Vectorworks Trial License Agreement

BY INSTALLING, COPYING, DOWNLOADING, ACCESSING OR OTHERWISE USING THE SOFTWARE PROVIDED IN THIS PACKAGE (THE “SOFTWARE”), YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, THAT YOU UNDERSTAND IT AND THAT YOU AGREE TO BE BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT DOWNLOAD, INSTALL, COPY, ACCESS OR OTHERWISE USE THE SOFTWARE. YOU ARE SOMETIMES REFERRED TO AS THE “LICENSEE” IN THIS AGREEMENT.

1. License Grant and Restrictions

Vectorworks, Inc. ("Vectorworks") grants you a limited, non-exclusive license to use the software SOLELY FOR THE PURPOSE OF EVALUATING OR REVIEWING THE SOFTWARE OR ATTENDING AUTHORIZED TRAINING PROGRAMS, subject to your compliance with this agreement. The software is owned by Vectorworks and its suppliers, and is protected by United States and international laws and treaties. You may not copy the software.

The Licensee may not:

  1. Make this software available to any person or entity other than employees of Licensee who may use the software only as specified in the license terms above.
  2. Modify the software, incorporate the software into any other program, or merge the software with any other program.
  3. Reverse engineer, decompile, disassemble, otherwise attempt to discover the source code of the software, or attempt to de-integrate any third party components that are integrated into the software, except to the extent you are expressly permitted to decompile under applicable law, it is essential to do so in order to achieve operability of the software with another program, and you have first requested Vectorworks to provide the information necessary to achieve such operability and Vectorworks has made such information available (Vectorworks reserves the right to impose reasonable conditions and to request a reasonable fee before providing such information).
  4. Sub-license, sell, lend, rent, transfer, assign, or lease any portion of the software or former version of the software for the purposes of extending the license eligibility or maintenance agreement, or the support or upgrade time period, without the permission of Vectorworks.
  5. Use the software for any commercial or for-hire purpose.
  6. Provide service bureau, time share or subscription services based on or otherwise utilizing the software.

If the Licensee of the software is not a natural person, but is instead a corporation, limited liability company, partnership or other legal entity:

  1. The Licensee may permit its employees to use the software, subject to the license terms above.
  2. The Licensee shall be responsible for ensuring that all of its employees comply with the terms and conditions of this agreement.
  3. Upon the termination of any employee’s employment with the Licensee, the Licensee shall ensure that the employee returns to the Licensee all copies of the software in his/her possession and uninstalls the software from all of his/her personal computers.

2. Term and Termination

The license granted in this agreement is valid for a limited period of time (described when you acquired the license) but no longer than 90 days after the date of your first installation of the software. The terms and conditions of this agreement shall remain in effect for as long as you possess the software. The license granted under this agreement and your right to use the software will terminate automatically if you violate any part of this agreement, including but not limited to your failure to make timely payment (if applicable). In the event of such termination, all copies of the software must be destroyed or immediately returned to Vectorworks, at Vectorworks’ option. Electronically activated licenses will stop working upon termination.

3. Ownership of the Software

This software is valuable property owned by Vectorworks and its suppliers and licensors. You are only receiving a license to the software under this agreement; you are not receiving any title to, or ownership of, this software or any of the proprietary rights related to the software. You shall not violate these rights, and you must take appropriate steps to protect the rights of Vectorworks and its suppliers and licensors. Vectorworks may at any time replace, modify, alter, improve, enhance, or change the software. Vectorworks’ licensors are expressly made third party beneficiaries of this agreement, with the right to directly enforce the terms and conditions hereof against you with respect to the applicable component(s) of the software they have licensed to Vectorworks.

This software includes technology from Adobe Systems Incorporated. Adobe and Adobe PDF Library are either registered trademarks or trademarks of Adobe Systems Incorporated in the United States and/or other countries.

This software includes technology from Siemens PLM Software. Parasolid® is a registered trademark of Siemens PLM Software.

4. General

Unless otherwise expressly agreed in an applicable purchase order or sales order, all payments (if any) will be due net thirty (30) days.

This license agreement is governed by and construed in accordance with the laws of the State of Maryland, USA, and the controlling law of the United States of America. No choice of law rules that would require the application of laws of another jurisdiction shall apply. The Maryland Uniform Computer Information Transactions Act does not apply to this agreement and is hereby expressly disclaimed by the parties. Any disputes arising under this agreement shall be subject to the exclusive jurisdiction of the state and federal courts sitting in Baltimore, Maryland, USA. This agreement constitutes the entire agreement, and supersedes any prior agreement, between you and Vectorworks pertaining to the subject matter hereof. In case of differences between the license agreement in any other materials provided with the software and the license agreement in the software, the license agreement in the software applies. Any translation of this license agreement is done for local requirements and in the event of a conflict between the English and any non-English versions, the English version of this license agreement shall govern.

If any provision of this agreement is held to be illegal or unenforceable for any reason under applicable law, then such provision shall be deemed to be restated so as to be enforceable to the maximum extent permissible under law, and the remainder of this agreement shall remain in full force and effect.

5. Warranties and Disclaimer of Warranty

5.1 No Warranty

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SOFTWARE IS PROVIDED "AS IS" WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED OR ARISING BY OPERATION OF LAW, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND DATA ACCURACY (AND VECTORWORKS AND ITS DISTRIBUTORS OR SUPPLIERS DISCLAIM ALL SUCH WARRANTIES). VECTORWORKS AND ITS DISTRIBUTORS OR SUPPLIERS DO NOT WARRANT THAT USE OF THE SOFTWARE WILL BE ERROR-FREE OR THAT USE OF THE SOFTWARE WILL MEET THE LICENSEE’S NEEDS. You confirm that (a) you have the requisite expertise to evaluate, and have in fact evaluated, the suitability of the software for your purposes; and (b) you have relied upon your own skill and judgment in selecting the software.

5.2 Limitation of Liability

IN NO EVENT WILL THE AGGREGATE LIABILITY OF VECTORWORKS AND ITS DISTRIBUTORS OR SUPPLIERS WITH RESPECT TO ALL CLAIMS ARISING FROM OR RELATED TO THE SOFTWARE, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING STRICT LIABILITY AND NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EXCEED ONE HUNDRED U.S. DOLLARS (US$100). IN NO EVENT WILL VECTORWORKS AND ITS DISTRIBUTORS OR SUPPLIERS BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR INCIDENTAL DAMAGES, LOSS OF GOODWILL OR BUSINESS PROFITS, EVEN IF VECTORWORKS AND ITS DISTRIBUTORS OR SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY THEREOF.

YOU ARE SOLELY RESPONSIBLE FOR ALL WORK PRODUCT CREATED USING THE SOFTWARE.

6. Compliance With Laws and Export Rules

Vectorworks is subject to the export control laws and regulations of the United States of America, which govern the export, reexport and transfer of goods and technology of U.S. origin and exports from the United States, as well as transactions by U.S. persons, wherever located, including, but not limited to the U.S. Export Administration Regulations and U.S. economic sanctions, implemented by the Office of Foreign Asset Controls (“OFAC”), under the Department of the Treasury (collectively, the “Export Controls”). You agree that you will not ship, transfer, export or reexport, either directly or indirectly, the software to any country, or use the software in any manner, in violation of any applicable laws, regulations or treaties, including the Export Controls. In particular, but without limitation, the software may not be exported or re-exported (a) to (or to a national or resident of) any U.S. embargoed countries or (b) to anyone on OFAC’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List without first obtaining required license authorization. By using the software, you represent and warrant that you are not located in, under control of, or a national or resident of any such country or on any such list.