3DMediaViewer 1.40

EULA - End User License Agreement

End User License Agreement for 3DMedia Corporation

Please read this End User License Agreement (Agreement) carefully. 3DMedia Corporation ("3DMedia") is willing to license Software to you (You) as an individual, or if you are downloading this Software as part of your job responsibilities, to the company or legal entity you represent as an employee or authorized agent that will be utilizing the Software (as defined below), only on the condition that you accept all of the terms of this Agreement. By clicking on the Accept" button below, or by using the Software, You affirm that You agree to the terms and conditions of this Agreement. If You do not agree, click on the Decline" button, do not use the Software, and delete and/or destroy all copies of the Software and related files that You have made.

1. Definitions.

1.1. Software means any proprietary 3DMedia computer program, including all related documentation provided by 3DMedia for use in connection with the Software (Documentation) as well as all Updates.

1.2. Named User means You or an individual employed or engaged as an independent contractor by You who has been granted rights to use the Software.

1.3. Update shall mean any patch, update, modification, improvement, new version, add-on, supplement or enhancement of the Software or Documentation provided by 3DMedia to You.

2. License to Use the Software. Subject to the terms of this Agreement, 3DMedia grants You the limited, non-exclusive, non-transferable license (License) for a single Named User to use the Software in object code form only for Your own personal or business purposes. If you have obtained an evaluation version to use the Software, Your right to use the Software expires fourteen (14) days after You receive a copy of the Software.

3. Restrictions.

3.1. You agree not to make copies of the Software, other than a single copy of the Software for backup purposes. You may also make a reasonable number of copies of the Documentation for Your internal use only. You shall ensure that all proprietary rights notices on the Software and Documentation are reproduced and applied without modification to any copies You make. You may not: (a) modify, decompile, disassemble, extract, or otherwise reverse engineer the Software, or create derivative works based upon all or part of Software, or (b) copy, transfer, lease, assign, rent, or sublicense the Software, in whole or in part, except as expressly set forth in this Agreement, or (c) use the Software for the purpose of providing a service bureau, third-party hosting, time-sharing, an application service, or similar services for third parties, or (d) use or combine the Software with open source programs, including but not limited to programs made available under the GPL license, in any manner that could be interpreted to cause the Software or any part thereof to be subject to an open source license.

3.2. The Software may be used only on a single computer at a time. You may move the Software to a different computer so long as You permanently remove such Software from the computer on which it was previously used. The Software may not be shared or used concurrently on different computers.

3.3. If You are a U.S. Government entity, then You acknowledge and agree that the Software is a commercial component, as this term is defined in 48 C.F.R. 2.101, consisting of commercial computer software and computer software documentation, as such terms are defined in 48 C.F.R. 252.227-7014(a)(1) and 48 C.F.R. 252.227-7014(a)(5), respectively, and used in 48 C.F.R. 12.212 and 48 C.F.R. 227.7202, as applicable, and all as amended from time to time. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202, and other relevant sections of the Code of Federal Regulations, as applicable, and all as amended from time to time, all U.S. Government entities acquire this Software only with those rights set forth in this Agreement.

4. Proprietary Rights. The Software is licensed, not sold. You acknowledge and agree that 3DMedia and its licensors own, control and shall retain all right, title, and interest in and to the Software, including but not limited to all associated algorithms, data structures, techniques, concepts, technology, report formats, and screen formats, as well as all related patents, trademarks, copyrights, trade secrets, and other intellectual property rights. Nothing contained in this Agreement shall be construed to assign or grant to You any right, title, or interest in or to trademarks, copyrights, patents, or trade secrets of 3DMedia or its licensors, or any ownership rights in or to the Software. 3DMedia reserves all rights not expressly granted to You in this Agreement.

5. Support and Maintenance. Nothing in this Agreement requires 3DMedia to provide any training, maintenance, Updates or support to You.

6. Evaluation Feedback. You may provide to 3DMedia input regarding Your reactions, comments, and suggestions for improvement regarding the Software, including but not limited to usability, missing features, functional errors and bug reports. All such reports and other feedback You provide to 3DMedia may be used by 3DMedia for any purpose whatsoever without compensation to You, and 3DMedia will be the sole owner of any and all inventions or improvements developed by 3DMedia.

7. Disclaimers.

7.1. Disclaimer. 3DMedia does not warrant that the Software will operate uninterruptedly or error-free. You are solely responsible for maintaining all third-party software and hardware in accordance with applicable vendor requirements. 3DMedia has no responsibility for data provided for processing by the Software. THE SOFTWARE IS PROVIDED AS-IS, AND 3DMEDIA MAKES NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THIS AGREEMENT OR THE SOFTWARE INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, OR CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION.

7.2. Safety. The Software includes three-dimensional features. If you experience eyestrain or headaches or encounter other health-related issues (including lightheadedness, altered vision, eye or face twitching, involuntary movements, convulsions, loss of awareness, confusion, disorientation, or nausea) when using the Software, you should limit, adjust or stop your use of the three-dimensional features of the Software. If eyestrain, headaches or other conditions continue, stop use of the Software.

7.3. Third-Party Software. The Documentation for the Software identifies certain third-party software that is delivered with the Software, and may also include different licensing terms (Third-Party Software Terms) for such third-party software. In the event of any conflict between the terms of this Agreement and the Third-Party Software Terms, the Third-Party Software Terms shall control with respect to the applicable third-party software.

8. Limitation of Liability and Remedies. IN NO EVENT WILL 3DMEDIA OR ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES OR SUPPLIERS: (A) BE LIABLE FOR ANY CLAIMS OR DAMAGES IN EXCESS OF AMOUNTS PAID BY YOU FOR THE SOFTWARE, OR (B) BE LIABLE FOR ANY LOST DATA, LOST PROFITS, LOST SAVINGS, BUSINESS INTERRUPTION, PERSONAL INJURY, DEATH, OR ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF YOUR USE OF OR INABILITY TO USE THE SOFTWARE OR THIS AGREEMENT, EVEN IF 3DMEDIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. These limitations of liability and remedies shall apply to the maximum extent allowed by law and even if any remedy fails of its essential purpose.

9. Confidentiality. You agree that the Software, its functionality, and any other material provided by 3DMedia that is marked confidential or that would reasonably be recognized as confidential (collectively, "Confidential Information") are the confidential property of 3DMedia. You will not use or disclose any Confidential Information except to the extent You can document that any such Confidential Information is in the public domain and generally available for use and disclosure by the general public without any charge or license. You recognize and agree that there is no adequate remedy at law for a breach of this Section, that such a breach would irreparably harm 3DMedia and that 3DMedia is entitled to equitable relief (including, without limitation, injunctive relief) with respect to any such breach or potential breach, in addition to any other remedies available at law.

10. Export Regulation. You acknowledge that the Software and related technical data are subject to export restrictions under United States law. You agree to comply with all applicable United States and international export and import control laws, including but not limited to the U.S. Export Administration Regulations, as well as end-user, end-use, and destination restrictions issued by the United States and other governments. Without limiting the foregoing, You agree not to directly or indirectly export or re-export the Software or any related technical data to any country to which the United States has prohibited export.

11. Term and Termination. This Agreement and the License are effective until terminated. Either party may terminate this Agreement and the License if the other party breaches this Agreement, and such breach is not cured after ten (10) days written notice. Within five (5) days after the date of termination, You shall return to 3DMedia or destroy, at 3DMedia's option, all copies of the Software in Your possession or control, including any and all copies made by You, and any Documentation. Sections 1, 4, 6, 7, 8, 9, 12, 13, and 14 shall survive termination of this Agreement.

12. Law and Disputes. This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina, without regard to its choice of law provisions. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. All disputes arising under this Agreement or its subject matter that cannot be settled by good faith negotiation shall be decided by arbitration under the rules of the American Arbitration Association. The decision of the arbitrator or arbitrators shall be final. The site of the arbitration will be in Raleigh, North Carolina, unless otherwise expressly agreed, and the arbitration award shall be enforceable in any court of competent jurisdiction. Notwithstanding anything contained in this Section to the contrary, 3DMedia shall have the right to institute judicial proceedings against You or anyone acting by, through or under You, in order to enforce 3DMedia's rights hereunder through specific performance, injunction or similar equitable relief. The prevailing party in any action to enforce this Agreement shall be entitled to recover its reasonable attorneys' fees from the other party.

13. Entire Agreement. This Agreement sets forth the entire understanding between You and 3DMedia with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, oral and written, as they regard the licensing of the Software. This Agreement may be amended only in a writing signed by both parties.

14. Miscellaneous. No waiver of any right under this Agreement shall be effective unless in writing, signed by an authorized representative of the waiving party; failure to insist upon strict compliance with this Agreement shall not be deemed a waiver of any future right arising out of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be fully severable, and this Agreement shall be construed and enforced as if the illegal, invalid or unenforceable provision had never been a part of this Agreement. Neither party may assign or transfer this Agreement, and any such attempted assignment or transfer shall be null and void. Notwithstanding the foregoing: (a) 3DMedia may assign this Agreement without consent to: (i) an affiliated company, or (ii) a party acquiring all or substantially all of the business of 3DMedia relating to the Software, and (b) You may assign this Agreement without consent to a party acquiring all or substantially all of Your business.

15. Binding Agreement. BY DOWNLOADING OR USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. If You have any questions concerning this Agreement, You may contact 3DMedia at info@3dmedia.com.