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PTC Catalog Directory | |
Please read the terms and conditions of this license agreement (the "License") carefully before using the free software program Windchill PartsLink (the "Program") and associated on-line hosting and access services (the "Services") and technical information regarding mechanical components and computer aided design models of such mechanical components obtained through use of the Program ("Content") supplied by PTC Inc, 140 Kendrick Street, Needham, Massachusetts 02494 and its subsidiaries and affiliates (collectively, "PTC"). BY INDICATING YOUR ACCEPTANCE AS PROVIDED FOR BELOW YOU ARE AGREEING TO THE TERMS OF THIS LICENSE and representing that you are authorized to do so. This License constitutes the entire agreement concerning the Program, Services and content and supersedes any prior proposal, representation, or understanding with PTC with respect thereto.
1. License Grant. Subject to the terms and conditions of this License, PTC grants you a non-exclusive personal license to use the Program, Services, and related user documentation (collectively the "Licensed Products") free of charge, solely for your own internal product development operations as permitted in this License and as PTC may determine from time to time. The Licensed Products may not be copied. PTC reserves the right at any time and from time to time without notice to change or discontinue, temporarily or permanently, the availability of the Licensed Products provided by PTC. 2. PTC's Rights. You acknowledge and agree that the Licensed Products are proprietary products of PTC protected under international copyright law and disclosed to you by PTC in confidence. You shall not cause or permit the decompilation, disassembly or reverse engineering of the Program or disclosure, copying, display, loan, publication, transfer of possession (whether by sale, exchange, gift, operation of law or otherwise) or other dissemination of the Licensed Products, in whole or in part, to any third party without the prior written consent of PTC. You shall not use the Licensed Products for commercial timesharing, rental or service bureau use and you shall take all reasonable steps to safeguard the Licensed Products. You further acknowledge and agree that all right, title and interest in and to the Licensed Products including associated intellectual property rights, are and shall remain with PTC and its licensors. You shall not alter or remove any copyright, trade secret, patent, trademark, logo, proprietary and/or other legal notices contained on or in the Licensed Products This License conveys to you only a revocable limited right of use with the terms and conditions of this License, not an interest in or to the Licensed Products. PTC shall at all times have the right to terminate this License, with or without cause. 3. Access to Licensed Products. PTC may require users to register and/or enter a user name and password in order to access the Licensed Products. You are solely responsible and liable for any and all access to and use of the Licensed Products by any user. PTC reserves the right to terminate access rights to the Licensed Products without notice You agree that you will not attempt to overload or interfere with the proper workings of the Licensed Products. 4. Content. You agree not to accumulate Content for the primary purpose of resale or establishing any form of competitive part catalog. 5. Disclaimer of Warranty. THE LICENSED PRODUCTS AND CONTENT HAVE BEEN PROVIDED BY PTC WITHOUT CHARGE AND CONSEQUENTLY ARE PROVIDED AS IS AND WITHOUT WARRANTY. TO THE FULL EXTENT PERMITTED BY LAW, PTC AND ITS LICENSORS DISCLAIM ANY AND ALL WARRANTIES, COVENANTS, REPRESENTATIONS, TERMS OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF SECURITY, MERCHANTABILITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE. THE CONTENT IS INTENDED TO BE USED ONLY BY TRAINED PROFESSIONALS AND IS NOT TO BE A SUBSTITUTE FOR PROFESSIONAL JUDGMENT, TESTING, SAFETY AND UTILITY. YOU ARE SOLELY RESPONSIBLE FOR ANY RESULTS OBTAINED FROM USING THE CONTENT INCLUDING THE ADEQUACY OF INDEPENDENT TESTING OF RELIABILITY AND ACCURACY OF ANY ITEM DESIGNED BY USING THE CONTENT. PTC DOES NOT WARRANT THAT THE LICENSED PRODUCTS OR CONTENT, THEIR USE, OPERATION OR THE ABILITY OF ANY USER TO USE THE LICENSED PRODUCTS WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ANY PROGRAM ERROR WILL BE CORRECTED. THE SECURITY MECHANISMS PROVIDED HAVE INHERENT LIMITATIONS AND EACH AUTHORIZED CUSTOMER AND USER MUST DETERMINE THAT THE PROGRAM AND SERVICES ADEQUATELY MEETS ITS REQUIREMENTS. PTC EXPRESSLY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, THAT THE SERVICES WILL BE CONTINUOUS AND/OR UNINTERRUPTED. YOU SHALL PROVIDE CURRENT AND COMPLETE BACK-UP FOR ANY DATA AND PROGRAMS THAT MAY BE AFFECTED BY PTC'S PROVISION OF THE LICENSED PRODUCTS. 6. Limitations of Liability. TO THE FULL EXTENT PERMITTED BY LAW, PTC, ITS SUBSIDIARIES AND ITS AFFILIATES (AND ANY OF THEIR DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS) AND PTC'S LICENSORS SHALL HAVE NO LIABILITY WITH RESPECT TO THE LICENSED PRODUCTS AND CONTENT, INCLUDING (BUT NOT LIMITED TO) ANY LIABILITY FOR BREACH OF WARRANTY, OR FOR INFRINGEMENT OR ALLEGED INFRINGEMENT OF PATENT, COPYRIGHTS, TRADEMARKS, TRADE SECRETS AND OTHER INTELLECTUAL OR PROPRIETARY RIGHTS BY THE LICENSED PRODUCTS AND CONTENT, OR THEIR USE. NOTHING IN THIS AGREEMENT SHALL OPERATE SO AS TO EXCLUDE, RESTRICT OR MODIFY THE APPLICATION OF ANY OF THE PROVISIONS OF AUSTRALIA'S TRADE PRACTICES ACT 1974 OR ANY EQUIVALENT STATE OR TERRITORY LEGISLATION (THE "RELEVANT LEGISLATION"), THE EXERCISE OF A RIGHT CONFERRED BY SUCH A PROVISION, OR ANY LIABILITY OF PTC FOR A BREACH OF A CONDITION OR WARRANTY IMPLIED BY SUCH A PROVISION, WHERE THE RELEVANT LEGISLATION WOULD RENDER IT VOID TO DO SO. TO THE EXTENT THAT IT IS ABLE TO DO SO, PTC EXPRESSLY LIMITS ITS LIABILITY FOR A BREACH OF ANY CONDITION OR WARRANTY IMPLIED BY VIRTUE OF ANY OF THE RELEVANT LEGISLATION TO PROVIDING THE SERVICES AGAIN. IN NO EVENT SHALL PTC, ITS SUBSIDIARIES AND ITS AFFILIATES (AND ANY OF THEIR DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS) AND PTC'S LICENSORS BE LIABLE FOR ANY SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES TO YOU OR ANY OTHER PARTY WHETHER ARISING OUT OF CONTRACT OR FROM TORT INCLUDING LOSS OF BUSINESS PROFITS, COSTS OF COVER, BUSINESS INTERRUPTION, LOSS OF USE OF DATA AND ANY LOSS CAUSED BY THE INTERRUPTION, TERMINATION OR FAILED OPERATION OF THE INTERNET, THIRD PARTY TELECOMMUNICATION SERVICES OR SECURITY FEATURES OR SYSTEMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. EACH USER ACKNOWLEDGES AND AGREES THAT ANY MATERIAL AND/OR DATA UPLOADED, DOWNLOADED OR OTHERWISE OBTAINED THROUGH USE OF THE PROGRAM AND/OR SERVICES (INCLUDING CONTENT) IS DONE AT ITS OWN DISCRETION AND RISK AND THAT IT WILL BE SOLELY RESPONSIBLE FOR ANY LOSS OF DATA RESULTING FROM ANY USE OF THE PROGRAM AND/OR SERVICES. The limitations and exclusions set forth in this Section shall not apply to any claim in respect of death or personal injury if contrary to any applicable law. 7. Export. You hereby acknowledge and represent that you are eligible to receive and use U.S. exports and that you will not use or divert for use, directly or indirectly, the Licensed Products 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. You agree that you shall not export or re-export, directly or indirectly, or provide to any other person or entity for their own use of for export or re-export, the Licensed Products, or any technical data related thereto, without first complying with all applicable export control regulations of any jurisdiction to which you or the Licensed Products are subject, including, without limitation, obtaining any necessary export or re-export consent from the U.S. Department of Commerce or other governmental authority. PTC may terminate this License 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) the Licensed Products. 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 Section. 8. Other Terms. If you obtained a license for the Program in Canada, you agree to the following: The parties hereto confirm that it is their wish that this License as well as any other documents relating hereto, including notices, has been and shall be written in the English Language (Les parties aux presentes confirment leur volonte que cette le License de meme que tous les documants y compris y tout avis qui s'y rattache soient rediges en langue anglaise). If you obtained a license for the Program in a country which has adopted the EEC Computer Software Directive, and you want to make the Program interoperable with other software, you must contact PTC to inquire whether such interoperability can be achieved with available PTC software, upon such notification, PTC at its sole discretion will (i) provide to you (at a reasonable fee) interface information/software or (ii) consent to your decompilation of the Program to the extent (in either case) required by applicable law. 9. Indemnification You will comply with all applicable laws, statutes, ordinances and regulations regarding your use of the Licensed Products. You will not use the Licensed Products either directly or indirectly to support any activity that is illegal or otherwise objectionable (in PTC's sole discretion). Without limiting the foregoing, no activity for which you use the Licensed Products will: (a) infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights; (b) contain any viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; or (c) create liability for PTC. Each user hereby agrees, at its own expense, to (i) defend any action brought against PTC and hold it harmless from any claim arising from or relating to its or a user's use or misuse of the Licensed Products and/or modification of the Licensed Products and (ii) at your option, settle any such action or pay any final judgment awarded therein. Each user hereby agrees, at its own expense, to (i) defend any action brought against PTC and hold it harmless from any claim arising from or relating to its use or misuse of the Licensed Products and/or modification of the Licensed Products and (ii) at the User's option, settle any such action or pay any final judgment awarded therein. 10. Information Processing. You agree that PTC shall be authorized to identify you as an end-user of the Licensed Products in public relations and marketing materials and that any information you submit to PTC in response to any promotional program sponsored by PTC shall constitute the sole property of PTC and may be used by it in its sole discretion. PTC will collect identifiable information from you based on your registration and use of the Licensed Products and may contact you to discuss its products and services based on PTC's evaluation of the information obtained from your use of the Licensed Products. By providing information requested (such as name and email address) during the registration process, you are consenting to the processing and the transfer of personal data relating to yourself by and between PTC and its outside vendors. PTC's PRIVACY POLICY, available at www.ptc.com, describes the measures taken by PTC with respect to information collected from you. IF YOU DO NOT CONSENT TO THE PROCESSING AND TRANSFER OF YOUR PERSONAL INFORMATION, DO NOT SUPPLY OR SUBMIT PERSONAL INFORMATION. 11. Third Party Beneficiaries. It is agreed that PTC's licensors are intended beneficiaries of this License and have the right to rely upon and directly enforce its terms. 12. General. This License shall be governed by and construed in accordance with the laws of The Commonwealth of Massachusetts, the location from which the Licensed Products are operated and administered, without reference to conflict of laws principles (and specifically excluding the U.N. Convention for the International Sale of Goods). Jurisdiction of any disputes shall be in the courts of Massachusetts and you hereby submit to the personal jurisdiction of said courts. Any actions arising out of this License must be commenced within one (1) year from the date the right, claim, demand or cause of action first occurred or be barred forever. You may not assign this License or delegate any of your duties hereunder without the prior written consent of PTC. All void or unenforceable terms are severable and independent of the enforceability of the remaining terms hereof. 13. U.S. Government Rights Notice. This Commercial Computer Software and Documentation, pursuant to FAR 12.212(a)-(b) (OCT'95) or DFARS 22.7.7202-1(a) and 227.7202-3(a) (JUN'95), is provided to the US Government under a limited commercial license only. Contractor is PTC Inc. 14. Sun Software. The following terms apply to software and documentation provided by Sun Microsystems, Inc. ("Sun") ("Sun Software"), including without limitation JavaTM Runtime Environment, Java Naming and Directory InterfaceTM 1.2.1, JavaMailTM 1.2, JavaBeansTM Activation Framework 1.0.1, JavaTM Secure Socket Extension 1.0.2, and JavaTM Software Developers Kit: (i) Authorized Customer and/or User may not modify the Java Platform Interface ("JPI", identified as classes contained within the "java" package or any subpackages of the "java" package), by creating additional classes within the JPI or otherwise causing the addition to or modification of the classes in the JPI; (ii) In the event that Authorized Customer and/or User creates an additional class and associated API(s) which (a) extends the functionality of a Java platform and (b) is exposed to third party software developers for the purpose of developing additional software which involves such additional API, user must promptly publish broadly an accurate specification for such API for free use by all developers; and (iii). Sun Software is not designed, licensed or intended for use in the design, construction, operation or maintenance of any nuclear facility and Sun expressly disclaims any implied warranty of fitness for such uses.
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