READ CAREFULLY: MICROCAD SOFTWARE, SL. ("
MICROCAD SOFTWARE")
LICENSES THIS SOFTWARE TO YOU ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF
THE TERMS CONTAINED IN THIS SOFTWARE LICENSE AGREEMENT ("
AGREEMENT").
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 MICROCAD SOFTWARE AND EITHER YOU PERSONALLY, IF YOU ACQUIRE THE
SOFTWARE FOR YOURSELF, OR THE COMPANY OR OTHER LEGAL ENTITY FOR WICH YPU 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, UPLOAD, ACCESS, OR USE THE SOFTWARE; (B) CANCEL THE
LOADING OF THE SOFTWARE; AND (C) WITHIN THIRTY (30) DAYS FROM THE DATE OF
ACQUISITION, RETURN THE SOFTWARE TO THE LOCATION WHERE YOU ACQUIRED IT FOR A
REFUND.
COPYING, INSTALLATION, UPLOADING, ACCESS OR USE OF THIS SOFTWARE OR ANY
ACCOMPANYING DOCUMENTATION OR MATERIALS 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, INSTALL, UPLOAD, ACCESS OR USE ALL OR
ANY PORTION OF THIS SOFTWARE OR ITS USER DOCUMENTATION WITHOUT ENTERING INTO
THIS AGREEMENT OR OTHERWISE OBTAINING WRITTEN PERMISSION OF MICROCAD SOFTWARE,
YOU ARE VIOLATING COPYRIGHT AND OTHER INTELLECTUAL PROPERTY LAW. YOU MAY BE
LIABLE TO MICROCAD SOFTWARE 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 "Microcad Software Materials" is the collective term for the
Software, User Documentation and Excluded Materials.
1.3 "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.
1.4 "Excluded Materials" means any programs, modules, components
or functionality, if any, that may be included on media or with materials
delivered to You that are not within the License Parameters as described in the
User Documentation, or for which You have not paid the applicable fees.
1.5 "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).
1.6 "License Parameters" means the definition and limitation of
the applicable license scope in Section 2.2 hereof.
1.7 "Permitted Number" means a number relevant for the applicable
License Parameters that Microcad Software may specify in the applicable User
Documentation. The Permitted Number is one (1) unless otherwise provided by in
such User Documentation.
1.8 "Software" means the computer program in which this Agreement
is embedded or that is delivered prepackaged with this Agreement. If programs
are delivered to You as part of a bundled package, suite or series, the term
Software shall include all programs delivered to You as part of that bundled
package, suite or series and described in the User Documentation.
1.9 "Territory" means the country in which You acquire the
Software, unless you acquire the Software in a member country of the European
Economic Area ("E.E.A."), in which the case "Territory" means the E.E.A.
1.10 "User Documentation" means the explanatory printed or
electronic materials that Microcad Software 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.
1.11 "You" 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. Microcad Software grants You a
non-sublicensable, non-exclusive, non-transferable, limited license to use
copies of the Software and User Documentation in Your Territory, in accordance
with the applicable User Documentation, within the scope of the License
Parameters. Microcad Software's license grant is conditioned on Your continuous
compliance with all license limitations and restrictions described in this
Agreement. If You violate any of these limitations or restrictions, the license
grant will automatically and immediately expire. The license descriptions in
this Section 2 (Software License) define the scope of rights that Microcad
Software grants to You. Any usage of the Software or User Documentation outside
the scope of the applicable license grant constitutes an infringement of
Microcad Software's intellectual property rights as well as a material breach
of this Agreement. No license is granted under the terms of this Agreement to
Excluded Materials (if any). No license is granted under the terms of this
Agreement if you did not lawfully acquire the Software.
2.2.1 License Parameters. You may Install and Access one (1) copy
of the Software on one (1) individual Computer, solely for Your internal
business needs. You may not allow the Software to be Accessed, , operated, or
viewed from, or Installed or uploaded to, other Computers through a network
connection. Except as otherwise explicitly permitted, You may not Install or
Access the Software other than on one (1) Computer at a time.
2.2.1b Evaluation Version. If Microcad Software identifies the
Software as a demonstration, evaluation, trial, or not for resale version ("Evaluation
Version") in the applicable User Documentation, You may Install and
Access one copy of the Software only for the purpose of commercial evaluation
and demonstration. Without limiting the foregoing, You may not use it for
competitive analysis, or commercial, professional, or other for-profit
purposes. The Evaluation Version may only be Installed for a thirty (30) day
evaluation period, unless otherwise specified by Microcad Software in writing.
Additionally, functional limitations apply, as set forth in Section 6
(Warnings).
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
cases, the term of the license shall be the term identified by Microcad
Software in the applicable User Documentation (the "Designated Term") or
the term for which You have paid, whichever is less. If Microcad Software
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 You first Install 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 Microcad Software labels the Software in the User
Documentation as an upgrade or update ("New Version") to software
previously licensed to You ("Previous Version"), You must destroy all
copies of the Previous Version, including any copies Installed on Your
hard disk drive, and upon request by Microcad Software return any User
Documentation to Microcad Software or the authorized distributor from whom You
acquired the Previous Version within one hundred twenty (120) days of
Installing the New Version. Microcad Software reserves the right to require You
to show satisfactory proof that the Previous Version has been destroyed.
Microcad Software or an authorized third-party in connection with the Software
licensed to You hereunder may provide You 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, You may retain and need not destroy the Previous Version and may use
the Previous Version solely if and to the extent 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 You 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 Microcad Software
in the applicable User Documentation.
3. PERMITTED AND PROHIBITED ACTIONS
3.1 Permitted Actions.
3.1.1 Backup Copy.
(a) Backup
for All Versions Other than Network Versions. With respect to any
version of the Software except a Network Version, You may make one (1) backup
copy of the Software solely for backup purposes in the event that Your primary
copy of the Software becomes inoperable. You may Install and Access such backup
copy of the Software only in the event that the primary copy of the Software
becomes inoperable and you would be otherwise unable to Access the Software.
(c) No
Backup for User Documentation. Except as expressly permitted under
Section 2.2 (License Parameters): (a) if the User Documentation is in
printed form, it may not be copied; and (b) if the User Documentation is in
electronic form, it may not be duplicated electronically.
3.1.2 Use Away from Usual Work Location.
You may Install and Access, solely within Your Territory, one (1) additional
copy of the Software on a second Computer provided that:
(i) such
second Computer is owned or leased by You (and not by another person, such as
Your employee, if any);
(ii) such
second Computer is a non-server Computer away from Your usual work location or
a portable Computer;
(iii) the
additional copy of Software is Accessed solely for the purpose of enabling You
(or Your employee, if any) to perform work while away from Your usual work
location;
(iv) the
original and additional copy of the Software are used only by the same person,
and only one (1) of the Software copies is Accessed at any one time; and
(v) both
copies of the Software are Installed and Accessed exclusively with the copy
protection device (if any) supplied with the Software.
3.2 Prohibited Actions. Microcad Software does not permit any of
the following actions and You acknowledge that such actions shall be
prohibited:
3.2.1 Use. You may not Install, Access or otherwise copy or use
the Microcad Software Materials except as expressly authorized by this
Agreement.
3.2.2 Reverse Engineering. You may not (and may not permit any
third party to) reverse engineer, decompile, or disassemble the Software or
Excluded Materials (if applicable).
3.2.3 Transfers. You may not distribute, rent, loan, lease, sell,
sublicense, or otherwise transfer all or any portion of the Microcad Software
Materials, or any rights granted in this Agreement, to any other person without
the prior written consent of Microcad Software.
3.2.4 Hosting or Third Party Use. You may not Install or Access,
or allow the Installation or Access of, the Microcad Software Materials over
the Internet, including, without limitation, use in connection with a Web
hosting, commercial time-sharing, service bureau or similar service, or make
the Microcad Software Materials available to third parties via the Internet on
Your computer system or otherwise.
3.2.5 Notices. You may not remove, alter, or obscure any
proprietary notices, labels, or marks from the Microcad Software Materials.
3.2.6 Modifications. You may not modify, translate, adapt,
arrange, or create derivative works based on the Microcad Software Materials
for any purpose.
3.2.7 Circumvention.
(a) You
may not utilize any equipment, device, software, or other means designed to
circumvent or remove any form of copy protection used by Microcad Software in
connection with the Software, or use the Software together with any,
authorization code, serial number, or other copy protection device not supplied
by Microcad Software directly or through an authorized distributor. In the case
of a Network Versions You may not utilize any equipment, device, software or
other means designed to circumvent or remove the Microcad Software License
Manager (if any).
(b) You
may not utilize any equipment, device, software or other means designed to
circumvent or remove any usage restrictions, or to enable functionality
disabled by Microcad Software in connection with the Excluded Materials. You
may not bypass or delete any functionality or technical limitations of the
Microcad Software Materials that prevent or inhibit the unauthorized copying or
use of the Excluded Materials.
3.2.8 Export. You may not export the Microcad Software Materials
in violation of this Agreement, U.S. or other applicable export control laws.
3.2.9 Use Outside of Territory. You may not Access the Software or
User Documentation outside of the Territory.
3.2.10 Exceptions from Prohibitions. The
prohibitions contained in this Section 3.2 shall apply to the extent that
applicable law (including laws implementing EC Directive 91/250 on the legal
protection of computer programs) allows such prohibition to be enforced. You
will bear the burden of proof in demonstrating that applicable law does not
allow enforcement of any such prohibition.
4.ALL RIGHTS RESERVED
Except as expressly provided otherwise in this Agreement, title, ownership and
all rights and interest including, without limitation, patents, copyrights,
trademarks, trade secrets and other intellectual property rights, in and to the
Microcad Software Materials and any authorized copies made by You remain with
Microcad Software and its licensors. The structure, organization, and code of
the Microcad Software Materials are valuable trade secrets of Microcad Software
and its licensors and You shall keep such trade secrets confidential. The
Software and User Documentation are licensed, not sold.
5.LIMITED WARRANT Y AND DISCLAIMERS
5.1 Limited Warranty. Microcad Software warrants that, as of the
date on which the Software is delivered to You and for ninety (90) days
thereafter ("Warranty Period"), the Software will provide the features
and functions generally described in the User Documentation and that the media
on which the Software is furnished, if any, will be free from defects in
materials and workmanship. Microcad Software's entire liability and Your
exclusive remedy during the Warranty Period as provided in this Section 5.1
("Limited Warranty") will be, at Microcad Software'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 User Documentation, with a copy of Your receipt to Your local Microcad
Software office or the authorized distributor from whom You obtained the
Software during the Warranty Period.
5.2 Disclaimer. EXCEPT FOR THE EXPRESS LIMITED WARRANTIES PROVIDED
IN SECTION 5.1 (LIMITED WARRANTY) HEREOF, MICROCAD SOFTWARE MAKES AND YOU
RECEIVE NO EXPRESS WARRANTIES. ANY STATMENTS OR REPRESENTATIONS ABOUT THE
SOFTWARE AND ITS FUNCTIONALITY IN THE USER DOCUMENTATION OR ANY COMMUNICATION
WITH YOU CONSTITUTE TECHNICAL INFORMATION AND NOT AN EXPRESS WARRANTY OR
GUARANTEE. IN ADDITION, MICROCAD SOFTWARE SPECIFICALLY DISCLAIMS ANY OTHER
WARRANTY INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT
LIMITINGT THE FOREGOING MICROCAD SOFTWARE 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 YOUR
PROFESSIONAL JUDGMENT. COMPUTER-AIDED DESIGN SOFTWARE AND OTHER TECHNICAL
SOFTWARE ARE INTENDED TO ASSIST WITH PRODUCT DESIGN AND ARE NOT SUBSTITUTES FOR
INDEPENDENT DESIGN ANALYSIS, ESTIMATION OR 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. MICROCAD SOFTWARE 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. INTALLATION, ACCESS, AND CONTINUED USE OF THE SOFTWARE MAY REQUIERE AN
ACTIVATION CODE. REGISTRATION IS REQUIERED BEFORE AN ACTIVATION CODE IS ISSUED
BY MICROCAD SOFTWARE. YOU AGREE THAT MICROCAD SOFTWARE MAY USE DATA AND
INFORMATION PROVIDED BY YOU, AN AUTORIZED RESELLER OR ANY OTHER THIRD PARTY
ACTING ON YOUR BEHALF IN CONNECTION WITH YOUR PURCHASE OF THE SOFTWARE LICENSE
TO REGISTER THE SOFTWARE. YOU AGREE TO PROVIDE MICROCAD SOFTWARE, AN AUTORIZED
RESELLER OR ANY OTHER THIRD PARTY ACTING ON YOUR BEHALF WITH ACCURATE AND
CURRENT REGISTRATION INFORMATION, INCLUDING UPON MICROCAD SOFTWARE'S REQUEST,
AND YOU FUTHER AGREE TO MANTAIN AND UPDATE YOUR REGISTRATION INFORMATION
THROUGHT CUSTOMER DATA REGISTRATION PROCESSES THAT MAY BE PROVIDED BYMICROCAD
SOFTWARE. BY INSTALLING AND USING THE SOFTWARE, YOU CONSENT TO MICROCAD
SOFTWARE USING THE PERSONAL INFORMATION PROVIDED TO MICROCAD SOFTWARE AT
REGISTRATION, OR UPDATED THEREAFTER, TO ISSUE ACTIVATION CODE, TO MANAGE
MICROCAD SOFTWARE'S RELATIONSHIP WITH YOU (INCLUDING AUTOMATING THE ISSUANCE OF
ACTIVATION CODES FOR FUTURE PURCHASES), AND TO OTHERWISE USE SUCH PERSONAL
INFORMATION IN CONFORMANCE WITH ITS APPLICABLE PRIVACY POLICY, WHICH IS
AVAILABLE ON MICROCAD SOFTWARE 'S WEBSITE OR ON REQUEST.
B. THE ACTIVATION SECURITY MECHANISMS MAY DISABLE THE SOFTWARE IF YOU
TRY TO TRANSFER IT TO ANOTHER COMPUTER, IF YOU TAMPER WITH THE DATE SETTING MECHANISMS
ON YOUR COMPUTER, IF YOU USE THE SOFTWARE PAST AN APPLICABLE EVALUATION PERIOD OR LIMITED
TERM, OR IF YOU UNDERTAKE CERTAIN OTHER ACTIONS THAT MAY OFFSET THE SECURITY MODE. MORE
INFORMATION IS CONTAINED IN THE APPLICABLE USER DOCUMENTATION OR AVAILABLE FROM MICROCAD
SOFTWARE 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 YOU COMBINE OR LINK 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 NOTICES AND LIMITATIONS. MICROCAD SOFTWARE SHALL HAVE NO RESPONSIBILITY OR LIABILITY
WHATSOEVER IF YOU COMBINE OR LINK DATA CREATED WITH EDUCATIONAL INSTITUTIONAL VERSIONS OR STUDENT
VERSIONS OF THE SOFTWARE WITH DATA OTHERWISE CREATED.
7. LIMITATION OF LIABILITY
IN NO EVENT SHALL MICROCAD SOFTWARE 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 MICROCAD SOFTWARE OR ITS LICENSORS FOR ANY DAMAGES ARISING OUT OF OR
IN CONNECTION WITH THE SOFTWARE, USER DOCUMENTATION OR THIS AGREEMENT EXCEED THE AMOUNT PAID OR PAYABLE BY
YOU FOR THE SOFTWARE DIRECTLY 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 MICROCAD SOFTWARE HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER THE LIMITED REMEDIES AVAILABLE HEREUNDER
FAIL OF THEIR ESSENTIAL PURPOSE.
MICROCAD SOFTWARE SHALL HAVE NO RESPONSIBILITY OR LIABILITY WHATSOEVER ARISING FROM LOSS OR THEFT OF THE
SOFTWARE OR THE MEDIA ON WHICH THE SOFTWARE IS FURNISHED TO YOU. MICROCAD SOFTWARE SHALL NOT BE OBLIGATED
TO REPLACE ANY LOST OR STOLEN SOFTWARE OR SOFTWARE MEDIA. YOU ARE SOLELY RESPONSIBLE FOR SAFEGUARDING THE
SOFTWARE AND THE MEDIA ON WHICH THE SOFTWARE IS FURNISHED.
8. U.S. GOVERNMENT RESTRICTED RIGHTS
The Microcad Software Materials are "Commercial Items," as that term is defined
at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and
"Commercial Computer Software Documentation," as such terms are used in 48
C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R.
§12.212 and 48 C.F.R. §§227.7202-1 through 227.7202-4, as applicable, the
Microcad Software Materials are being provided to U.S. Government end users (1)
only as a Commercial Item, and (2) with only those rights as are granted to all
other end users pursuant to the terms and conditions of this Agreement.
Manufacturer is Microcad Software, S.L., Sierra de Grazalema, 25 - 29016 Málaga, SPAIN.
9. GENERAL
9.1. No Assignment; Insolvency. This Agreement and any rights
hereunder are non-assignable by You and any purported assignment by You shall
be void. The Agreement and the licenses granted hereunder shall terminate
without further notice or action by Microcad Software if You become bankrupt or
insolvent, make an arrangement with Your creditors or go into liquidation.
9.2. Choice of Law. This Agreement and any disputes arising out of
or in connection with this Agreement shall be governed by the laws of Spain,
without reference to conflict-of-laws principles and excluding the UN
Convention on Contracts for the International Sale of Goods.
9.3 Entire Agreement. This Agreement and the applicable User
Documentation constitute the entire agreement between us and supersede any
other previous or contemporaneous communications, agreements, representations,
or advertising with respect to the Software and User Documentation. Any
modifications to this Agreement shall be invalid, unless made in a duly signed
writing.
9.4 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.
9.5 No Waiver. No term or provision hereof will be considered
waived, and no breach excused, unless such waiver is in writing signed on
behalf of the party against whom the waiver is asserted. No waiver (whether
express or implied) will constitute a consent to, waiver of or excuse of any
other, different or subsequent breach.
9.6 Audits. To ensure compliance with this Agreement, You agree
that upon reasonable notice, Microcad Software or Microcad Software's
authorized representative shall have the right in inspect and audit Your
Installation, Access and use of the Software. Any such inspection or audit
shall be conducted during regular business hours at Your facilities or
electronically. If such inspections or audits disclose that You have Installed,
Accessed or permitted Access to the Software on Computer(s) in a manner that is
not permitted under this Agreement, then Microcad Software may terminate this
Agreement immediately and You are liable to pay for any unpaid license fees as
well as the reasonable costs of the audit. Any information obtained by Microcad
Software or Microcad Software's authorized representative during the course of
such inspection and audit will be used by Microcad Software solely for purposes
of such inspection and audit. Nothing in this section shall be deemed to limit
any legal or equitable remedies available to Microcad Software for violation of
this Agreement or applicable law.
