END USER'S LICENSE AGREEMENT

IMPORTANT: READ CAREFULLY

THIS END-USER LICENSE AGREEMENT ("EULA") IS A LEGAL AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR A SINGLE ENTITY) AND ZWSOFT CO., LTD.(GUANGZHOU) ("ZWSOFT") FOR THE COMPUTER AIDED DESIGN SOFTWARE – ZWCAD SERIES, ZW3D SERIES, HERE COLLECTIVELY CALLED SOFTWARE, EITHER A STAND-ALONE OR NETWORK VERSION OR SERVICES, AND MAY INCLUDE ASSOCIATED MEDIA, PRINTED MATERIALS, AND "ONLINE" OR ELECTRONIC DOCUMENTATION.

BY SELECTING THE "ACCEPT" BUTTON, YOU ARE CONSENTING TO BE BOUND BY ALL TERMS OF THIS END-USER LICENSE AGREEMENT AND THE SOFTWARE WILL BE INSTALLED. IF YOU ARE NOT WILLING TO BE BOUND BY THIS AGREEMENT AND YOU DO NOT AGREE TO ALL OF ITS TERMS AND CONDITIONS, SELECT "CANCEL", WHICH WILL CANCEL THE LOADING OF THE SOFTWARE.

COPYING OR USING THIS COMPUTER PROGRAM OR ITS DOCUMENTATION EXCEPT AS PERMITTED BY THIS LICENSE IS UNAUTHORIZED AND IS A COPYRIGHT INFRINGEMENT UNDER THE LAWS OF YOUR COUNTRY. IF YOU COPY OR USE THIS COMPUTER PROGRAM WITHOUT THE PERMISSION OF ZWSOFT, YOU ARE VIOLATING THE LAW. YOU MAY BE LIABLE TO ZWSOFT FOR DAMAGES, AND YOU MAY BE SUBJECT TO CRIMINAL PENALTIES.

1. DEFINITIONS

1.1 "Excluded Materials" refers to any program, module, component, or function (if any), which might be contained in the media or accompanying materials that you acquire, but which is beyond the License Parameters defined in the User Documentation or which is not paid for.

1.2 "License Parameters" refers to the definitions and limitations of relevant license scope in Section 2.2 of this agreement.

1.3 "Permitted Number" refers to a number which might have been specified by ZWSOFT for License Parameters in the relevant User Documentation. The Permitted Number is one (1) unless specified otherwise in such User Documentation.

1.4 "Software" refers to the computer program containing this agreement.

1.5 "Territory" refers to the country where you acquire the Software.

1.6 "User Documentation" refers to printed explanatory documents or electronic materials, which ZWSOFT or its authorized distributors/resellers/valued added resellers incorporate into the package containing the Software, or deliver to you via email, facsimile, or other means after you have acquired or installed the Software, including, but not limited to, license codes, activation IDs, license files, software installation guides, and technical specifications.

1.7 "You" refers to yourself, the individual who reads and is prompted to decide whether to accept this agreement, if you acquire the Software for yourself or on behalf of the company or other legal entity who acquires the Software.

1.8 "ZWSOFT Materials" refers to the Software, User Documentation, and Excluded Materials.

2. SOFTWARE LICENSE

2.1 License Grant. ZWSOFT grants You a Non-sublicensable, non-exclusive, and non-transferable license to use the Software and User Documentation in Your Territory within the scope of the License Parameters, based on the terms and conditions in the relevant User Documentation. ZWSOFT grants the license only while You comply with all license limitations and restrictions described in this agreement. You will be liable for the unfavourable consequences if You violate any of the limitations and restrictions mentioned above. The scope of rights ZWSOFT grants to You is defined in the license description in this Section 2 (SOFTWARE LICENSE). Using the Software and User Documentation in any situation beyond the scope of the applicable license grant and the scope of proper use governed by the law constitutes an infringement of ZWSOFT's intellectual property rights and is a material breach of this agreement.

2.2 License Parameters. ZWSOFT grants licenses in accordance with one or multiple License Parameters defined in this Section 2.2 (License Parameters).

2.2.1 Standalone Version. If ZWSOFT identifies the Software as a "Standalone Version", You can install and use the Software on a single computer only for your internal business needs. It is prohibited to use, run, or view the Software from other computers through a network connection. You cannot install or use the Software on more than one (1) computer at a time unless expressly permitted.

2.2.2 Network Version. If ZWSOFT identifies the Software as a "Network Version", You can install and use SOFTWARE Network License Manager (if any) on your file server to manage network floating licenses to meet your internal business needs. The Software can be installed and used on other computers as long as the maximum number of concurrent users does not exceed the Permitted Number.

2.2.3 Academic Version. If ZWSOFT identifies the Software as an "Academic Version", you can install and use the Software on the Permitted Number of computers only for academic purposes that are further prescribed by ZWSOFT. Without limiting the foregoing statements, the Academic Version of the Software cannot be used for commercial, professional, or other for-profit purposes.

2.2.4 Student Version. If ZWSOFT identifies the Software as a "Student Version" or an "Individual Version" (both are categorized as "Student Version"), You can install and use the Software on the Permitted Number of computers only for personal learning purposes. Without limiting the foregoing statements, the Student Version of the Software cannot be used for commercial, professional, or other for-profit purposes.

2.2.5 Trial Version. If ZWSOFT identifies the Software as a "Trial Version", You can install and use the Software only for commercial evaluation and demonstration purposes. Without limiting the foregoing statements, You are prohibited from using it for competitive analysis or commercial, professional, or other for-profit purposes.

2.2.6 30-day Full Functional Trial. A period of thirty (30) days for full functional trial is offered automatically after the installation and use of SOFTWARE for the first time. You can install and use the Software only for commercial evaluation and trial purposes. Without limiting the foregoing statements, You are prohibited from using the Software for competitive analysis or commercial, professional, or other for-profit purposes.

2.2.7 License Term. Under the terms and conditions of this agreement, the license to use the Software is perpetual, unless expressly designated as duration-limited or rental. If ZWSOFT designates the license of the Software as a duration-limited or rental license, the Software can only be installed and used within the permitted period. Use of the Software or any attempt to defeat the time-control disabling function in the Software is prohibited and constitutes a material breach of this agreement and intellectual property law.

2.3 Upgrades. If ZWSOFT states that the Software is an upgrade or update ("New Version") to the Software previously licensed to You ("Previous Version"), You can retain and need not destroy the Previous Version, and You can use the Previous Version if necessary. However, the New Version must be installed on the same computer as the Previous Version, and cannot be transferred to others. Any attempt to transfer or lease the license to increase the number of licenses via upgrades constitutes a material breach of this agreement and intellectual property law.

2.4 Software Components. The Software is licensed to you as a single product, the components of which cannot be separated to use on more than one computer, unless permitted expressly by ZWSOFT in the relevant User Documentation.You may not use any portion of the Software separately from or independently of the Software and other than for your normal business purposes. You may not provide access to or use of the Software to any third party.

3. PERMITTED AND PROHIBITED ACTIONS
3.1 VPN Access for Network Versions. If you acquire a Network Version, a secure Virtual Private Network ("VPN") can be used to access the Software within Your Territory only under the following situations:
(i) VPN is used to access the Software merely to enable You or Your employee (if any) to work normally while away from the usual work place.
(ii) The maximum number of concurrent users does not exceed the Permitted Number.
(iii) All copies of the Software are installed and used only with the copy protection device (if any) supplied with the Software.
(iv) The VPN connection is secure and complies with the current industrial standard encryption and protection mechanisms.

No statements in this Section 3.1 (VPN Access for Network Versions) permit You or Your employee (if any) to use the Software outside of the Territory.

3.2 Prohibited Actions. ZWSOFT prohibits any of the actions below, and you agree that these actions should be prohibited:

3.2.1 Use. Unless expressly authorized by this agreement or applicable laws of the Territory, You should not install, use, or by other means copy or use ZWSOFT Materials.

3.2.2 Reverse Engineering. You are not permitted, and should not allow any third party, to reverse engineer, decompile, or disassemble the Software or Excluded Materials (if applicable). This limitation may not apply if the applicable law in Your territory permits the above activities and only when these activities are within the scope expressly permitted by the applicable law. You may not modify or make derivative works of the Software and you may not analyze it for purposes competitive to ZWSOFT.

3.2.3 Transfers. Without the written approval from ZWSOFT, You cannot distribute, rent, loan, lease, sell, sublicense, or by other means transfer, all or any part of ZWSOFT Materials or any right granted by this agreement, to any other person without the prior written consent of ZWSOFT.

3.2.4 Declaration. You are not permitted to remove, modify, or obscure any proprietary declaration, label, or mark in ZWSOFT Materials.

3.2.5 Modifications. You are not permitted to modify, translate, adapt, organize, or create derivative works based on ZWSOFT Materials for any purpose.

3.2.6 Decryption. You are not permitted to use any equipment, device, software, or other methods to decrypt or remove any form of copyright protection measure that ZWSOFT incorporates into the Software. You are not permitted to use the Software with any license code, activation ID, license file, or other copyright protection device that is not provided by ZWSOFT directly or through ZWSOFT authorized distributors.

3.2.7 Export. You agree not to export or re-export ZWSOFT Materials and Excluded Materials to any country or region outside of the People's Republic of China for commercial purposes without prior written consent of ZWSOFT.

3.2.8 Use Outside of Territory. You are not permitted to use the Software or User Documentation outside of Your Territory unless for the business trip that is less than 90 days in one year, otherwise you shall get the written authorization from ZWSOFT. Nothing in this Agreement permits you (including, without limitation, your company’s staff, if any)to Install or Access the Licensed Materials outside of the Territory.

3.3 Exceptions from Prohibitions. The prohibitions in Section 3.2 should apply to the extent that the law in an applicable territory permits the enforcement of a certain prohibition. You are liable for citing proofs if You need to prove that the applicable law does not permit any of these prohibitions to be enforced. You will be liable for the unfavourable consequences of a failure to prove that such prohibitions cannot be enforced.

4. ALL RIGHTS RESERVED

Unless additionally and expressly stated in this agreement, ZWSOFT reserves the property right, ownership, and all rights and interest in or with ZWSOFT Materials and all of Your licensed copies, including, but not limited to, patents, copyright, trademark, business secrets, and other intellectual property rights. The structure, organization, and code of ZWSOFT Materials are valuable business secrets of ZWSOFT, and You should keep these business secrets confidential. The Software and User Documentation are licensed but not sold. All rights in and to the Software not expressly granted to You in this EULA are reserved by ZWSOFT.

5. LIMITED WARRANTY AND DISCLAIMERS

5.1 Limited Warranty. ZWSOFT warrants that, on the date when the Software is delivered to You and within the thirty (30) days afterwards ("Warranty Period"), the Software will provide the functions and utility that basically conform to what are described in the User Documentation, and the media (if any) through which the Software is supplied do not have defects in terms of materials and workmanship. The entire liability of ZWSOFT and the only remedy for You within the Warranty Period defined in this Section 5.1 ("Limited Warranty") are: ZWSOFT decides to attempt to correct or fix errors, to replace the media used for supplying the Software (if any), or to refund in full the license fees and terminate this agreement. Such refund is subject to the return, during the Warranty Period, of the ZWSOFT Materials, with a copy of your License Identification, to the Local Reseller from which you acquired the ZWSOFT Materials or according to your Software License Agreement. After Warranty Period, the Software is assumed meet the description in the User Documentation and without defect in media.

5.2 Intellectual Property Warranty. ZWSOFT hereby represents and warrants that the Software it will provide to You shall be free from violation or infringement of any third party intellectual property rights and that the Software delivered will not infringe any third party intellectual property rights where the claim of infringement is based in whole or in part upon the Software. To the extent the Software contains software owned by a party other than ZWSOFT, ("Third Party Software") for which ZWSOFT has a license agreement with a third party, the Software and all rights granted hereunder are expressly limited by and subject to any license agreements ZWSOFT may have for such Third Party Software. The application of Third Party Software will not be expressly listed but will be reflected as part of functions of the Software in User Documentation or other mass media of ZWSOFT.

5.3 Disclaimer. Except for the limited warranties expressly stated in Sections 5.1 ("Limited Warranty") and 5.2 (Intellectual Property Warranty) in this agreement, ZWSOFT does not make and You do not have other express warranties. Any statements or representations about the Software and its functions or any correspondences between you and ZWSOFT are technical information, but not express warranties or promises. Without limiting the foregoing statements, ZWSOFT does not warrant that the operation of the Software will not be interrupted or will have no error. Neither ZWSOFT nor You will be liable for the loss of data or the expense of replacing data that has been lost. Users of the software should take appropriate data security measures to ensure that the risk of a loss of data will be minimized.

6. WARNINGS

6.1 Functionality Limitations. Computer Aided Design software and other technical software are tools for trained professionals only. These tools cannot substitute for your professional judgment. Computer Aided Design software and other technical software are for aiding product design, but cannot substitute for the independent design analysis, evaluation, or testing of product stress, safety, and utility. As the Software might be used broadly in a large number of potential application realms, the Software has not been tested under all possible situations where it may be used. ZWSOFT should not be liable in any manner for the results obtained by using the Software. Users of the Software must take responsibility for supervising, managing, and controlling the Software. Such responsibility includes, but is not limited to, deciding on appropriate uses for the Software, and selecting the Software and other applications to get expected results. In addition, persons using the Software must take responsibility for establishing adequate independent testing procedures for the reliability and accuracy of any program output (including all items designed by the Software).

6.2 Software Activation

A. The installation of, access to, and continuous use of the Software may need a license code, an activation ID, or a license file (depending on which kind of activation method you choose to use). ZWSOFT will send you the license code, activation ID, or license file after Your registration. You agree that ZWSOFT can register the Software with the data and information provided by you or the authorized distributor who acts on behalf of You in connection with Your purchase of the Software license. You agree that ZWSOFT maintains and updates Your registered information by following its Customer Data Registration Processes. Once You have installed and begun using the Software, You agree that ZWSOFT may use the personal and subsequently updated information, which You provide to ZWSOFT during registration, to deliver the license code, activation ID, or license file to you and manage the relationship between ZWSOFT and You only, and You agree that ZWSOFT may use this personal information elsewhere under the applicable Privacy Protection Policy.

B. The license code, activation ID, and license file may be related to hardware information from a licensed computer, so please do not replace computer hardware unnecessarily. ZWSOFT is not liable for any type of remedy for licensing failures caused by any form of replacement, damage, or loss of hardware from the previously licensed computer, and reserves the right to require convincing evidence, statements, or guarantee, to decide whether to provide You with one or more new licenses. Any attempt to acquire more licenses than the Permitted Number by transferring or replacing hardware of the previously licensed computer constitutes a material breach of this agreement and intellectual property law. ZWSOFT reserves the right to bear corresponding liability according to the evidence, statements, or guarantee that You provide.

C. If You attempt to transfer the Software to other computers, modify the date setting mechanism on Your computer, continue using the Software after the expiration of the evaluation period or limited License Term, or take other actions that will possibly damage the authorization mechanism, the licensing security mechanism may disable the Software.

D. If You choose to use a Dongle to activate the Software, please keep the Dongle safely from the day the Dongle is delivered to You. You are responsible for the loss of the Dongle in any case. If the Dongle is broken after a period of use, ZWSOFT may replace it with a new Dongle on the premise that You have returned the broken Dongle.

E. If You choose to use a Soft Key to activate the Software, please keep it confidential from the day the Soft Key is sent to You. You are responsible for the loss of the Soft Key in any case, and ZWSOFT is not liable for any form of remedy. If you change the hardware or reinstall the system or uninstall the Software, You should return the Soft Key first. ZWSOFT is not liable for any type of remedy for licensing failures caused by these changes.

7. LIMITATION OF LIABILITY

ZWSOFT or its licensors hold no liability, in any case, for any incidental, special, indirect, or consequential damages, loss of profits, revenue, data, or cost of insurance cover. In addition, ZWSOFT and its licensors holds no higher liability than the paid or payable fees of the Software, in any case, for any damage incurred by or in connection with the Software, User Documentation, or this agreement. The liability limitations defined in this Section 7 apply to any damage, despite how this damage is incurred, what the liability theory is, and whether it is caused by breach of contract, tort(including, but not limited to, negligence), or other factors, even though ZWSOFT has been informed about the possibility of such damages, in spite of whether the limited remedies specified in this section can achieve their basic purpose.

Notwithstanding the foregoing, ZWSOFT shall, at its own expense, indemnify and hold You, your affiliates, officers, directors, employees, agents, representatives, successors and assigns, harmless from and against any claim, expense (including reasonable attorney’s fees), loss, award of damages, or payment to a third party resulting from any infringement and/or alleged infringement of any patent, trademark, trade secret, copyright, or other intellectual property right arising from the installation, use and/or possession of the Software, and shall defend at its own expense, any suit or proceeding brought against You alleging any such infringement. If use of the Software delivered hereunder is enjoined due to any infringement, in addition to defending, indemnifying and holding You harmless as provided in this Section 7, ZWSOFT will, at its expense, immediately procure for You the right to continue using the previously delivered Software, or modify the software to become non-infringing (Software so modified shall be subject to the specifications and other applicable requirements set forth in this Agreement), or in the alternative, upon Your approval, refund the purchase price for such previously delivered Software.

ZWSOFT is not liable for any consequence incurred by the theft or loss of the Software or the media through which the Software is supplied. ZWSOFT is not obligated to replace the lost or stolen software or the media through which the Software is supplied. You are responsible for safeguarding the Software and the media through which the Software is supplied.

8. GOVERNING LAW

This Agreement is made under and shall be construed according to the laws of the People’s Republic of China, excluding conflicts of law rules.

9. ACCEPTANCE

The Software is deemed to be delilvered and accepted by You on the earlier of the date it is made available for download or installation or the date that ZWSOFT deliver the installation medium (e.g. CD or DVD) contianing the Software. You agree to be bound by th terms of this EULA from the acceptance date. If You do not have the authority to enter into this EULA or You do not agree with its terms, do not Use the Software. Return it to the Local Reseller, disable or uninstall it and request a full refund within thirty (30) days of the date of Your intial purchase. Your right to return and refund applies only if You are the original end user licensee of the Software.

Copyright (c) ZWSOFT CO., LTD.(GUANGZHOU)
All Rights Reserved.
32/F, Pearl River Tower, No.15, Zhujiang West Road, Tianhe District
Guangzhou 510623, P.R.China
Email: sales@zwcad.com
URL: http://www.zwsoft.com