Early
Access License Agreement
(for
Alpha, Beta and Pre-Release versions)
This license agreement
(“Agreement”) between Dassault Systèmes SolidWorks Corporation (“DS
SolidWorks”) and you (“Licensee”) covers any Alpha, Beta or Pre-Release version
(each, as defined below, an “Early Access Version”) of the SOLIDWORKS® solid modeling software
or other product(s) marketed by DS SolidWorks, such as SOLIDWORKS CAM,
SOLIDWORKS PDM Professional (formerly SOLIDWORKS Enterprise PDM), SOLIDWORKS
Simulation and SOLIDWORKS Composer (each a “Product”). Because these Early Access Versions have not
yet been released for alpha- or beta-testing or for large-scale commercial use,
their license terms vary from the standard end-user license terms governing DS
SolidWorks products. Clicking on “I
Agree” below or otherwise installing and using the Product will signify
Licensee’s agreement to be bound by these terms and conditions.
IF You ARE ENTERING INTO THIS AGREEMENT WITHIN THE
SCOPE OF YouR EMPLOYMENT OR IN CONNECTION WITH YouR ENGAGEMENT AS AN
INDEPENDENT CONTRACTOR, THEN THE TERM “LICENSEE” INCLUDES YouR EMPLOYER OR
PRINCIPAL CONTRACTOR, AS APPLICABLE, AND You WARRANT AND REPRESENT TO DS
SOLDIWORKS THAT You ARE AUTHORIZED TO ACCEPT THIS AGREEMENT ON SUCH EMPLOYER’S
OR PRINCIPAL CONTRACTOR’S BEHALF.
The Early
Access Versions are pre-production versions that are distributed for the
purpose of allowing Licensee to begin upgrading its software add-ins and device
drivers for the next major release of one or more Products. As an Early Release
Version may be unstable and have critical bugs, Licensee may never use it in
a production environment or use it to modify production data. Once a Product is released into the alpha
or beta release phase, Licensee must discontinue its use of the Early Access
Version of the respective Alpha or Beta release of the Product.
To
receive and use the Early Access Versions, Licensee must:
(a) need early access
to an alpha or a beta release of SolidWorks
software for interoperability purposes and to begin upgrading its add-in
software or device drivers prior to such SolidWorks
software release;
(b) be selected by DS
SolidWorks to receive Early Access software, in DS SolidWorks’ sole discretion;
and
(c) not use the Early
Access Version to develop new or existing products that may be in any way
competitive with respect to DS SolidWorks or any of its affiliates’ products.
The following is a
general description of the Early Access Versions, each of which corresponds to
a phase of the Product release cycle:
·
Alpha – Pre-production version for functionality evaluation. May
be unstable and have critical bugs; should never be used in a production
environment or to modify production data.
·
Beta – Pre-production version for quality evaluation. More stable than the Alpha version but may be
unstable and have critical bugs; should never be used in a production
environment or to modify production data.
·
Pre-Release – The release candidate for First Customer
Ship (FCS) and final quality evaluation. No known critical instability or
critical bugs. Except with regard to
PDM Professional, DS SolidWorks encourages Licensee to use the Pre-Release
Version in a production environment and strongly recommends that Licensee
create a backup of all model files and data. PDM Professional should not be used
in a production environment.
The Product
release cycle moves through each of these phases in order. Once a Product is released into the next
phase, Licensee must discontinue its use of the Product version from the
previous stage.
The terms
of this Agreement vary depending on the particular Early Access Version
Licensee is using. Licensee can identify
the particular early Access Version Licensee is using by selecting Help,
About SolidWorks… (or whichever Product Licensee is using).
The
following terms and conditions govern Licensee’s use of the Early Access
Release Version:
1. Licensee is granted a personal, nonexclusive,
nontransferable, royalty-free and temporary license to use the Early Access
Release Version of the Product during the period from initial delivery of the
Early Access Release Version of the Product to Licensee until the release of
the next phase version or the availability of a commercial release version of
the Product as described below (the “Early Access Release Period”). Such use is
solely for Licensee’s own internal testing purposes to ensure compatibility
between Licensee’s software or hardware offerings and the soon-to-be-released
version of the Product. Licensee may not sublicense, resell, transfer, assign,
lease, rent (including via a timeshare arrangement) or distribute the Product
or any of the licenses granted by this Agreement to any third party or remove
the Product from the country where Licensee received it. Licensee may not use an Early Access Version to develop
add-in applications for distribution to one or more third parties. DS SolidWorks and its licensors retain all right,
title, and interest in the Product throughout the world, including, without
limitation, copyright. Licensee may not copy, modify or make works derivative
of the Product and Licensee may not analyze for purposes competitive to DS
SolidWorks, reverse-engineer, decompile, disassemble, or otherwise attempt to
discover the source code of the Product, as such code contains trade secrets of
DS SolidWorks and its licensors.
2. DS SolidWorks will provide Licensee with a
copy of the Early Access Version copy of the Product for use during the Early
Access Period. Licensee
may not use an Early Access Version to develop add-in applications for
distribution to one or more third parties. The Early Access Version may automatically
collect certain usage and system data and email such data to DS SolidWorks to
provide additional information about stability and the use of the Early Access
Version.
3. Licensee agrees that the Product and related
information provided to Licensee in this Early Access Version are not
commercially available or available for any public use whatsoever, and these, together
with Licensee’s testing results, are the confidential and proprietary trade
secret information of DS SolidWorks and its licensors (“Confidential
Information”). Confidential Information includes, but is not limited to,
product functionality and enhancements, issues addressed and not addressed, and
performance and benchmarking results. Licensee agrees that until the Product or
any such information is publicly released by DS SolidWorks, Licensee will take
at least the same precautions to protect the confidentiality of the
Confidential Information as Licensee take to protect Licensee’s own
confidential information and that Licensee will disclose the Confidential
Information only to those of Licensee’s employees who have a need to use the
Product in connection with Licensee’s testing process. Licensee agrees not to
make Confidential Information available in any form to any third party without
the prior written consent of DS SolidWorks and not to use the Confidential
Information for any purpose inconsistent with this Early Access license.
Licensee agrees to ensure that the Confidential Information is not disclosed or
distributed by Licensee’s employees or agents in violation of the provisions of
this paragraph.
4.
Licensee acknowledges that Licensee is
receiving an Early Access Version of the Product that may contain software
bugs, errors, or other defects, and Licensee agrees that Licensee will not rely
on the performance of the Product in Licensee’s business without adequate
back-up, parallel, or contingency measures.
5. Alpha and Beta Versions – Licensee
must not use the Early Access Version in a production environment. There is no guarantee that (i) model
files or data will be compatible with any or all versions of the Product, or
(ii) an Early Access Version or later versions will neither corrupt files
created with earlier versions nor contain critical bugs or instabilities. In
addition, the access to or operation of certain Early Access Version products
may terminate (“time out”) after a certain period of time. DS
SolidWorks does not represent or guarantee that all functionality that appears
in an Early Access Version will be available in subsequent pre-release versions
or the commercially-released version of the Product.
6. DS SolidWorks and its licensors make no
warranties with respect to the Product, DS SolidWorks’ services, or any data or
materials produced using the Product, including, without limitation, any
implied warranties of merchantability, non-infringement, and fitness for a
particular purpose. DS SolidWorks does
not warrant that the Software or service will meet Licensee’s requirements or
that the operation of the Software will be uninterrupted or error-free or that
any Internet tool or service will be completely secure. DS SolidWorks and its licensors shall have no
liability, whether in contract, tort, or otherwise, for damages, including,
without limitation, direct, indirect, incidental, special, punitive or
consequential damages, arising from the Product, use of the Product, DS
SolidWorks’ services, or any data or materials produced using the Product.
7. In exchange for the license granted in Section
1 of these terms, Licensee agrees to provide comments to DS SolidWorks
regarding the performance of the Product, including reporting any errors in the
Product, and to suggest improvements to the Product. Licensee also agrees (i) to participate in
periodic telephone feedback sessions, (ii) to respond to inquiries, and (iii)
to provide such other reasonable feedback as DS SolidWorks may request.
8. Licensee acknowledges and agrees that DS
SolidWorks may incorporate any of Licensee’s suggested changes or improvements
in any release versions of the Product without further liability to Licensee,
and that DS SolidWorks will own all rights in any modifications or improvements
it chooses to make to commercially released versions of the Product as a result
of Licensee’s comments. Licensee hereby
assigns and, to the extent any such assignment cannot be made at present,
agrees to assign to DS SolidWorks all of Licensee’s rights and interest in any
changes, improvements, and feedback suggested or provided by Licensee to DS
SolidWorks and in all copyrights, patents, and other proprietary rights
Licensee may have in any such changes, improvements, or feedback, together with
the right to file for, or own wholly without restriction, United States and
foreign patents, trademarks, and copyrights with respect thereto. Licensee
further agrees to execute any other documents necessary to assign such rights
in the changes, improvements, and/or feedback and the conveyance of Licensee’s
rights to DS SolidWorks without additional compensation.
9. Licensee agrees that this Agreement will be
in effect until the end of the Early Access Period, unless earlier terminated
by DS SolidWorks. DS SolidWorks may
terminate this Agreement at any time, for any reason or for no reason, effective
immediately upon written notice to Licensee. Upon notice from DS SolidWorks to
Licensee of such termination, or of the availability of a subsequently released
version of the Product, Licensee agrees to destroy all copies of the Early
Access Version of the Product and provide certification of their destruction in
a form reasonably acceptable to DS SolidWorks.
Licensee agrees that any use by Licensee of the subsequently released
versions of the Product will be subject to the respective terms of the license
agreement distributed therewith. The
provisions of the first sentence of Section 1 and provisions of Section 7
herein shall terminate upon the termination of this Agreement, and all other
provisions of this Agreement shall survive such termination.
10. Additional
License Terms for PDM Professional: (a) DS SolidWorks licenses the PDM
Professional software on a Server + Client Access License [CAL] model, a Per
Processor model for Microsoft® SQL Server™ 2008 R2 and prior
versions, or a Per Core model for SQL Server 2014 and later versions. Licensee may use the PDM Professional
software within a network or other multi-station/client environment, provided
Licensee has one (1) PDM Professional license per user concurrently connected
to the PDM Professional vault or database server. The terms of the SQL Server 2014 Standard Edition, Runtime Restricted-Use Software
license are delivered with orders for PDM Professional software and are
incorporated herein by reference; (b)
PDM Professional contains embedded software programs provided by Oracle
Corporation and its affiliated companies
("Oracle") (the “Oracle Programs”), and notwithstanding the
provisions of Section 1 above, Oracle or its licensor(s) retain all ownership
and intellectual property rights to the Oracle Programs and are each a
third-party beneficiary of this Agreement.
The Oracle Programs are subject to a restricted license and can be used
only with their associated application package and cannot be modified by
Licensee. Some of the Oracle Programs may contain source code that Oracle may
provide as part of its standard shipment of such programs, and such code shall
be governed by the terms of this Agreement; (c) Third-party technology that may
be appropriate or necessary for use with some of the Oracle Programs is
specified in the application program documentation or as otherwise notified by
DS SolidWorks, and such technology is licensed to Licensee only for use with
the application package under the terms of the third-party license agreement
specified in the application package documentation or as otherwise notified by
DS SolidWorks and not under the terms of this Agreement; (d) Licensee agrees (i) to allow DS
SolidWorks to audit Licensee’s use of the Oracle Programs, (ii) to provide DS
SolidWorks with reasonable assistance and access to information in the course
of such audit, and (iii) to allow DS SolidWorks to report the results of such
audit to Oracle or to assign to Oracle DS SolidWorks’ right to conduct the
audit (without any obligation or liability on Oracle to pay Licensee’s or DS
SolidWorks’ costs incurred as a result of the audit); (e) Licensee acknowledges
that PDM Professional contains software and technical data that are subject to
the export control laws of the United States or the United Kingdom, and
Licensee agrees not to directly or indirectly export, re-export PDM
Professional, that is, move PDM Professional from the country in which
Licensee first licensed it, without the appropriate United States or foreign
government licenses and the written approval of DS SolidWorks and its
licensors.
11. Windows Desktop Search: Microsoft Corporation (or based on where
Licensee lives, one of Microsoft Corporation’s affiliates) licenses this
supplement to Licensee. Licensee may use a copy of this supplement with each
validly licensed copy of Microsoft Windows software identified for use with it
(the”Microsoft software”). Licensee may
not use it if Licensee does not have a license for the Microsoft software. The
license terms for the Microsoft software apply to Licensee’s use of this
supplement. Windows Desktop Search is
covered by the MSN Privacy Statement (http://privacy.microsoft.com/en-us/fullnotice.mspx).
12. This Early Access Version license contains the
entire agreement between Licensee and DS SolidWorks with respect to its subject
matter, and shall be governed by, and construed and enforced in accordance
with, the substantive laws of the Commonwealth of Massachusetts without regard
to its principles of conflicts of law.