IMPORTANT NOTICE! PLEASE READ THIS STATEMENT AND THE BETA TEST LICENSE AGREEMENT COMPLETELY BEFORE USING THIS BETA SOFTWARE. BY CLICKING ON THE BUTTON MARKED YES BELOW OR BY CONTINUING TO USE THIS BETA SOFTWARE, YOU (EITHER AN INDIVIDUAL OR A SINGLE ENTITY) INDICATE YOUR INTENTION TO BE BOUND BY AND ACCEPT THE TERMS AND CONDITIONS OF THIS BETA TEST LICENSE AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS YOU MAY NOT ACCESS OR OTHERWISE USE THIS BETA SOFTWARE AND WILL IN FACT BE PROHIBITED FROM DOING SO. THIS COMPUTER BETA SOFTWARE MAY BE USED ONLY PURSUANT TO THE TERMS AND CONDITIONS SET FORTH BELOW, AND SOLELY IN CONJUNCTION WITH THE ACCOMPANYING SECURITY MECHANISM WHICH MUST BE PRESENT ON YOUR COMPUTER (OR NETWORK AS APPLICABLE) AT ALL TIMES DURING SUCH USE. Trial License CNC Software, Inc. (CNC) a Connecticut corporation with its principal place of business at 671 Old Post Rd., Tolland, Connecticut, 06084 hereby grants to you a non- exclusive, non-transferable, revocable at will by CNC, trial license (the Trial License), to use (and if applicable, to permit your authorized employees to use), at no cost and solely in accordance with the terms and conditions of this Beta Test License Agreement, this pre-commercial release software program (the Beta Program) and any accompanying documentation (the Documentation) solely in conjunction with the accompanying hardware or software device, method, scheme or other security measure provided by CNC which allows a user to access the Beta Program and prevents unauthorized access to the Beta Program (the Security Mechanism). (The Beta Program, any updates to the Beta Program, and the Documentation shall hereinafter collectively be referred to as the Beta Software). Use of the Beta Software shall begin on the date of installation and shall end when terminated in accordance with the termination provisions of this Beta Test License Agreement (the Trial Period). This Trial License granted hereunder permits you to use only this Beta Software and does not entitle you to evaluate any future Beta version of any other CNC software. Restrictions You may not use the Beta Program without a Security Mechanism provided by CNC or CNCs suppliers. When CNC or CNCs suppliers provide you with a single-user Security Mechanism, the Beta Program may only be used (in executable code form only) on a single computer to which the Security Mechanism is directly attached. In the event CNC or CNCs suppliers provide you with a multiple-user Security Mechanism for use over an internal network (a Network Security Mechanism), the Beta Program may be used: (a) in executable code form only; (b) only on end-user computers that are connected to the internal network to which the Network Security Mechanism is attached; and (c) only by
BETA LICENSE 18 September 2001 Page 2 of 2 the number of users and accessed by the number of end-user computers for which licenses were purchased and as further allowed by the Network Security Mechanism. You may physically transfer the Beta Program from one computer equipped with a single-user Security Mechanism to another only if the Security Mechanism is included in the transfer and is installed with the new computer.
You shall not: (a) copy (except as provided below), adapt, modify the Beta Software; (b) publish, display, disclose or create a derivative work from the Beta Software or any part thereof; (c) de-compile or translate, disassemble, create or attempt to create, by reverse engineering or otherwise, the source code form of the Beta Program from the executable code of the Beta Program; (d) remove any proprietary notices, labels or marks from the Beta Software; (e) rent, lease, distribute or transfer all or any part of the Beta Software to any person or entity without the prior written consent of CNC; (f) use the Beta Software to provide outsourcing, service bureau, time sharing or other services to any third party; or (g) sublicense, assign, delegate or otherwise transfer your rights in the Beta Software, under the Beta Test License Agreement or any of the related rights or obligations for any reason without the prior written consent of CNC. You shall not circumvent, bypass, modify, reverse engineer, disassemble, disable, alter, enhance or replicate the function of the Security Mechanism in any manner whatsoever. Any attempt to do so shall result in automatic termination of this Trial License without prejudice to all other legal rights and remedies of CNC.
Your Trial Period Obligations In consideration for participating in the evaluation, testing and development of the Beta Software, during the Trial Period, you shall: (a) allow CNC (or its suppliers) to visit the premises at which the Beta Program is installed during regular business hours and upon reasonable prior notice to you to assist with the installation of the Beta Program and periodically thereafter for troubleshooting testing and maintenance; (b) appoint an individual as the contact coordinator in order to coordinate the collection of information concerning use of the Beta Software and to respond to questions from CNC; (c) provide a proper operating environment and hardware for the Beta Program as specified by CNC; (d) provide troubleshooting, debugging, and maintenance assistance (such as system backup and program module replacement) according to CNCs request and detailed instructions; (e) monitor its use of the Beta Program and communicate its observations and problems regarding the Beta Program (including errors, failures, unconforming results, and unexpected performances) in writing to CNC on a regular basis; (f) install, as soon as practical, all fixes, releases, and updates to the Beta Software delivered to you; and (g) provide to CNC such further documentation and assistance as may reasonably be requested by CNC. Copying Restrictions You may make one (1) copy of the Beta Software for backup or archival purposes, provided that you reproduce all proprietary notices of CNC on any such copy.
BETA LICENSE 18 September 2001 Page 3 of 3 Non Transferable You may not transfer or assign the Beta Program or this Beta Test License Agreement or any rights or obligations hereunder. Any attempt to do so will be void and shall result in automatic termination of this Trial License without prejudice to all other legal rights and remedies of CNC. Intellectual Property Rights The Beta Software is and includes intellectual property of CNC. All associated intellectual property rights, including, without limitation, worldwide patent, trademark, copyright and trade secret rights, are reserved. CNC retains all right, title and interest in and copyrights to the Beta Software, regardless of the form or media in or on which the original or other copies may subsequently exist. This Beta Test License Agreement shall not constitute a sale of the Beta Software and no title or proprietary rights to the Beta Software are transferred to you hereby. You acknowledge that the Beta Software is a unique, confidential and valuable asset of CNC, and CNC shall have the right to seek all equitable and legal redress, which may be available to it for the breach or threatened breach of this Beta Test License Agreement including, without limitation, injunctive relief. Unauthorized copying of the Beta Software or failure to comply with the above restrictions shall result in automatic termination of this Trial License and this Beta Test License Agreement without prejudice to all other legal rights and remedies of CNC. Confidentiality You acknowledge and agree that in connection with using the Beta Software, you shall have access to and knowledge of confidential and proprietary information of CNC. You shall treat as confidential and keep secret all information contained in the Beta Software as well as all information that is conveyed to you by CNC or learned by you during the Trial Period to the extent that such information is by its nature confidential and/or a trade secret, including but not limited to the Beta Softwares features and modes of operation, inventions (whether or not patentable), techniques, processes, algorithms, schematics, testing procedures, software design and architecture, computer code, internal documentation, design and function specifications, analysis and performance information, user documentation and other technical information, plans and data. This undertaking shall not apply to information that becomes part of the public domain through no act or omission of your own or is in your lawful possession prior to disclosure of it. This undertaking shall also not apply to disclosure of information by requirement of statute or other law.
You acknowledge that the Beta Software contains proprietary trade secrets of CNC and you hereby agree to maintain the confidentiality of the Beta Software using at least as great a degree of care as you use to maintain the confidentiality of your own most confidential information. You agree to reasonably communicate the terms and conditions of this Beta Test License Agreement to those persons employed by you who come into contact with the Beta Software, and to use reasonable best efforts to ensure their compliance with such terms and conditions, including, without limitation, not knowingly
BETA LICENSE 18 September 2001 Page 4 of 4 permitting such persons to use any portion of the Beta Program for the purpose of deriving the source code of the Beta Program or defeating the Security Mechanism. Enforcement Obligations In the event you become aware that any person or entity in your employ or under your control in a manner not authorized by this Beta Test License Agreement is using the Beta Software, you shall immediately use reasonable best efforts to have such unauthorized use of the Beta Software immediately cease. You shall promptly notify CNC in writing of any unauthorized use of the Beta Software of which you become aware. Limited Warranties THE BETA SOFTWARE IS NOT A FULLY TESTED PRODUCT OFFERING, AND HAS NOT BEEN COMPLETED ACCORDING TO CNCS NORMAL DEVELOPMENT PROCEDURES. YOUR USE OF THE BETA SOFTWARE IS AT YOUR SOLE RISK; THE BETA SOFTWARE AND ASSOCIATED DOCUMENTATION MAY CONTAIN DEFECTS, FAIL TO COMPLY WITH APPLICABLE SPECIFICATIONS, AND PRODUCE UNINTENDED OR ERRONEOUS RESULTS WHEN OPERATED EITHER BY ITSELF OR IN COMBINATION WITH OTHER SYSTEMS OR PRODUCTS. THE BETA SOFTWARE IS PROVIDED "AS IS". CNC MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE BETA SOFTWARE, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CNC IS NOT OBLIGATED TO PROVIDE ANY UPDATES TO THE BETA SOFTWARE. SHOULD THE BETA SOFTWARE PROVE DEFECTIVE, YOU (AND NOT CNC, ITS DISTRIBUTOR, OR RETAILER) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION AND ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES.
YOU SHALL BE RESPONSIBLE FOR ANY USE OF THE BETA SOFTWARE IN YOUR OPERATIONS, INCLUDING USE BY YOUR OFFICERS OR EMPLOYEES. YOU SHALL BE RESPONSIBLE FOR VERIFYING ANY OUTPUT RESULTING FROM USE OF THE BETA SOFTWARE IF YOU INTEND TO USE OR RELY ON SUCH OUTPUT FOR OPERATIONAL PURPOSES. YOU SHALL FOLLOW PROPER BACKUP PROCEDURES FOR ANY OTHER PROGRAMMING AND ALL DATA TO PROTECT AGAINST LOSS OR ERROR RESULTING FROM USE OF ANY OR ALL OF THE BETA SOFTWARE.
Limitation of Liability IN NO EVENT WILL CNC, OR ITS EMPLOYEES, SHAREHOLDERS OR SUPPLIERS BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION)
BETA LICENSE 18 September 2001 Page 5 of 5 ARISING OUT OF OR IN CONNECTION WITH THIS BETA TEST LICENSE AGREEMENT OR THE SUBJECT MATTER HEREOF EVEN IF CNC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CNCS ENTIRE LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS BETA TEST LICENSE AGREEMENT OR OTHERWISE SHALL NOT EXCEED THE GREATER OF THE AMOUNT OF THE FEES PAID BY YOU FOR THE BETA SOFTWARE OR FIVE DOLLARS (U.S. $5.00). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. Indemnification You shall indemnify and hold harmless CNC, its officers, directors, employees, suppliers and agents from and against all losses, settlements, claims, actions, suits, proceedings, judgments, awards, damages, liabilities, costs and expenses including, without limitation, reasonable attorneys fees (collectively Losses) which arise out of or as a result of any breach of this Beta Test License Agreement by you or your employees, agents, resellers, dealers or sub-dealers and shall reimburse CNC for any and all legal, accounting and other fees, costs and expenses reasonably incurred by any of them in connection with investigating, mitigating or defending any such Losses. Educational Pricing If you received this Beta Software under or in accordance with a CNC Educational Pricing plan, option, schedule or program you shall not use this Beta Software to conduct any computer aided design, computer aided drafting or computer aided machining activities that intentionally, incidentally, directly or indirectly result in the receipt, derivation or generation of profit to or by you. Termination CNC may, in its sole discretion, revoke the Trial License for this Beta Software at any time upon notice to you or the entity on whose behalf, for whose benefit or at whose direction you are using this Software. In any event, the Trial License shall expire and the Trial Period shall end upon any of: (a) the commercial release of the Beta Software by CNC; (b) a new version of the Beta Software by CNC (at which time you will be required to agree to a new Trial License for such beta software) and/or (c) the purchase by you of a license for a commercial release version of the Beta Software. Within five (5) days of any such expiration, you shall return to CNC (or, at CNCs sole discretion and direction, destroy) the Beta Software and the Security Mechanism. Upon return of the Beta Software and/or the Security Mechanism (with notice of the destruction of the Software, as appropriate), you shall have no further right to use the Beta Software and CNC shall have no further obligations to you regarding such Beta Software. General This Beta Test License Agreement shall be construed, interpreted and governed by the laws of the state of Connecticut, without regard to conflicts of law provisions. The sole
BETA LICENSE 18 September 2001 Page 6 of 6 jurisdiction and venue for any litigation arising from or related to this Beta Test License Agreement or the subject matter hereof shall be in an appropriate state or federal court located in Hartford, Connecticut, and you hereby submit to the jurisdiction of such courts. This Beta Test License Agreement shall constitute the entire agreement between you and CNC with respect to the subject matter hereof. Any waiver or modification of this Beta Test License Agreement shall be valid only if it is in writing and signed by both parties hereto. If any part of this Agreement is found invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall be interpreted so as to reasonably effect the intention of the parties. U.S. Government Restricted Rights The Beta Software provided hereunder is a commercial item, as that term is defined in 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. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, the Beta Software made available to the United States of America, its agencies and/or instrumentalities, is provided with only those rights set forth in this Agreement. Use, duplication or disclosure of the Beta Software by the government is subject to the restrictions as set forth in subparagraph (c)(1) and (2) of the Commercial Computer Software-Restricted Rights clause at 48 C.F.R. 52.227-19, as amended, or any successor regulations thereto. Export Restrictions You represent and warrant that you will not, without obtaining prior written authorization from CNC and, if required, of the Bureau of Export Administration of the United States Department of Commerce or other relevant agency of the United States Government, export or reexport, directly or indirectly, the Beta Software from the United States to (i) any country destination to which export is restricted by the Export Administration Regulations of the United States Department of Commerce; (ii) any country subject to sanctions administered by the Office of Foreign Assets Control, United States Department of the Treasury; or (iii) such other countries to which export is restricted by any other United States government agency. You further agree that you are solely responsible for compliance with any import laws and regulations of the country of destination of a permitted export or reexport, and any other import requirement related to a permitted export or reexport.
Survival
All provisions of this Beta Test License Agreement relating to confidentiality, non- disclosure, CNCs proprietary rights, disclaimers, and limits of liability, or indemnification by Customer shall survive termination of this Trial License for any reason.
Reservation of Rights All rights not expressly granted are reserved by CNC.
BETA LICENSE 18 September 2001 Page 7 of 7
IF YOU AGREE WITH THIS TRIAL LICENSE, CLICK YES. IF YOU CLICK YES, YOU ARE ACKNOWLEDGING THAT YOU HAVE READ AND UNDERSTAND THIS BETA TEST LICENSE AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS.