DraftSight End User License Agreement
End User License Agreement
This End User License Agreement for DraftSight® software, as well as DraftSight related programs and add-ins, including those that are part of the DraftSight additional offerings referenced below ("Additional Offerings"), and DraftSight service offerings, ("Agreement") is made by and between Dassault Systemes SolidWorks Corporation, 175 Wyman Street, Waltham, Massachusetts, USA ("DS SolidWorks") and you ("Licensee").
Whether or not provided as part of an Additional Offering, DraftSight is licensed at no charge to end users pursuant to the terms and conditions of this Agreement, although activation is required. End users may, however, pay a fee for DraftSight related programs, add-ins, DraftSight service offerings and Additional Offerings. The license terms for the licensable elements included with Additional Offerings and as may otherwise be made available by DS SolidWorks from time to time are as set forth below. Depending on how Licensee acquires such separately licensable DraftSight related programs and add-ins, Additional Offerings, and DraftSight service offerings, there may be other separately specified terms and conditions that apply.
IMPORTANT – READ CAREFULLY: The terms and conditions herein set forth a legal agreement between DS SolidWorks and Licensee relating to DraftSight and DraftSight related programs and add-ins, such as network license, the Toolbox add-in, tools, and APIs, distributed with or otherwise subject to, this Agreement (the "Licensed Program(s)]"), as well as DraftSight service offerings. Licensee should carefully read these terms and conditions BEFORE downloading and installing the Licensed Program(s).
DS SolidWorks hereby grants to Licensee a non-transferable and non-exclusive license to use the Licensed Program(s) solely in accordance with this Agreement. The Licensed Program(s) may only be installed, executed, and accessed by Users on hardware belonging to Licensee ("Machines"), and may not be executed or accessed by any other means, including without limitation via a network unless Licensee has been granted a network license pursuant to the terms and conditions of this Agreement. "Users" are Licensee as well as its employees, students, consultants, and subcontractors who access the Licensed Program(s) on Machines. Licensee may make the necessary number of copies of the applicable Licensed Program(s) for installation and one copy for back-up of each Licensed Program in support of Licensee's authorized use pursuant to this Agreement. No rights including any right to use, reproduce, or display, other than those specifically described in this Agreement are granted to Licensee. Licensee may not modify or make works derivative of the Licensed Programs(s) or make compilations or collective works that include the Licensed Programs(s). Except to the extent permitted by applicable law, Licensee shall not analyze for purposes competitive to DS SolidWorks or its affiliates, reverse engineer, decompile, disassemble, or otherwise translate all or part of the Licensed Program(s). If Licensee wishes to achieve or maintain interoperability between the Licensed Program(s) and other computer software or equipment, within Licensee's authorized use as defined in this Agreement and under conditions provided for by law, Licensee must receive from DS SolidWorks a license to use standard interfaces, exclusively for internal use by Users to achieve interoperability, at the then current prices and contractual conditions of DS SolidWorks or, if standard interfaces are not available, DS SolidWorks, for a fee, may provide Licensee with the necessary information to permit interoperability.
2. ADDITIONAL OFFERINGS AND TERMS
A. Content of the Prosumer Service Offering for DraftSight. Subject to payment by Licensee of applicable charges, DS SolidWorks shall provide Licensee with the single user Prosumer Service Offering for DraftSight consisting of support services to answer questions concerning the installation, activation and use of DraftSight pursuant to the conditions described at www.3ds.com/terms/support-policies. Upon termination or expiration of this Agreement, Licensee shall no longer be entitled to receive support services. However, Licensee may continue to use the no-charge support provided via the DraftSight community, if available.
B. Content of the Enterprise Pack Offering for DraftSight. Subject to payment by Licensee of applicable charges, DS SolidWorks shall provide Licensee with the Enterprise Pack Offering for DraftSight consisting of:
a) Support services to answer questions concerning the installation, activation and use of DraftSight pursuant to the conditions described at www.3ds.com/terms/support-policies, considering that a maximum of ten (10) of Licensee's designated users (identified in advance to DS SolidWorks) in each major geography (defined as the Americas, Japan, Asia Pacific and Europe/Middle East/Africa) may contact DS for support.
Upon termination or expiration of this Agreement, Licensee shall no longer be entitled to receive support services. However, Licensee may continue to use the no-charge support provided via the DraftSight community, if available.
b) A grant of the following rights under the following conditions:
- • A right to use the License Server ("LS") delivered with the Enterprise Pack Offering for DraftSight: i) solely to provide infrastructure for network license management of the DraftSight software during the term of this Agreement, and ii) solely to utilize the API libraries as set forth below in this Section 2 B b).
- • A right to administer DraftSight users with the LS for the number of concurrent users for which Licensee is entitled.
- • The DraftSight software can be activated using the LS, replacing the need to activate using an e-mail address from each DraftSight copy. The LS will allow concurrent usage by Licensee's users up to the entitled number of concurrent users for the Enterprise Pack Offering for DraftSight.
- • DraftSight licenses activated using the LS must be used solely in the major geography for which they have been acquired (a major geography being defined as the Americas, Japan, Asia Pacific and Europe/Middle East/Africa) and for which the corresponding geography-specific charge has been paid by Licensee. DS SolidWorks recognizes that some of Licensee's users may have downloaded a no-charge license of DraftSight during the term of this Agreement. However, Licensee hereby represents that users of no-charge licenses of DraftSight will not benefit from support services as defined in Section 2 B a) above. Upon termination or expiration of this Agreement, the DraftSight software license must be reinstalled and activated using the then-current e-mail procedure (machine-based activation), which is available with the standalone DraftSight installation, within thirty (30) days following termination or expiration.
- • A license for the API libraries ("API"), the Draw Compare tool, the Toolbox, and Design Library add-in products for DraftSight, and other add-in tools for DraftSight that may be available from time to time from DS SolidWorks (collectively "Add-ins"), for use with DraftSight Releases installed during the term of this Agreement. Licensee may need to periodically request a new LS license key to continue usage of the API and Add-ins, including upon non-renewal of the Enterprise Offering for DraftSight. Add-ins may not be compatible with versions of DraftSight that predate the release of the Add-in. Use of the API and Add-ins is limited to the version of the API and Add-ins enabled by the LS license key.
- • The right to receive upgrades for the API, Add-ins and other DraftSight tools that may be available from time to time with the Enterprise Pack Offering for DraftSight during the entitlement term.
C. Content of the Professional Pack Offering for DraftSight. Subject to payment by Licensee of applicable charges, DS SolidWorks shall provide Licensee with the Professional Pack Offering for DraftSight consisting of:
- • A license for the API libraries ("API"), the Draw Compare tool, the Toolbox, and Design Library add-in products for DraftSight, and other add-in tools for DraftSight that may be available from time to time from DS SolidWorks (collectively "Add-ins"), for use with DraftSight Releases installed during the term of this Agreement. Add-ins may not be compatible with versions of DraftSight that predate the release of the Add-in. Use of the API and Add-ins is limited to the version of the API and Add-ins enabled by the activation process.
- • The right to receive upgrades for the API, Add-ins and other DraftSight tools that may be available from time to time with the Professional Pack Offering for DraftSight.
- • The right to activate DraftSight software using an on-line activation process delivered with the Professional Pack Offering for DraftSight during the entitlement term.
- • Use of this product is only for one computer at a time.
D. Content of the Enterprise Education Pack Offering for DraftSight. Subject to payment by Licensee of applicable charges, DS SolidWorks shall provide Licensee with the Enterprise Education Pack Offering for DraftSight pursuant to the conditions defined in Section 2 B above, for the maximum number of concurrent users defined for the Enterprise Education Pack Offering for DraftSight. The following conditions shall also apply to the Enterprise Education Pack Offering for DraftSight:
- • The use of such Enterprise Education Pack Offering for DraftSight shall be exclusively limited to education, institutional, instruction, and/or academic purposes, and exclude use by students and researchers for any direct or indirect industrial, commercial and business purposes.
- • A maximum of two (2) of Licensee's designated users in the case of Enterprise Education Pack for DraftSight – Classroom Pack (identified in advance to DS SolidWorks) may contact DS SolidWorks for support.
- • A maximum of eight (8) of Licensee's designated users in the case of Enterprise Education Pack for DraftSight – Campus Pack (identified in advance to DS SolidWorks) may contact DS SolidWorks for support.
3. TERM & TERMINATION
This Agreement shall come into full force and effect upon Licensee's acceptance of these terms and conditions, where acceptance is indicated via a user interface presenting this Agreement, by downloading and/or installing and/or using the Licensed Program(s), and/or by Licensee's acceptance of another agreement that incorporates by reference this Agreement. This Agreement may be terminated at any time by DS SolidWorks for any breach hereof upon notice to Licensee. Periodic activation may be required by Licensee in order to continue use of the Licensed Program(s). Use of the Licensed Program(s) may be interrupted until necessary activation steps are taken by Licensee. Upon termination hereof, Licensee shall immediately uninstall and delete all copies of the Licensed Program(s) and discontinue use of the Licensed Program(s). Sections 3, 4, 5, 6, 7, 8, 9, and 10 shall survive termination of this Agreement.
4. PROTECTION AND NON-DISCLOSURE
The Licensed Program(s), including any copies made by or for Licensee, in whole or in part, are the sole property of DS SolidWorks and/or its licensor(s). All intellectual property rights in the Licensed Program(s) belong exclusively to DS SolidWorks or its licensor(s). DS SolidWorks and/or its licensors shall retain all title, copyright and other intellectual property rights in the Licensed Program(s) and all modifications, enhancements or other works derivative of the Licensed Program(s).
Licensee shall preserve and reproduce any copyright, patent and trademark notices that may appear in the Licensed Program(s) on all copies thereof, in whole or part. Licensee shall keep full, true and accurate records of all copies of the Licensed Program(s), which records shall be available for audit by DS SolidWorks.
Licensee recognizes that methodologies, techniques, expressions, ideas and concepts contained in or expressed within the Licensed Program(s) are proprietary information and may be trade secrets of DS SolidWorks or its licensor(s).
5. LICENSEE'S RESPONSIBILITIES
Licensee is solely responsible for supervising, managing and controlling the use of the Licensed Program(s) in compliance with this Agreement, and shall take all appropriate measures, including with Users, to ensure such compliance, including without limitation compliance with its authorized use, and confidentiality obligations. You hereby warrant to DS SolidWorks that all Offerings ordered hereunder shall not be used in violation of any applicable export laws, including for proliferation of any nuclear, chemical, or biological weapons, or missile delivery systems, and shall not be diverted to any country, company or individual if prohibited by the applicable export laws of any country. All rights to use the Licensed Program(s) are granted on condition that such rights are forfeited for failure to comply with the terms of this Agreement. Export to Licensee of Licensed Program(s) is subject to all applicable countries' export and re-export laws and regulations. DS SolidWorks shall have no liability whatsoever towards Licensee if such authorizations, licenses or approvals are not obtained. Licensee shall not export or re-export, either directly or indirectly, Licensed Program(s) when such export or re-export requires an export license or other governmental approval without first obtaining such license or approval. Licensee hereby certifies to DS SolidWorks that the Licensed Program(s) ordered hereunder will not be used in any nuclear, chemical, biological, weapons or missile delivery systems and will not be diverted to any country, company or individual that is prohibited by the applicable export laws of any country.
6. WARRANTY AND DISCLAIMER OF WARRANTY, RISK OF USE, LIMITATION OF LIABILITY AND INDEMNITY
THE LICENSED PROGRAM(S) ARE MADE AVAILABLE ON AN "AS IS" BASIS, AND WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE, AND ALL SUCH WARRANTIES, CONDITIONS, UNDERTAKINGS, AND TERMS ARE HEREBY EXCLUDED TO THE EXTENT PERMITTED BY LAW. IN NO EVENT SHALL DS SolidWorks OR ITS LICENSOR(S) BE LIABLE FOR DIRECT OR INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, INCLUDING LOSS OF USE, PROFIT, REVENUE, OR GOODWILL, WHETHER BASED IN CONTRACT, NEGLIGENCE, OR OTHERWISE, ARISING OUT OF, RESULTING FROM OR IN ANY WAY RELATING TO LICENSEE'S USE OF THE LICENSED PROGRAM(S), INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF DATA, OR LOSS OF USE DAMAGES ARISING OUT OF THIS AGREEMENT OR THE SUPPLYING OF THE LICENSED PROGRAM(S), EVEN IF DS SolidWorks OR ITS LICENSOR(S) ARE AWARE OF OR ARE NOTIFIED OF THE POSSIBILITY THEREOF. LICENSEE'S USE OF LICENSED PROGRAM(S) SHALL BE AT LICENSEE'S SOLE RISK. LICENSEE SHALL INDEMNIFY AND HOLD DS SolidWorks, ITS LICENSORS, AND ITS AFFILIATES HARMLESS FROM ANY AND ALL LIABILITY OR EXPENSE, INCLUDING REASONABLE ATTORNEYS' FEES, ARISING OUT OF THIS AGREEMENT OR LICENSEE'S USE OF THE LICENSED PROGRAM(S) UNDER THIS AGREEMENT.
The Licensed Programs are tools intended for use by trained professionals and to educate and train students only, and are not substitutes for professional judgment or independent testing of physical prototypes for product stress, safety and utility; Licensee and its users are solely responsible for any results obtained from using the Licensed Programs.
7. INTEGRATION, GOVERNING LAW, AND JURISDICTION
Except as expressly permitted herein, this Agreement may be modified only by written amendment signed by the parties and no other act, document, usage or custom shall be deemed to amend or modify this Agreement, including but not limited to Licensee's terms and conditions. In the event of a conflict or inconsistency between the terms of this Agreement and the terms of another agreement between Licensor and either DS SolidWorks or a DS SolidWorks affiliate, with respect to the subject matter herein, the terms of the other agreement shall prevail. This Agreement shall be governed, construed, and enforced in accordance with the substantive laws of the Commonwealth of Massachusetts without regard to its conflicts of law principles, the United Nations Convention on Contracts for the International Sale of Goods and will be deemed a contract under seal. The English language version of this Agreement shall be the authorized text for all purposes, despite translations or interpretations of this Agreement into other languages. If for any reason a court of competent jurisdiction finds any provision of this Agreement, or a portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible and the remainder of this Agreement shall remain in full force and effect. Licensee acknowledges and agrees that the terms in this section shall not prevent, restrict or otherwise limit in any manner, DS SolidWorks' rights to seek equitable remedies, including injunctive relief before any competent court in any jurisdiction.
8. U.S. GOVERNMENT RESTRICTED RIGHTS
The Licensed Program(s) and related Documentation, and any other technical data provided hereunder is commercial in nature and developed solely at private expense. The Licensed Programs are delivered as "Commercial Computer Software" as defined in DFARS 252.227-7014 (June 1995) or as a "Commercial Item" as defined in FAR 2.101(a) and, consistent with FAR 12.212 and DFARS 227.7202, as applicable, are licensed to Licensee only with those rights as are granted pursuant to this Agreement (Licensor's standard commercial terms). Technical data is provided with limited rights only as provided in DFAR 252.227-7015 (Nov. 1995) or FAR 52.227-14 (June 1987), whichever is applicable.
9. CANADIAN LICENSES
If Licensee licensed this product in Canada, Licensee agrees 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 aux présentes confirment leur volonté que cette convention de même que tous les documents y compris tout avis qui s'y rattache, soient rédigés en langue anglaise.
10. TERMS APPLICABLE TO EU, ICELAND, LIECHTENSTEIN, AND NORWAY RESIDENTS
Definitions - Definitions for this Section:
Applicable Data Protection Legislation means as from 25 May 2018, the Regulation (EU) 2016/679 (General Data Protection Regulation) and any delegated and implementing acts adopted in accordance with the General Data Protection Regulation and the member state's laws specifying the provisions of the General Data Protection Regulation applicable to the Processing implemented.
"Controller", "Data Subject", "Personal Data", "Process/Processing", "Processor" and "Personal Data Breach" shall have the same meaning as in the Applicable Data Protection Legislation.
Sub-Processor means any Processor appointed by DS SolidWorks or by any other Sub-Processor of DS SolidWorks that receives, from DS SolidWorks or from any other Sub-Processor of DS SolidWorks, Personal Data for the sole and exclusive purpose of processing activities to be carried out on Licensee's behalf in accordance with the terms of this Agreement and the terms of a written subcontract if applicable.
Data Privacy - Licensee acknowledges and agrees that Licensee is and shall at all times remain the sole data controller of the Personal Data that will be processed as part of Licensee's access to and use of a Licensed Program(s), and therefore, shall be responsible for complying with all Applicable Data Protection Legislation including, but not limited to (i) transfer of Personal Data, (ii) information of data subjects, and (iii) access, modification, and deletion rights of data subjects. DS SolidWorks, as the data processor, will collect, store and process the Personal Data in accordance with this Agreement.
Location of Data Processing. In order for DS SolidWorks to provide online services and support services, Licensee hereby appoints DS SolidWorks as Processor and agrees that Personal Data provided by Licensee ("Customer’s Personal Data") may be transferred to and stored, accessed, and Processed in any country in which DS SolidWorks or its affiliates or subcontractors are located. DS SolidWorks will ensure that the same data protection obligations as set forth in this Agreement shall be imposed on the Sub-Processors by way of a contract and/or the standard contractual clauses from the European Commission in such a manner that the Processing will meet the requirements of the Applicable Data Protection Legislation.
DS SolidWorks Obligations. DS SolidWorks, as a Processor, will:
- • to the maximum extent permitted by applicable law or for the duration of licensed use of the Licensed Program(s), whichever is longer, process Customer's Personal Data in accordance with this Agreement and Licensee's written reasonable instructions, which shall in all circumstances be consistent with this Agreement;
- • ensure that any and all persons who are authorized to Process Customer's Personal Data are bound by appropriate obligations of confidentiality;
- • reasonably assist Licensee in ensuring compliance with Licensee's obligations as a Data Controller regarding sections 32 to 36 of the General Data Protection Regulation, taking into account the nature of Processing as described in this Agreement. If DS SolidWorks has reason to believe that a Personal Data Breach affecting Licensee has occurred, DS SolidWorks will (i) notify Licensee of the Personal Data Breach promptly after DS SolidWorks becomes aware of such Personal Data Breach, and (ii) provide Licensee with all relevant and available information to allow Licensee to comply with Licensee's notification obligations with competent supervisory authority;
- • reasonably assist Licensee to fulfill Licensee's obligations in response to requests from Data Subjects to exercise their rights under Applicable Data Protection Legislation in a manner consistent with the use of the DS SolidWorks Licensed Program(s)and DS SolidWorks' role as a Processor.
- • make available to Licensee all information in DS SolidWorks' possession needed to demonstrate Licensee's compliance with Licensee obligations as required by the Applicable Data Protection Legislation and reflected in this section and, in the event compliance with Applicable Data Protection Legislation cannot be evidenced through the appropriate documentation provided by DS SolidWorks, allow for an audit. Licensee shall notify DS SolidWorks in writing of any such audit at least thirty (30) days in advance by indicating the audit's scope, which shall be limited to assessing Licensee's compliance when the documentation provided by DS SolidWorks does not demonstrate such compliance,) Such audit shall be conducted by an independent auditor chosen by Licensee at Licensee's cost and shall be performed not more than once every twelve (12) months;
- • keep a list of the Sub-Processors that will be involved in the Processing of Customer's Personal Data due to the Processing activities implemented on Licensee's behalf and inform Licensee of any intended changes concerning the addition or replacement of other Sub-Processors, thereby giving Licensee the opportunity to object to such changes. Licensee will be notified at least fifteen (15) days in advance before authorizing any new Sub-Processor to Process Customer's Personal Data with a mechanism to obtain notice of that update, except in case of emergency. Licensee may reasonably object to DS SolidWorks' use of a new Sub-Processor if (i) such new Sub-Processor Processes Customer's Personal Data, and (ii) Licensee demonstrates it has a legitimate interest and notifies DS SolidWorks in writing, within fifteen (15) days after Licensee's receipt of the notice, it being understood and accepted that, in the absence of an objection from Licensee, Licensee shall be deemed to have accepted the Sub-Processor. If Licensee notifies DS SolidWorks of Licensee's objection related to the new Sub-Processor within the above timeframe, Licensee may terminate the DS SolidWorks Licensed Program(s) affected by this change of Sub-Processor within fifteen (15) days after DS SolidWorks' receipt of such notice;
- • upon termination or expiration of this Agreement, delete or return all Customer’s Personal Data to Licensee, at Licensee's option, and delete all existing copies, except where applicable law requires retention of such Licensee's Personal Data or where such Licensee's Personal Data is necessary for proof purposes during the applicable statute of limitation.
UPDATED: April 17, 2018