR USE OF THE SOFTWARE. PTC’S MAXIMUM LIABILITY ARISING OUT OF, OR RELATING TO, THE CREATION, LICENSE, SUPPLY OR USE OF THE SOFTWARE OR OTHERWISE RELATING TO THIS AGREEMENT, WHETHER BASED UPON WARRANTY, CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED FIVE THOUSAND DOLLARS. IN NO EVENT SHALL PTC BE LIABLE FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OR INACCURACY OF DATA OR LOSS OF USE DAMAGES, EVEN IF PTC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
  6. RESTRICTED RIGHTS. If you are, or are employed by, a United States Governmental entity, you agree that the Software is "commercial computer software" under the applicable federal acquisition regulations and is provided with the commercial license rights and restrictions described elsewhere herein. If you are acquiring the Licensed Product(s) under a United States government contract, you agree that you will include all necessary and applicable restricted rights legends on the Software and the Documentation to protect PTC’s proprietary rights under the FAR or other similar regulations of other federal agencies. You agree to always include such legends whenever the Software are, or are deemed to be, a deliverable under a Government contract.
  7. THIRD PARTY TERMS. Additional licensing terms applicable to third party components of the Software are specified on www.ptc.com at http://www.ptc.com/company/third_party_terms.htm. The "Schedule of Third Party Terms" available at such URL is hereby incorporated herein by reference.
  8. Export Agreement. Parametric Technology Corporation (PTC) and PTC software are subject to United States (U.S.) export control laws and regulations. By checking the box below you hereby specifically warrant and represent the following:
    1. You are eligible to receive and use U.S. exports;
    2. You are not listed on either the U.S. Department of Commerce’s Entity List or Denied Persons List or the U.S. Department of Treasury’s List of Specially Designated Nationals;
    3. You are not residing in or a national of CUBA, IRAN, NORTH KOREA, SUDAN, OR SYRIA;
    4. You will not use or divert for use, directly or indirectly, any PTC software or technical data relating thereto (a) in any nuclear related activity (civilian or military), (b) in the design, development, production, stockpiling or use of missiles, and/or (c) in the design, development, production, stockpiling or use of biological or chemical weapons; AND
    5. You will not re-export or divert any PTC software or technical data relating thereto to any third party or region and you agree to not distribute, any software, technical data or any products derived from software or technical data provided hereunder in contravention of U.S. law or regulation
    You hereby acknowledge and further agree that (i) a violation of any of the above representations constitutes a violation of your license to use PTC software and therefore will be cause for the immediate termination of your license to use any PTC software and (ii) PTC may terminate your license to use PTC software in its entirety, effective immediately and without advance notice, if PTC or an agency of the U.S. Government determines that a U.S. export license or other U.S. governmental approval is required for you to obtain or use (or continue to use) PTC software.
  9. GENERAL. This Agreement and all disputes arising under, out of, or in any way connected with this Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without reference to conflict of laws principles (and specifically excluding the U.N. Convention for the International Sale of Goods). All disputes arising under, out of, or in any way connected with this Agreement shall be litigated exclusively in the courts of the Commonwealth of Massachusetts, and in no other court or jurisdiction. You may not delegate any of its duties or assign, transfer or sublicense any of its rights or obligations under this Agreement. You shall not export or re-export, directly or indirectly, or provide to any other person or entity for export or re-export, any Software, or technical data related thereto, and you will indemnify PTC against any damage, loss, liability or expense (including attorneys’ fees) that PTC may incur as a result of your failure to comply with this sentence. The parties acknowledge and agree that PTC’s licensors are intended beneficiaries of this Agreement and have the right to rely upon and directly enforce its terms. The parties acknowledge and agree that all of the rights and obligations set forth in this Agreement, except under Section 1 of this Agreement, shall survive its termination or expiration.

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