End User Licence Agreement (EULA)
NOTICE TO USER: THIS SOFTWARE (THE “SOFTWARE”) IS PROVIDED TO YOU BY RS COMPONENTS LTD (“RS”) AND IS BASED ON SOFTWARE ORIGINALLY DEVELOPED BY SPACECLAIM CORPORATION (“SPACECLAIM”). IN THIS AGREEMENT THE TERM THE “PROVIDERS” SHALL MEAN (1) RS AND SPACECLAIM; OR (2) IF REQUIRED BY THE CONTEXT, EITHER OF THEM. PLEASE READ THIS AGREEMENT CAREFULLY. BY CLICKING THE ACCEPT BUTTON OR DOWNLOADING OR INSTALLING THE SOFTWARE, YOU ARE BECOMING A PARTY TO A CONTRACT WITH EACH OF THE PROVIDERS AND ARE CONSENTING TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO THE RESTRICTIONS ON USE SET FORTH IN SECTION 2; THE LIMITED WARRANTY SET FORTH IN SECTION 5; AND THE LIMITATIONS ON EACH OF THE PROVIDERS’ LIABILITY SET FORTH IN SECTION 6.
DO NOT CLICK THE ACCEPT BUTTON UNLESS YOU UNDERSTAND AND AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT.
IF YOU DO NOT AGREE WITH ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, CLICK THE DO NOT ACCEPT BUTTON AND DO NOT DOWNLOAD OR INSTALL THE SOFTWARE.
YOU MAY PRINT THIS AGREEMENT BY CLICKING ON THE PRINT BUTTON.
THIS AGREEMENT WILL NOT APPLY IF YOU AND BOTH OF THE PROVIDERS HAVE ENTERED INTO A SIGNED "HARD COPY" AGREEMENT FOR THE LICENSE OF THE SOFTWARE ON TERMS AND CONDITIONS THAT DIFFER FROM THOSE SET FORTH IN THIS AGREEMENT. WHERE YOU HAVE ENTERED INTO A SIGNED “HARD COPY” AGREEMENT WITH ONLY RS OR SPACECLAIM, THIS AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT.
THE SOFTWARE MAY INCLUDE PRODUCT ACTIVATION TECHNOLOGY AND OTHER TECHNOLOGY DESIGNED TO PREVENT UNAUTHORIZED USE AND COPYING OF THE SOFTWARE. THIS TECHNOLOGY MAY CAUSE YOUR COMPUTER TO AUTOMATICALLY CONNECT TO THE INTERNET. ADDITIONALLY, ONCE CONNECTED, THE SOFTWARE MAY TRANSMIT YOUR SERIAL NUMBER, OTHER IDENTIFYING INFORMATION ABOUT YOUR COMPUTER AND LICENSE, AND RECORDS OF THE SOFTWARE’S USE AND PERFORMANCE TO THE PROVIDERS AND IN DOING SO MAY PREVENT YOUR USE OF THE SOFTWARE IF YOU DO NOT FOLLOW THE ACTIVATION AND INSTALLATION PROCESS OR FAIL TO COMPLY WITH THIS LICENSING AGREEMENT. VISIT HTTP://WWW.SPACECLAIM.COM/PRIVACY FOR MORE INFORMATION.
1. Definitions. As used in this Agreement:
(a) “Documentation” means any electronic, online or print user manuals, handbooks and other materials relating to the Software given to you by the Providers;
(b) “Software” means the software product(s) downloaded from the RS web site, any updates or upgrades that may be made available to you from time to time and any add-in modules that you may install from time to time;
(c) “you” means you personally if you acquire a license to the Software for yourself or the company or other legal entity for which you acquire a license to the Software.
(a) Grant. The Providers hereby grant to you, and you hereby accept, subject to the terms and conditions set forth in this Agreement, a non-exclusive license, without the right to sublicense, effective during the License Term, to (i) install and use the computer-executable object code of the Software for your internal business purposes in accordance with the rest of this Agreement; and (ii) use the Documentation in connection with your use of the Software. This license is not transferable except as specifically set forth in Section 9(d). You may not provide or make available to any third party any such applications.
(b) Copying. You may make a reasonable number of copies of the Software and Documentation for archival and back-up purposes only. You must include on each such copy all copyright or other proprietary notices contained on the Software and Documentation.
(c) Modification, etc. You may not modify or alter the Software or Documentation, translate the Software or Documentation, or create derivative works of the Software or Documentation. The source code of the Software contains valuable trade secrets of SpaceClaim and its licensors. You may not decompile, disassemble or reverse engineer the Software or otherwise attempt to discover the source code of the Software (except only to the extent you may be specifically permitted under applicable law to do so solely in order to achieve interoperability with other independently created software). You may not remove or alter any copyright or other proprietary notice contained on the Software or Documentation.
(d) Restrictions on Transfer. You may not unbundle the component parts or add-in modules, if any, of the Software for use on different computers or attempt to use any such component parts or modules separately from your use of the Software. If you change computers with a node locked license, you must de-install the Software from the old computer before installing it on the new computer. You may not install the Software on a network server, transmit the Software over a computer network, or operate the software from a remote location. You may not sell, license, sublicense, transfer, assign, lease, rent, share or otherwise make available or disclose to third parties (including via an application service provider (ASP), service bureau or timeshare arrangement) the Software or Documentation, except that you may assign your right to use the Software and Documentation in connection with an assignment of this Agreement as specifically permitted in Section 9(d).
(e) Ownership. The Software is protected by copyright laws of the United States and international treaty provisions. Title to and ownership of and all proprietary rights in the Software and Documentation and each copy shall remain at all times with SpaceClaim or its third party licensors. This is not an agreement for the sale of the Software to you. Except as stated above, this Agreement does not grant you any intellectual property rights in the Software.
3. Responsibility for Selection and Use of Software. You are responsible for the supervision, management and control of the use of the Software, including, but not limited to: (i)carrying out your own due diligence and ensuring the Software is suitable to achieve your intended results; (ii) determining the appropriate uses of the Software and the output of the Software in your business; and, (iii) establishing adequate backup to prevent the loss of data in the event of a Software malfunction. The Software is a tool that is intended to be used only by trained professionals and is not to be a substitute for professional judgment or independent testing of physical prototypes for product stress, safety and utility.
4. Limited Warranty.
(a) Limited Warranty. RS warrants solely to you that (i) for a period of 10 days following initial download, the Software will function substantially in accordance with the Documentation. RS does not warrant that the Software will meet your requirements or operate without interruption or be error free and does not warrant the results you may obtain by using the Software. RS’s sole obligation under this warranty shall be to (i) use commercially reasonable efforts to correct Software that is not functioning substantially in the manner described in the Documentation, provided that you report such malfunction to RS and provide reasonably detailed documentation of such malfunction within the warranty period. EXCEPT AS SPECIFICALLY SET FORTH IN THE PRECEDING SENTENCES, THE SOFTWARE AND SERVICES ARE PROVIDED “AS IS” AND, TO THE MAXIMUM EXTENT PERMIITED BY LAW:
(a) SPACECLAIM HEREBY DISCLAIMS ALL; AND
(b) RS HEREBY DISCLAIMS ALL OTHER:
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN THAT EVENT, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO 90 DAYS FROM THE DATE OF PURCHASE OF THE SOFTWARE. HOWEVER, SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.
(b) Exceptions. The Providers shall have no liability under this warranty for malfunctions resulting from or caused by (i) alterations or modifications to the Software by anyone other than SpaceClaim or RS; (ii) accident, corruption, misuse or neglect of the Software; (iii) the combination or use of the Software with hardware or software not supported by SpaceClaim; (iv) other software, hardware, network or other infrastructure with which the Software is used; or (v) the failure by you to incorporate and use all updates to the Software available from the Providers.
5. Limitation of Liability.
(a) THE SOFTWARE IS PROVIDED FOR YOU TO USE FREE OF CHARGE BY RS. TO THE FULLEST EXTENT PERMITTED BY LAW, THE ENTIRE RISK AS TO THE SOFTWARE’S PERFORMANCE AND SUITABILITY FOR USE IS WITH YOU. YOU ACCEPT THAT THE SOFTWARE AND ANY DOCUMENTATION MAY NOT BE ERROR-FREE, ACCURATE OR UP-TO-DATE. SUBJECT TO SECTION 5(c) BELOW, YOU AGREE THAT THE PROVIDERS SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM YOUR USE OF OR YOUR INABILITY TO USE THE SOFTWARE OR ANY DOCUMENTATION PROVIDED AND THAT YOU WILL ASSUME THE COST OF ANY NECESSARY SERVICING, REPAIR OR CORRECTION RESULTING FROM YOUR USE OF THE SOFTWARE OR ANY DOCUMENTATION.
(b) TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PROVIDERS WILL NOT BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, RELIANCE, EXEMPLARY OR PUNITIVE DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF DATA OR LOSS OF USE DAMAGES, EVEN IF THE PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF THE SAME AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
(c) EXCEPT FOR THE OBLIGATIONS OF RS ARISING UNDER SECTION 5(a), YOU AGREE THAT THE MAXIMUM LIABILITY OF THE PROVIDERS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, SHALL NOT EXCEED $500.
(d) YOU RECOGNIZE THAT YOU MAY SUFFER SIGNIFICANT LOSSES OVER AND ABOVE $500. FOR THE EXPRESS PURPOSE OF LIMITING THE LIABILITY OF THE PROVIDERS TO AN EXTENT WHICH IS REASONABLY PROPORTIONATE WHERE RS IS PROVIDING THE SOFTWARE TO YOU FOR FREE, YOU AGREE TO THE FOREGOING LIMITATIONS ON THE PROVIDERS’ LIABILITY.
(e) You may not bring any suit or action against SpaceClaim or RS for any reason whatsoever more than one year after the cause of action accrued.
(a) Term. This Agreement shall commence upon your initial download of the Software and shall continue in effect until terminated in accordance with this Section.
(b) Termination By You. You may terminate this Agreement and all licenses granted under this Agreement at any time by discontinuing use of the Software and notifying RS; provided, however, that you shall not in any event be entitled to any refund of license or other fees previously paid.
(c) By RS. RS may terminate this Agreement and all licenses granted under this Agreement: (1) on reasonable notice if required to do so by Spaceclaim or by any law or regulatory body; or (2) at any time by giving you not less than six (6) months’ written notice.
(d) Consequences of Termination. Upon termination of this Agreement for any reason, you must: (i) cease to use the Software and Documentation; (ii) destroy all copies of the Software and Documentation; (iii) erase all copies which are stored in computer memory or hard disk or other similar forms or media. At the request of RS or Spaceclaim, you shall certify in writing to that party that all such copies have been destroyed and erased. The following shall survive the termination of this Agreement: (i) all liabilities accrued under this Agreement prior to the effective date of termination; and (ii) all provisions of Sections 2(e), 5, 6 and 9 of this Agreement. Subject to the provisions of Section 5 hereof, the rights provided in this Section 6 shall be in addition to any and all rights and remedies available to a non-defaulting party at law or in equity upon any breach of this Agreement by the other party.
7. Export. You agree not to ship, transfer or export the Software or Documentation into any country or use the Software or Documentation in any manner prohibited by any export control laws, restrictions or regulations of the United States or any other country (collectively, the “Export Laws”). In addition, i) if the Software or Documentation is identified as an export controlled item under the Export Laws, you represent and warrant that you are not a citizen of, or located within, an embargoed or otherwise restricted nation and that you are not otherwise prohibited under the Export Laws from receiving the Software and Documentation, and, ii) if RS has accepted an order from a non-compliant export controlled customer, RS reserves the right to immediately cancel the license.
8. Notice to U.S. Government End Users. The Software and Documentation are "Commercial Items," as that term is defined at 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 or 48 C.F.R. 227.7202, as applicable. Consistent with 48 C.F.R. 12.212 or 48 C.F.R. 227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (i) only as Commercial Items and (ii) with only those rights as are granted to all other end users pursuant to the terms and conditions herein.
(a) Entire Agreement. Unless you have executed a "hard copy" agreement for the license of the Software with RS or Spaceclaim (which will coexist with this Agreement unless both RS and Spaceclaim have entered into such an Agreement with you), this Agreement sets forth the complete understanding of the parties with respect to the subject matter of this Agreement and supersedes all prior understandings and communications relating thereto. No term or condition of your purchase order or other document provided to the Providers which is different from, inconsistent with, or in addition to the terms and conditions set forth herein will be binding upon the Providers. To the extent that this document may constitute an acceptance, this acceptance is expressly conditioned on your assent to the terms and conditions set forth herein.
(b) Modification; Waiver. This Agreement may not be modified or amended except pursuant to a written instrument signed by both parties. The waiver by either party of a breach of any provision hereof shall not be construed as a waiver of any succeeding breach of the same or any other provision, nor shall any delay or omission on the part of such party to avail itself of any right, power or privilege that it has or may have hereunder operate as a waiver of any right, power or privilege.
(c) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts as if made in and performed entirely within Massachusetts, United States of America, without regard to any conflict of law principles and excluding application of the United Nations Convention on Contracts for the International Sale of Goods.
(d) Successors and Assigns. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective successors and assigns, but you may assign or otherwise transfer this Agreement or your rights and duties only with the prior written consent of RS, except that you may assign this Agreement, without the prior written consent of RS, to the successor of all or substantially all of your assets or business, provided that such assignee agrees in writing to be bound by the terms hereof.
(e) Severability. In the event that any provision of this Agreement shall for any reason be held invalid, illegal or unenforceable by a court of competent jurisdiction, to such extent such provision shall be deemed null and void and severed from this Agreement, and the remaining provisions of this Agreement shall remain in full force and effect.
(f) Headings. The headings of the sections of this Agreement are for convenience of reference only and shall not be considered in construing this Agreement.
(g) Force Majeure. If the Providers are unable to perform any of their obligations under this Agreement due to any act of God, fire, casualty, flood, war, strike, shortage or any other cause beyond its reasonable control, and if the Providers use reasonable efforts to avoid such occurrence and minimize its duration, then the Providers’ performance shall be excused and the time for its performance shall be extended for the period of delay or inability to perform.
(h) Canadian Users. If you purchased the license for the Software in Canada, you agree to the following: The parties hereto confirm that it is their wish that this Agreement, as well as other documents relating hereto, including notices, have been and shall be written in the English language only. Les parties ci-dessus confirment leur désir que cet accord ainsi que tous les documents, y compris tous avis qui s'y rattachent, soient rédigés en langue anglaise.
(i) Rights of Licensors. Any licensor of SpaceClaim shall be a third party beneficiary of this Agreement and shall have the right to enforce the terms of this Agreement against you as they relate to components or other material licensed to SpaceClaim by such licensor. To the extent provided in the respective license agreements between SpaceClaim and such licensors, all such licensors and their affiliates (i) disclaim any and all warranties to you; and (ii) disclaim, to the maximum extent permitted by law, liability to you for damages, direct or indirect, incidental or consequential, that might arise from any use of the Software and/or the components or other material licensed to SpaceClaim.
10. Inquiries. If you have any questions about this Agreement, please contact: RS Components Ltd, Birchington Road, Corby, Northants, NN17 9RS.
Copyright © 2011 SpaceClaim Corporation. All Rights Reserved. SpaceClaim is a registered trademark of SpaceClaim Corporation.
• Portions of this software Copyright © 2010 Acresso Software Inc. FlexLM and FLEXNET are trademarks of Acresso Software Inc.
• Portions of this software Copyright © 2008 Adobe Systems Incorporated. All Rights Reserved. Adobe and Acrobat are either registered trademarks or trademarks of Adobe Systems Incorporated in the United States and/or other countries
• ANSYS Workbench and GAMBIT and all other ANSYS, Inc. product names are trademarks or registered trademarks of ANSYS, Inc. or its subsidiaries in the United States or other countries.
• Contains BCLS (Bound-Constrained Least Squares) Copyright (C) 2006 Michael P. Friedlander, Department of Computer Science, University of British Columbia, Canada, provided under a LGPL 3 license which is included in the SpaceClaim installation directory (lgpl-3.0.txt). Derivative BCLS source code available upon request.
• Contains SharpZipLib Copyright © 2009 C# Code
• Anti-Grain Geometry Version 2.4 Copyright © 2002-2005 Maxim Shemanarev (McSeem).
• Some SpaceClaim products may contain Autodesk® RealDWG by Autodesk, Inc., Copyright © 1998-2010 Autodesk, Inc. All rights reserved. Autodesk, AutoCAD, and Autodesk Inventor are registered trademarks and RealDWG is a trademark of Autodesk, Inc.
• CATIA is a registered trademark of Dassault Systèmes.
• Portions of this software Copyright © 2010 Google. SketchUp is a trademark of Google.
• This software is based in part on the work of the Independent JPEG Group.
• Portions of this software Copyright © 1999-2006 Intel Corporation. Licensed under the Apache License, Version 2.0. You may obtain a copy of the License at http://www.apache.org/licenses/LICENSE-2.0
• Contains DotNetBar licensed from devcomponents.com.
• Portions of this software Copyright (c) 1988-1997 Sam Leffler and Copyright (c) 1991-1997 Silicon Graphics, Inc. 
• KeyShot is a trademark of Luxion ApS.
• MatWeb is a trademark of Automation Creations, Inc.
• 2008 Microsoft ® Office System User Interface is licensed from Microsoft Corporation. Direct3D, DirectX, Microsoft PowerPoint, Excel, Windows, Windows Vista and the Windows Vista Start button are trademarks or registered trademarks of Microsoft Corporation in the United States and/or other countries.
• Portions of this software Copyright © 2005 Novell, Inc. (http://www.novell.com)
• Pro/ENGINEER and PTC are registered trademarks of Parametric Technology Corporation.
• Persistence of Vision Raytracer and POV-Ray are trademarks of Persistence of Vision Raytracer Pty. Ltd.
• Portions of this software Copyright © 1993-2009 Robert McNeel & Associates. All Rights Reserved. openNURBS is a trademark of Robert McNeel & Associates. Rhinoceros is a registered trademark of Robert McNeel & Associates.
• Portions of this software Copyright © 2005-2007, Sergey Bochkanov (ALGLIB project). *
• Portions of this software are owned by Siemens PLM © 1986-2011. All Rights Reserved. Parasolid and Unigraphics are registered trademarks and JT is a trademark of Siemens Product Lifecycle Management Software, Inc.
• SolidWorks is a registered trademark of SolidWorks Corporation.
• Portions of this software are owned by Spatial Corp. © 1986-2011. All Rights Reserved. ACIS and SAT are registered trademarks of Spatial Corp.
• Contains Teigha for .dwg files licensed from the Open Design Alliance. Teigha is a trademark of the Open Design Alliance.
• Development tools and related technology provided under license from 3Dconnexion. © 1992 - 2008 3Dconnexion. All rights reserved.
• TraceParts is owned by TraceParts S.A. TraceParts is a registered trademark of TraceParts S.A.
• Portions of this software Copyright © 1992-2008 The University of Tennessee. All rights reserved. 
• Portions of this software Copyright © XHEO INC. All Rights Reserved. DeployLX is a trademark of XHEO INC.
• All other trademarks, trade names or company names referenced in SpaceClaim software, documentation and promotional materials are used for identification only and are the property of their respective owners.
 Additional Notice for TIFF source code contained in the Software:
Copyright (c) 1988-1997 Sam Leffler
Copyright (c) 1991-1997 Silicon Graphics, Inc.
Permission to use, copy, modify, distribute, and sell this software and
its documentation for any purpose is hereby granted without fee, provided
that (i) the above copyright notices and this permission notice appear in
all copies of the software and related documentation, and (ii) the names of
Sam Leffler and Silicon Graphics may not be used in any advertising or
publicity relating to the software without the specific, prior written
permission of Sam Leffler and Silicon Graphics.
THE SOFTWARE IS PROVIDED "AS-IS" AND WITHOUT WARRANTY OF ANY KIND,
EXPRESS, IMPLIED OR OTHERWISE, INCLUDING WITHOUT LIMITATION, ANY
WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
IN NO EVENT SHALL SAM LEFFLER OR SILICON GRAPHICS BE LIABLE FOR
ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND,
OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS,
WHETHER OR NOT ADVISED OF THE POSSIBILITY OF DAMAGE, AND ON ANY THEORY OF
LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE
OF THIS SOFTWARE.
 Additional notice for LAPACK and ALGLIB code contained in the Software:
Redistribution and use in source and binary forms, with or without modification, are permitted provided that the following conditions are met:
• Redistributions of source code must retain the above copyright notice, this list of conditions and the following disclaimer.
• Redistributions in binary form must reproduce the above copyright notice, this list of conditions and the following disclaimer listed in this license in the documentation and/or other materials provided with the distribution.
• Neither the name of the copyright holders nor the names of its contributors may be used to endorse promote products derived from this software without specific prior written permission.
THIS SOFTWARE IS PROVIDED BY THE COPYRIGHT HOLDERS AND CONTRIBUTORS "AS IS" AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE COPYRIGHT OWNER OR CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.