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Component Name: AWS SDK for C++

License Type: Apache License 2.0

Apache License Version 2.0, January 2004

TERMS AND CONDITIONS FOR USE, REPRODUCTION, AND DISTRIBUTION

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"Contribution" shall mean any work of authorship, including the original version of the Work and any modifications or additions to that Work or Derivative Works thereof, that is intentionally submitted to Licensor for inclusion in the Work by the copyright owner or by an individual or Legal Entity authorized to submit on behalf of the copyright owner. For the purposes of this definition, "submitted" means any form of electronic, verbal, or written communication sent to the Licensor or its representatives, including but not limited to communication on electronic mailing lists, source code control systems, and issue tracking systems that are managed by, or on behalf of, the Licensor for the purpose of discussing and improving the Work, but excluding communication that is conspicuously marked or otherwise designated in writing by the copyright owner as "Not a Contribution."

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Note: Other license terms may apply to certain, identified software files contained within or distributed with the accompanying software if such terms are included in the directory containing the accompanying software. Such other license terms will then apply in lieu of the terms of the software license above.

JSON processing code subject to the MIT License from http://en.wikipedia.org/wiki/MIT_License XML processing code is subject to the license at (www.grinninglizard.com) Android build logic code is subject to the MIT License from http://en.wikipedia.org/wiki/MIT_License

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Component Name: Creo View SDK

License Type: Basic Proprietary Commercial License

https://www.ptc.com/en/products/creo/creo-view

License Not Applicable

Component Name: Xerces-c

License Type: Apache License 2.0

http://xerces.apache.org/xerces-c/index.html

http://www.apache.org/licenses/

TERMS AND CONDITIONS FOR USE, REPRODUCTION, AND DISTRIBUTION

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“License” shall mean the terms and conditions for use, reproduction, and distribution as defined by Sections 1 through 9 of this document.

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Trademarks. This License does not grant permission to use the trade names, trademarks, service marks, or product names of the Licensor, except as required for reasonable and customary use in describing the origin of the Work and reproducing the content of the NOTICE file.
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Limitation of Liability. In no event and under no legal theory, whether in tort (including negligence), contract, or otherwise, unless required by applicable law (such as deliberate and grossly negligent acts) or agreed to in writing, shall any Contributor be liable to You for damages, including any direct, indirect, special, incidental, or consequential damages of any character arising as a result of this License or out of the use or inability to use the Work (including but not limited to damages for loss of goodwill, work stoppage, computer failure or malfunction, or any and all other commercial damages or losses), even if such Contributor has been advised of the possibility of such damages.
Accepting Warranty or Additional Liability. While redistributing the Work or Derivative Works thereof, You may choose to offer, and charge a fee for, acceptance of support, warranty, indemnity, or other liability obligations and/or rights consistent with this License. However, in accepting such obligations, You may act only on Your own behalf and on Your sole responsibility, not on behalf of any other Contributor, and only if You agree to indemnify, defend, and hold each Contributor harmless for any liability incurred by, or claims asserted against, such Contributor by reason of your accepting any such warranty or additional liability.

Component Name: PoDoFo

License Type: GNU Lesser General Public License v2.1 or later

http://sourceforge.net/projects/podofo/

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Component Name: GLEW

License Type: Wrangler Library License

http://sourceforge.net/projects/glew/

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Component Name: USD SDK

License Type: Apache License 2.0

https://github.com/PixarAnimationStudios/USD/

Modified Apache 2.0 License

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Trademarks. This License does not grant permission to use the trade names, trademarks, service marks, or product names of the Licensor and its affiliates, except as required to comply with Section 4(c) of the License and to reproduce the content of the NOTICE file.

Component Name: Open Computer Vision Library (OpenCV)

License Type: BSD 3-clause "New" or "Revised" License

http://github.com/opencv/opencv/

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Component Name: libjpeg

License Type: Independent JPEG Group License

http://tracker.debian.org/pkg/libjpeg-turbo

LICENSE TERMS (ships as a part of the libjpeg package in the README file)

We don't promise that this software works. (But if you find any bugs, please let us know!)

You can use this software for whatever you want. You don't have to pay us.

You may not pretend that you wrote this software. If you use it in a program, you must acknowledge somewhere in your documentation that you've used the IJG code.

In legalese:

The authors make NO WARRANTY or representation, either express or implied, with respect to this software, its quality, accuracy, merchantability, or fitness for a particular purpose. This software is provided "AS IS", and you, its user, assume the entire risk as to its quality and accuracy.

Permission is hereby granted to use, copy, modify, and distribute this software (or portions thereof) for any purpose, without fee, subject to these conditions: (1) If any part of the source code for this software is distributed, then this README file must be included, with this copyright and no-warranty notice unaltered; and any additions, deletions, or changes to the original files must be clearly indicated in accompanying documentation. (2) If only executable code is distributed, then the accompanying documentation must state that "this software is based in part on the work of the Independent JPEG Group". (3) Permission for use of this software is granted only if the user accepts full responsibility for any undesirable consequences; the authors accept NO LIABILITY for damages of any kind.

These conditions apply to any software derived from or based on the IJG code, not just to the unmodified library. If you use our work, you ought to acknowledge us.

Permission is NOT granted for the use of any IJG author's name or company name in advertising or publicity relating to this software or products derived from it. This software may be referred to only as "the Independent JPEG Group's software".

We specifically permit and encourage the use of this software as the basis of commercial products, provided that all warranty or liability claims are assumed by the product vendor.

Component Name: portaudio

License Type: MIT License

http://www.portaudio.com/

The above copyright notice and this permission notice shall be included in all copies or substantial portions of the Software. THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.

Component Name: Protocol Buffers

License Type: BSD 3-clause "New" or "Revised" License

http://tracker.debian.org/pkg/protobuf

Component Name: Instant Meshes

License Type: BSD 3-clause "New" or "Revised" License

https://github.com/wjakob/instant-meshes

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 in the documentation and/or other materials provided with the distribution.

Neither the name of the copyright holder nor the names of its contributors may be used to endorse or 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 HOLDER 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.

You are under no obligation whatsoever to provide any bug fixes, patches, or upgrades to the features, functionality or performance of the source code ("Enhancements") to anyone; however, if you choose to make your Enhancements available either publicly, or directly to the authors of this software, without imposing a separate written license agreement for such Enhancements, then you hereby grant the following license: a non-exclusive, royalty-free perpetual license to install, use, modify, prepare derivative works, incorporate into other computer software, distribute, and sublicense such enhancements or derivative works thereof, in binary and source code form.

Component Name: v-hacd MIT Licensed

License Type: BSD 3-Clause License

https://github.com/kmammou/v-hacd

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.

Neither the name of the copyright holder nor the names of its contributors may be used to endorse or promote products derived from this software without specific prior written permission.

Component Name: libTIFF

License Type: libtiff License

http://www.libtiff.org/

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.

Component Name: HighwayHash

License Type: Apache License 2.0

https://github.com/google/highwayhash

TERMS AND CONDITIONS FOR USE, REPRODUCTION, AND DISTRIBUTION

Definitions.

END OF TERMS AND CONDITIONS

Component Name: curl

License Type: curl License

http://tracker.debian.org/pkg/curl

Permission to use, copy, modify, and distribute this software for any purpose with or without fee is hereby granted, provided that the above copyright notice and this permission notice appear in all copies.

THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF THIRD PARTY RIGHTS. IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.

Except as contained in this notice, the name of a copyright holder shall not be used in advertising or otherwise to promote the sale, use or other dealings in this Software without prior written authorization of the copyright holder.

Component Name: CLAPACK - Lapack for C

License Type: BSD 3-clause "New" or "Revised" License

http://www.netlib.org/clapack/

Component Name: zlib

License Type: zlib License

http://tracker.debian.org/pkg/zlib

This software is provided 'as-is', without any express or implied warranty. In no event will the authors be held liable for any damages arising from the use of this software.

Permission is granted to anyone to use this software for any purpose, including commercial applications, and to alter it and redistribute it freely, subject to the following restrictions:

The origin of this software must not be misrepresented; you must not claim that you wrote the original software. If you use this software in a product, an acknowledgment in the product documentation would be appreciated but is not required.

Altered source versions must be plainly marked as such, and must not be misrepresented as being the original software.

This notice may not be removed or altered from any source distribution.

Component Name: vcache_optimizer

License Type: Boost Software License 1.0

http://github.com/dv1/vcache_optimizer/

Boost Software License - Version 1.0 - August 17th, 2003

Permission is hereby granted, free of charge, to any person or organization obtaining a copy of the software and accompanying documentation covered by this license (the "Software") to use, reproduce, display, distribute, execute, and transmit the Software, and to prepare derivative works of the Software, and to permit third-parties to whom the Software is furnished to do so, all subject to the following:

The copyright notices in the Software and this entire statement, including the above license grant, this restriction and the following disclaimer, must be included in all copies of the Software, in whole or in part, and all derivative works of the Software, unless such copies or derivative works are solely in the form of machine-executable object code generated by a source language processor.

THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. IN NO EVENT SHALL THE COPYRIGHT HOLDERS OR ANYONE DISTRIBUTING THE SOFTWARE BE LIABLE FOR ANY DAMAGES OR OTHER LIABILITY, WHETHER IN CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.

Component Name: Intel Open Image Denoise

License Type: Apache License 2.0

https://www.openimagedenoise.org/

Licensed under the Apache License, Version 2.0 (the "License"); you may not use this file except in compliance with the License. You may obtain a copy of the License at

http://www.apache.org/licenses/LICENSE-2.0

Unless required by applicable law or agreed to in writing, software distributed under the License is distributed on an "AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied. See the License for the specific language governing permissions and limitations under the License.

Component Name: libpng

License Type: libpng License

http://tracker.debian.org/pkg/libpng1.6

The software is supplied "as is", without warranty of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose, title, and non-infringement. In no event shall the Copyright owners, or anyone distributing the software, be liable for any damages or other liability, whether in contract, tort or otherwise, arising from, out of, or in connection with the software, or the use or other dealings in the software, even if advised of the possibility of such damage.

Permission is hereby granted to use, copy, modify, and distribute this software, or portions hereof, for any purpose, without fee, subject to the following restrictions:

Altered source versions must be plainly marked as such, and must not be misrepresented as being the original software.

This Copyright notice may not be removed or altered from any source or altered source distribution.

Component Name: The FreeType Project

License Type: Freetype Project License

http://sourceforge.net/projects/freetype/

Legal Terms

Definitions Throughout this license, the terms package', FreeType Project', and FreeType archive' refer to the set of files originally distributed by the authors (David Turner, Robert Wilhelm, and Werner Lemberg) as the FreeType Project', be they named as alpha, beta or final release.

You' refers to the licensee, or person using the project, where using' is a generic term including compiling the project's source code as well as linking it to form a program' or executable'. This program is referred to as `a program using the FreeType engine'.

This license applies to all files distributed in the original FreeType Project, including all source code, binaries and documentation, unless otherwise stated in the file in its original, unmodified form as distributed in the original archive. If you are unsure whether or not a particular file is covered by this license, you must contact us to verify this.

No Warranty THE FREETYPE PROJECT IS PROVIDED `AS IS' WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL ANY OF THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY DAMAGES CAUSED BY THE USE OR THE INABILITY TO USE, OF THE FREETYPE PROJECT.

Redistribution This license grants a worldwide, royalty-free, perpetual and irrevocable right and license to use, execute, perform, compile, display, copy, create derivative works of, distribute and sublicense the FreeType Project (in both source and object code forms) and derivative works thereof for any purpose; and to authorize others to exercise some or all of the rights granted herein, subject to the following conditions:

o Redistribution of source code must retain this license file (`FTL.TXT') unaltered; any additions, deletions or changes to the original files must be clearly indicated in accompanying documentation. The copyright notices of the unaltered, original files must be preserved in all copies of source files. o Redistribution in binary form must provide a disclaimer that states that the software is based in part of the work of the FreeType Team, in the distribution documentation. We also encourage you to put an URL to the FreeType web page in your documentation, though this isn't mandatory. These conditions apply to any software derived from or based on the FreeType Project, not just the unmodified files. If you use our work, you must acknowledge us. However, no fee need be paid to us.

Advertising Neither the FreeType authors and contributors nor you shall use the name of the other for commercial, advertising, or promotional purposes without specific prior written permission.

We suggest, but do not require, that you use one or more of the following phrases to refer to this software in your documentation or advertising materials: FreeType Project', FreeType Engine', FreeType library', or FreeType Distribution'.

As you have not signed this license, you are not required to accept it. However, as the FreeType Project is copyrighted material, only this license, or another one contracted with the authors, grants you the right to use, distribute, and modify it. Therefore, by using, distributing, or modifying the FreeType Project, you indicate that you understand and accept all the terms of this license.

Contacts There are two mailing lists related to FreeType:

o freetype@nongnu.org Discusses general use and applications of FreeType, as well as future and wanted additions to the library and distribution. If you are looking for support, start in this list if you haven't found anything to help you in the documentation.

o freetype-devel@nongnu.org Discusses bugs, as well as engine internals, design issues, specific licenses, porting, etc.

Our home page can be found at

http://www.freetype.org

Component Name: LAPACK

License Type: BSD 3-clause "New" or "Revised" License

http://tracker.debian.org/pkg/lapack

Component Name: stb

License Type: MIT License

http://github.com/nothings/stb/

Permission is hereby granted, free of charge, to any person obtaining a copy of this software and associated documentation files (the "Software"), to deal in the Software without restriction, including without limitation the rights to use, copy, modify, merge, publish, distribute, sublicense, and/or sell copies of the Software, and to permit persons to whom the Software is furnished to do so, subject to the following conditions: The above copyright notice and this permission notice shall be included in all copies or substantial portions of the Software. THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.

Component Name: Eigen template library - BSD 3-clause

License Type: BSD 3-clause "New" or "Revised" License

http://eigen.tuxfamily.org/index.php?title=Main_Page

Component Name: Bzip2

License Type: BSD-like license

http://www.bzip.org/

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.

Altered source versions must be plainly marked as such, and must not be misrepresented as being the original software.

The name of the author may not be used to endorse or promote products derived from this software without specific prior written permission.

THIS SOFTWARE IS PROVIDED BY THE AUTHOR ``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 AUTHOR 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.

Julian Seward, jseward@bzip.org bzip2/libbzip2 version 1.0.6 of 6 September 2010

Component Name: OpenSSL

License Type: Apache License 2.0

http://tracker.debian.org/pkg/openssl

TERMS AND CONDITIONS FOR USE, REPRODUCTION, AND DISTRIBUTION

Definitions.

END OF TERMS AND CONDITIONS

Component Name: libxml2

License Type: MIT License

http://xmlsoft.org/

Except where otherwise noted in the source code (e.g. the files hash.c, list.c and the trio files, which are covered by a similar licence but with different Copyright notices) all the files are:

The above copyright notice and this permission notice shall be included in all copies or substantial portions of the Software.

THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FIT- NESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.

Component Name: SuperLU

License Type: BSD 3-clause "New" or "Revised" License

http://crd-legacy.lbl.gov/~xiaoye/SuperLU/#superlu

Redistribution and use in source and binary forms, with or without modification, are permitted provided that the following conditions are met:

(1) Redistributions of source code must retain the above copyright notice, this list of conditions and the following disclaimer. (2) Redistributions in binary form must reproduce the above copyright notice, this list of conditions and the following disclaimer in the documentation and/or other materials provided with the distribution. (3) Neither the name of Lawrence Berkeley National Laboratory, U.S. Dept. of Energy nor the names of its contributors may be used to endorse or 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.

Component Name: SimpleJSON

License Type: MIT License

http://github.com/MJPA/SimpleJSON/

PermaLink: http://mjpa.in/json

The above copyright notice and this permission notice shall be included in all copies or substantial portions of the Software.

Component Name: TinyXML2

License Type: zlib License

http://github.com/leethomason/tinyxml2/

This software is provided 'as-is', without any express or implied warranty. In no event will the authors be held liable for any damages arising from the use of this software.

Permission is granted to anyone to use this software for any purpose, including commercial applications, and to alter it and redistribute it freely, subject to the following restrictions:

Altered source versions must be plainly marked as such, and must not be misrepresented as being the original software.

This notice may not be removed or altered from any source distribution.

Component Name: LZMA Utils

License Type: Public Domain

http://sourceforge.net/projects/lzmautils/

License Not Applicable

Component Name: Intel Threading Building Blocks

License Type: Apache License 2.0

http://threadingbuildingblocks.org/

TERMS AND CONDITIONS FOR USE, REPRODUCTION, AND DISTRIBUTION

Definitions.

END OF TERMS AND CONDITIONS

Component Name: Crypto++

License Type: Crypto++ License

http://github.com/weidai11/cryptopp/

Compilation Copyright (c) 1995-2019 by Wei Dai. All rights reserved. This copyright applies only to this software distribution package as a compilation, and does not imply a copyright on any particular file in the package.

All individual files in this compilation are placed in the public domain by Wei Dai and other contributors.

I would like to thank the following authors for placing their works into the public domain:

Joan Daemen - 3way.cpp Leonard Janke - cast.cpp, seal.cpp Steve Reid - cast.cpp Phil Karn - des.cpp Andrew M. Kuchling - md2.cpp, md4.cpp Colin Plumb - md5.cpp Seal Woods - rc6.cpp Chris Morgan - rijndael.cpp Paulo Baretto - rijndael.cpp, skipjack.cpp, square.cpp Richard De Moliner - safer.cpp Matthew Skala - twofish.cpp Kevin Springle - camellia.cpp, shacal2.cpp, ttmac.cpp, whrlpool.cpp, ripemd.cpp Ronny Van Keer - sha3.cpp Aumasson, Neves, Wilcox-O'Hearn and Winnerlein - blake2.cpp, blake2b_simd.cpp, blake2s_simd.cpp Aaram Yun - aria.cpp, aria_simd.cpp Han Lulu, Markku-Juhani O. Saarinen - sm4.cpp sm4_simd.cpp Daniel J. Bernstein, Jack Lloyd - chacha.cpp, chacha_simd.cpp, chacha_avx.cpp Andrew Moon - ed25519, x25519, donna_32.cpp, donna_64.cpp, donna_sse.cpp

The Crypto++ Library uses portions of Andy Polyakov's CRYPTOGAMS on Linux for 32-bit ARM with files aes_armv4.S, sha1_armv4.S and sha256_armv4.S. CRYPTOGAMS is dual licensed with a permissive BSD-style license. The CRYPTOGAMS license is reproduced below. You can disable Cryptogams code by undefining the relevant macros in config_asm.h.

The Crypto++ Library uses portions of Jack Lloyd's Botan for ChaCha SSE2 and AVX. Botan placed the code in public domain for Crypto++ to use.

The Crypto++ Library (as a compilation) is currently licensed under the Boost Software License 1.0 (http://www.boost.org/users/license.html).

Component Name: OpenNURBS

License Type: License for OpenNURBS

http://opennurbs.org

THIS SOFTWARE IS PROVIDED "AS IS" WITHOUT EXPRESS OR IMPLIED WARRANTY. ALL IMPLIED WARRANTIES OF FITNESS FOR ANY PARTICULAR PURPOSE AND OF MERCHANTABILITY ARE HEREBY DISCLAIMED.

The openNURBS toolkit uses zlib for mesh and bitmap compression. The zlib source code distributed with openNURBS is a subset of what is available from zlib. The zlib code itself has not been modified. See ftp://ftp.freesoftware.com/pub/infozip/zlib/zlib.html for more details.

Zlib has a generous license that is similar to the one for openNURBS. The zlib license shown below was copied from the zlib web page ftp://ftp.freesoftware.com/pub/infozip/zlib/zlib_license.html on 20 March 2000.

Component Name: Sketchup SDK

License Type: Basic Proprietary Commercial License

https://extensions.sketchup.com/sketchup-sdk

Trimble SketchUp APIs Terms of Service Last modified: June 20, 2012 Thank you for using Trimble's SketchUp APIs. These APIs are provided by Trimble Navigation Limited (referred to as Trimble, we, our, or us in these terms), located at 935 Stewart Drive, Sunnyvale, California 94085, United States.These terms outline your rights and responsibilities when using our APIs, so read them carefully. Additional terms may apply to the use of an API, including additional terms of service, terms within the accompanying API documentation, and any applicable policies or guidelines. If there is a conflict between these terms and the additional terms, the additional terms apply for that conflict. If you use the APIs as an interface to, or in conjunction with other Trimble products and services, then the terms for such products and services also apply. Section 1: Account and Registration Accepting the Terms. You may not use the APIs and may not accept the Terms if (a) you are not of legal age to form a binding contract with Trimble, or (b) you are a person barred from using or receiving the APIs under the applicable laws of the United States or other countries including the country in which you are resident or from which you use the APIs. Google Account. You may need to create a Google account in order to use an API or a Google account may be assigned to you by an administrator, such as your employer or educational institution. If you are using a Google account assigned to you by an administrator, your legal relationship with your administrator may affect that account. It's your responsibility to keep your password, account credentials, and accounts secure. If you learn of any unauthorized use of your account, follow the instructions at http://www.google.com/support/accounts/bin/answer.py?answer=58585. Registration. In order to access certain APIs you may be required to provide certain information (such as identification or contact details) as part of the registration process for the APIs, or as part of your continued use of the APIs. You agree that any registration information you give to Trimble will always be accurate and up to date. Subsidiaries and Affiliates. Trimble has subsidiaries and affiliated legal entities around the world. You agree that these companies may provide the APIs to you on behalf of Trimble and these terms will also govern your relationship with these companies.

Section 2: Using Our APIs Your End Users. You will require your end users to comply with any applicable law and these terms. You will not knowingly enable your end users to violate applicable law or these terms. Compliance with Law. You will use our APIs only as permitted by law (including without limitation laws regarding the import or export of data or software, privacy, or local laws). You will not use the APIs to encourage or promote illegal activity. Permitted Access. You will only access (or attempt to access) an API by the means described in the documentation of that API. If Trimble assigns you developer credentials or Client IDs, you must use them with the applicable APIs. You will not misrepresent or mask either your identity or your API Client's identity when using the APIs or developer accounts. API Limitations. Trimble may set limits on the number of API requests that you can make, at its sole discretion. You agree to such limitations and will not attempt to circumvent such limitations. Open Source Software. Some of the software required by or included in our APIs may be offered under an open source license. There may be provisions in the open source license that expressly override some of these terms, and in those cases, the overriding provisions apply. Monitoring. Trimble may monitor the use of the APIs to ensure quality, improve Trimble products and services, and verify your compliance with these terms. You will not interfere with such monitoring. Trimble may use any technical means to overcome such interference. Communication with Trimble. You agree that we may send you certain communications in connection with your use of the APIs. Please review the applicable API documentation for information about opting out of certain types of communication. Feedback. If you provide feedback or suggestions about our APIs, then we may use such information without obligation to you. Section 3: Your API Clients API Clients. The APIs are designed to help you enhance your websites and applications (API Client(s)). Trimble reserves the right to investigate any API Client for compliance with these terms. Such investigations may include Trimble accessing and using your API Client, for example to identify security issues that could affect Trimble or its users. You consent to any such investigation. Trimble may suspend access to our APIs by you or your API Client without notice if we reasonably believe that you are in violation of these terms. Security. You will use commercially reasonable efforts to protect user

information collected by your API Client, including personally identifiable information (PII), from unauthorized access or use and will promptly report to your users any unauthorized access or use of such information. Ownership. Trimble does not acquire ownership in your API Clients, and by using our APIs, you do not acquire ownership of any rights in our APIs or the content that is accessed through our APIs. User Privacy and API Clients. You will comply with all privacy laws and regulations including those applying to PII. You will provide and adhere to a privacy policy for your API Client that clearly and accurately describes to users of your API Client what user information you collect (such as PII, login information and, if applicable, Trimble or Google account data) and how you use and share such information (including for advertising) with Trimble and third parties. If your privacy policy is used to comply with the EU Data Protection Directive, then it must adhere to the US Safe Harbor principles of Notice, Choice, Onward Transfer, Security, Data Integrity, and Access at http://www.export.gov/safeharbor/eu/eg_main_018475.asp. Section 4: Prohibitions API Prohibitions. When using the APIs, the following prohibitions apply:1. You will not sublicense an API for use by a third party. Consequently, you will not create an API Client that functions substantially the same as the APIs and offer it for use by third parties.2. You will not perform an action with the intent of introducing to Trimble products and services any viruses, worms, defects, Trojan horses, malware or any items of a destructive nature.3. You will not defame, abuse, harass, stalk or threaten others.4. You will not interfere with or disrupt the APIs or the servers or networks providing the APIs.5. You will not promote or facilitate unlawful online gambling or disruptive commercial messages or advertisements.6. You will not reverse engineer or attempt to extract the source code from any API or any related software, except to the extent that this restriction is expressly prohibited by applicable law.7. Certain developer credentials are, by their nature, considered confidential. You will not disclose such confidential credentials to any third party except your agent(s) using such information solely on your behalf in accordance with these terms and under a written duty of confidentiality.8. Our communications to you may contain Trimble confidential information. If you receive any materials or communications that are clearly confidential or marked confidential, then you will not disclose the Trimble confidential information to any third party without Trimble's prior written consent.

Section 5: Content Content Accessible Through our APIs. Our APIs contain some third party content (such as text, images, videos, audio, or software). This content is the sole responsibility of the person that makes it available. We may sometimes review content to determine whether it is illegal or violates our policies, and we may remove or refuse to display content. Finally, content accessible through our APIs may be subject to intellectual property rights, and, if so, you may not use it unless you are licensed to do so by the owner of that content or are otherwise permitted by law. Your access to the content provided by the API may be restricted, limited, or filtered in accordance with local laws, regulations, and policies. Submission of Content. Some of our APIs allow the submission of content, and except as expressly provided in these terms, Trimble does not acquire any ownership of any intellectual property rights that you or your end users hold in the content that you submit to our APIs through your API Client. By submitting, posting or displaying content to or from the APIs through your API Client, you give Trimble a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute such content. However, Trimble will only use such content for the purpose of enabling Trimble to provide the APIs and only in accordance with the applicable Trimble privacy policies. You agree that this license includes a right for Trimble to make such content available to other companies, organizations or individuals with whom Trimble has relationships for the provision of services, and to use such content in connection with the provision of those services. Before you submit content to our APIs through your API Client, ensure that you have the necessary rights (including the necessary rights from your end users) to grant us the license. Retrieval of content. When a user's non-public content is obtained through the APIs, you may not expose that content to other users or to third parties without explicit opt-in consent from that user. Data Portability. Trimble supports data portability. By accessing users' data through the APIs for use in any of your services or applications, you agree to enable your users of any such service or application to export their equivalent data to other services or applications of their choice in a way that's substantially as fast and easy as exporting such data from Trimble products and services, subject to applicable laws. Prohibitions on Content. Unless expressly permitted by the content owner or by applicable law, you agree that you will not, and will not permit your end users to, do the following with content returned from the APIs:1. Scrape, build databases or otherwise create permanent copies of such content, or keep cached copies longer than permitted by the cache header;

Copy, translate, modify, create a derivative work of, sell, lease, lend, convey, distribute, publicly display or sublicense to any third party;3. Misrepresent the source or ownership; or4. Remove, obscure, or alter any copyright, trademark or other proprietary rights notices, falsify or delete any author attributions, legal notices or other labels of the origin or source of material. Section 6: Brand Features; Attribution Brand Features. "Brand Features" is defined as the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of each party. Except where expressly stated, these terms do not grant either party any right, title, or interest in or to the other party's Brand Features. All use by you of Trimble's Brand Features (including any goodwill associated therewith) will inure to the benefit of Trimble. Attribution. You agree to display any attribution(s) required by Trimble as described in the documentation for the API. Trimble hereby grants to you a nontransferable, nonsublicenseable, nonexclusive license during the term to display Trimble's Brand Features for the purpose of promoting or advertising that you use the APIs. You must only use the Trimble Brand Features in accordance with these terms and for the purpose of fulfilling your obligations under this Section. In using Trimble's Brand Features, you must follow the Trimble Brand Features Use Guidelines (http://www.trimble.com/copyrights.aspx). You understand and agree that Trimble has the sole discretion to determine whether your attribution(s) and use of Trimble 's Brand Features are in accordance with the above requirements and guidelines. Publicity. You will not make any statement regarding your use of an API which suggests partnership with, sponsorship by or endorsement by Trimble without Trimble's prior written approval. Promotional and Marketing Use. In the course of promoting, marketing, or demonstrating the APIs you are using and the associated Trimble products, Trimble may produce and distribute incidental depictions, including screenshots, video, or other content from your API Client, and may use your company or product name. You grant us all necessary rights for the above purposes. Section 7: Privacy and Copyright Protection Trimble Privacy Policies. By using our APIs, you agree that Trimble can use submitted information in accordance with our privacy policies, such as http://www.trimble.com/privacy.aspxTrimble DMCA Policy. We provide information to help copyright holders manage their intellectual property online, but we can't determine whether something is being used legally or not without their input. We respond to notices of alleged copyright infringement and terminate accounts of repeat infringers

according to the process set out in the U.S. Digital Millennium Copyright Act. Section 8: Termination Termination. You may stop using our APIs at any time. If you want to terminate these terms, you must provide Trimble with 7 days prior written notice and upon termination, cease your use of the applicable APIs. Trimble reserves the right to terminate these terms or discontinue the APIs or any portion or feature for any reason and at any time without liability or other obligation to you. Your Obligations Post-Termination. Upon any termination of these terms or discontinuation of your access to an API, you will immediately stop using the API, cease all use of the Trimble Brand Features, and delete any cached or stored content that was permitted by the cache header under Section 5. Trimble may independently communicate with any account owner whose account(s) are associated with your API Client and developer credentials to provide notice of the termination of your right to use an API. Surviving Provisions. When these terms come to an end, those terms that by their nature are intended to continue indefinitely will continue to apply, including but not limited to: Sections 8, 9, and 10. Section 9: Liability for our APIs WARRANTIES. NEITHER TRIMBLE NOR ITS SUPPLIERS OR DISTRIBUTORS MAKE ANY SPECIFIC PROMISES ABOUT THE APIS. FOR EXAMPLE, WE DON'T MAKE ANY COMMITMENTS ABOUT THE QUALITY OF THE APIS OR THE CONTENT ACCESSED THROUGH THE APIS, THEIR RELIABILITY, AVAILABILITY OR ABILITY TO MEET YOUR NEEDS. THE APIS AND CONTENT ACCESSED THROUGH THE APIS ARE PROVIDED "AS IS". SOME JURISDICTIONS PROVIDE FOR CERTAIN WARRANTIES, LIKE THE IMPLIED WARRANTY OF THE MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. TO THE EXTENT PERMITTED BY LAW, WE EXCLUDE ALL IMPLIED WARRANTIES. LIMITATION OF LIABILITY. WHEN PERMITTED BY LAW, TRIMBLE, AND TRIMBLE'S SUPPLIERS AND DISTRIBUTORS, WILL NOT BE RESPONSIBLE FOR LOST PROFITS, REVENUES, OR DATA, FINANCIAL LOSSES OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES. TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF TRIMBLE, AND ITS SUPPLIERS AND DISTRIBUTORS, FOR ANY CLAIM UNDER THESE TERMS, INCLUDING FOR ANY WARRANTIES THAT MAY NOT LEGALLY BE EXCLUDED, IS LIMITED TO THE AMOUNT YOU PAID US TO USE THE APIS (OR, IF WE CHOOSE, TO SUPPLYING YOU THE APIS AGAIN) DURING THE SIX MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY. NOTHING IN THESE TERMS LIMITS YOUR RESPONSIBILITY FOR INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. IN ALL

CASES, TRIMBLE, AND ITS SUPPLIERS AND DISTRIBUTORS, WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE. Indemnification. You agree to hold harmless and indemnify Trimble, and its subsidiaries, affiliates, officers, agents, and employees, or partners, from and against any third party claim arising from or in any way related to:1. your misuse or your end user's misuse of the APIs; or2. your violation or your end user's violation of these terms,including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys' fees, of every kind and nature. In such a case, Trimble will provide you with written notice of such claim, suit or action. Section 10: General Provisions Modification. We may modify these terms or any additional terms that apply to an API occasionally, for example, to reflect changes to the law or changes to our APIs. We'll post notice of modifications to these terms or the additional terms within the documentation of each applicable API. Changes are effective seven (7) days after they are posted. However, changes specific to new functionality for an API or changes made for legal reasons will be effective immediately. You agree that your continued use of the API constitutes an acceptance of the modified terms. General Legal Terms. These terms control the relationship between Trimble and you. They do not create any third party beneficiary rights. If you do not comply with these terms, and Trimble does not take action right away, this does not mean that Trimble is giving up any rights that it may have (such as taking action in the future). If it turns out that a particular term is not enforceable, this will not affect any other terms. The laws of California, U.S.A., excluding California's choice of law rules, will apply to any disputes arising out of or related to these terms or the services. ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF SANTA CLARA COUNTY, CALIFORNIA, USA, AND YOU AND TRIMBLE CONSENT TO PERSONAL JURISDICTION IN THOSE COURTS.

Component Name: Hoops Exchange SDK

License Type: Basic Proprietary Commercial License

https://www.techsoft3d.com/products/

These Terms and Conditions are hereby incorporated by this reference into the attached Technology Partnership Agreement entered into by and between Tech Soft 3D (“TS3D”) and the Integrator listed in the Technology Partnership Agreement (“Integrator”). Terms used in initial caps but not defined below have the meanings given in the Technology Partnership Agreement. The Parties agree as follows: Section 1. DEFINITIONS “Distributors” means third parties to whom Integrator grants the right to demonstrate, market, distribute, sublicense and support the Integrated Products. “Integrated Products” means all Integrator products with which the TS3D Software is embedded or combined. “Integrator Products” means the software programs developed or licensed by Integrator that are set forth and described on the Technology Partnership Agreement, including any related user documentation, and any release, version or enhancement thereto, which will be combined with the TS3D Software as permitted under this Agreement. “Intellectual Property Rights” means any patent, copyright, rights in Trademarks, trade secret rights, moral rights and other intellectual property rights or other proprietary rights arising under the laws of anyjurisdiction. “Integrator Trademarks” means the Trademarks of Integrator and its applicable licensors as set forth on the Technology Partnership Agreement. “License Fee” means the license fees to be paid by Integrator to TS3D as set forth on the Technology Partnership Agreement. “Licensees” means third parties to whom the Integrated Products are sublicensed in accordance with the terms of this Agreement. “Quarterly Partnership Fee” means the quarterly partnership fee to be paid by Integrator to TS3D as set forth on the Technology Partnership Agreement. “Revenue Sharing” means the distribution, subscription and any other license fee to be paid by Integrator to TS3D as set forth on the Technology Partnership Agreement. “Royalty” means the distribution fee to be paid by Integrator to TS3D as set forth on the Technology Partnership Agreement. “Seat” means (i) one computer for non-networked single user environments, or (ii) one permitted or possible concurrent user for networked or multi-user terminal based environments. “Standard Releases” means releases of the TS3D Products which may contain updates, enhancement and/or improvements, along with the applicable documentation, via access to a dedicated update service FTP site and/or CD media, as made available from time to time by TS3D. “Subdistributors” means third parties to whom Distributors grant the right to demonstrate, market, distribute, sublicense and support the Integrated Products. “Trademarks” shall mean any trademarks, service marks, trade dress, trade names, corporate names, proprietary logos or indicia and other source or businessidentifiers. “TS3D Documentation” means the user documentation provided with any TS3D Software release. “TS3D Product” means both the TS3D Software and the TS3DDocumentation.

“TS3D Software” means the software owned by or licensed to TS3D as identified and described on the Technology Partnership Agreement, including Standard Releases, that is provided to Integrator by TS3D in object code form pursuant to this Agreement, and any copies thereof. “TS3D Trademarks” means the Trademarks of TS3D, including but not limited to HOOPS, the Tech Soft 3D logo, the Built with HOOPS Technology logo, and the OpenHSF logo, and the Trademarks of TS3D’s licensors as set forth on the Technology Partnership Agreement. Section 2. TERRITORY AND APPOINTMENT 2.1 Territory. “Territory” means all countries of the world, excluding those countries where the TS3D Software is prohibited from being accessed, sent and/or used by applicable laws, regulations, orders or other restrictions, including, without limitation, those regarding import and export of computer software, technical data or derivative of such software or technical data, subject to following. TS3D reserves the right to exclude any country from the Territory if at any time the laws of such country in TS3D’s reasonable judgment render TS3D unable to protect TS3D’s Intellectual Property Rightsin the TS3D Product or cause uncertainty in TS3D’s ability to license and protect itsrights in the TS3D Software. The rights of Integrator, Distributors and Subdistributors to distribute and sublicense the TS3D Software in any such country shall terminate upon receipt of written notice from TS3D and/or Integrator. 2.2 Appointment of Distributors. TS3D consents to the sublicense by Integrator to Distributors, and to their sublicense to Subdistributors, of the right to market, distribute, sublicense and provide support for the TS3D Software to Licensees within the Territory only when embedded within the Integrated Products, for installation and use exclusively within the Territory, in accordance with the terms of this Agreement. Section 3. LICENSE

3.1 License Grant (Integrator). TS3D hereby grants to Integrator during the term of this Agreement a non- exclusive, non-transferable (except as provided in Section 12.1) license to use and combine the TS3D Product with

Integrator Products (using an on premises and/or cloud hosted Software as a Service (“SaaS”) based product offering, as set forth in Exhibit A and/or B of the Agreement) to develop Integrated Products, and market and distribute (or, in the case of a SaaS offering, host and provide customers access to) such Integrated Products within the Territory. The following restrictions and any additional terms set forth on the Technology Partnership Agreement apply: (a) Integrator may not distribute or otherwise offer the TS3D Product on a stand-alone basis; (b) Integrator may duplicate and use a reasonable number of copies of the TS3D Product for Integrator’s development and maintenance of the Integrated Products; (c) Integrator may duplicate and use a reasonable number of copies of the TS3D Software in the Integrated Products for general marketing activities including testing, demonstrating, maintaining and providing training in the use of the Integrated Products; (d) Integrator may sublicense and provide maintenance for an unlimited number of licensed copies of the TS3D Software in the Integrated Products, to Licensees, Distributors and Subdistributors in accordance with the terms of this Agreement; (e) Integrator may contract with third parties to provide duplication services and/or minor alterations of the embedded TS3D Product to facilitate its use in foreign countries for the sole purpose of providing

such copies to Integrator, Distributors, Subdistributors or Licensees, subject to execution of a non- disclosure agreement with such parties with terms no less stringent than those under this Agreement;

(f) Integrator may distribute (and/or host and make available on a SaaS basis) and sublicense a reasonable number of copies of the TS3D Software in the Integrated Products to potential Licensees for the purpose of evaluation, subject to the terms of Section 3.5; and

(g) Integrator may copy, sublicense, and distribute (and/or host and make available on a SaaS basis if authorized in Exhibit A and/or B of the Agreement) TS3D Software pursuant to the terms hereof as a static, non-linkable version embedded in the Integrated Products only in a binary non-linkable form that is not directly accessible and provided that (i) the resulting Integrated Product cannot be used as a programming tool to develop new graphics applications and (ii) the Integrated Product must enhance the TS3D Software’s basic capabilities, and otherwise provide “higher” level functions; such that a typical end-user would not purchase the Integrated Product primarily to acquire the TS3D Software. Notwithstanding the foregoing, a bundled offering that applies an alternative interface technology (e.g., OLE) shall not be considered to provide sufficient value - added functionality if such interface is not combined with other significant application-level functionality, and the Integrated Product does not duplicate the functional or programming interface of the TS3D Software.

Except as set forth above, Integrator shall not itself or through a third party use, disclose, copy, modify, amend or alter the TS3D Product or any part thereof. 3.2 License Grant (Distributors/Subdistributors). The rights granted by TS3D to Integrator in Section 3.1(b), (c) and (e) above may be sublicensed by Integrator to Integrator’s Distributors, subject to each such Distributor executing a license agreement with Integrator that is substantially equivalent to, and no less protective of TS3D’s (and its licensors’) interests, than this Agreement, and such rights may be sublicensed by the Distributors to the Subdistributors, subject to the execution by Subdistributors of a license agreement with Distributors that issubstantially equivalent to, and no less protective of TS3D’s (and its licensors’) interests, than thisAgreement. 3.3 License Agreement Requirement. Integrator, its Distributors and their Subdistributors shall establish with each Licensee when the Integrator Products are distributed on an on premises basis, a legally binding license agreement (“License Agreement”) which shall include terms substantially equivalent to the following: (a) Licensee is granted a nonexclusive license for a period set forth in the License Agreement with a prohibition against transferring or further sublicensing of the Integrated Products to any third party; (b) Licensee acknowledges that TS3D’s (and its licensors’) Intellectual Property Rights are contained in portions of the Integrated Products and an obligation to use reasonable care in maintaining their confidentiality; (c) Licensee is obligated to retain all proprietary notices and legends contained on the Integrated Products and on all copies thereof; (d) Licensee is prohibited from de-compiling or reverse engineering the Integrated Products and/or creating any derivative works thereof. (e) Licensee is permitted to make a reasonable number of copies of the Integrated Products solely for normal installation and backup purposes; and (f) Licensee is obligated to comply with the export restrictions and restricted rights regulations set forth in Section 11.

Integrator further agrees that when the Integrator Products are offered as a hosted service and/or SaaS basis, Integrator shall: (a) establish with each end user an End User License Agreement and/or Terms of Service, and (b) ensure that the End User License Agreement and/or Terms of Service contain terms and condition that are at least as restrictive and protective of Licensor’s intellectual property rights in the TS3D Software as those agreed to by Integrator in this Agreement. Integrator represents and warrants during the term of the Agreement that in no event shall end users licensed the Integrated Products on a hosted and/or SaaS basis ever receive electronically, physically or otherwise, distributable copies of the Integrated Products.

In addition, all License Agreements, and End User License Agreements and/or Terms of Service shall include all provisions required by the laws of the jurisdictions in which the Licensee is located to the extent not in conflict with the terms of this Agreement. It is Integrator’s responsibility to ensure that any distribution of the Integrated Product to a Licensee is subject to a legally binding License Agreement for the Integrated Product. Integrator shall be financially responsible for all claims and damages to TS3D caused by its failure to include the required contractual terms in each License Agreement, and End User License Agreement and/or Terms of Service. 3.4 Enforcement. Integrator agrees to diligently enforce the terms of each License Agreement with a Licensee and the terms of the agreements of Integrator, Distributors and Subdistributors related to this Agreement. If TS3D receives information which reasonably supports the conclusion that a Licensee, Distributor or Subdistributor is in breach of any provision of their respective agreements related to Integrated Products, Integrator agrees to work diligently and in good faith with TS3D and issue written notices of breach, as appropriate, to enforce and cause Licensees, Distributors or Subdistributors to adhere to their respective agreements. Upon TS3D’s request, Integrator will provide TS3D with a copy of all documents related to the Integrated Products licenses. 3.5 Evaluation Licenses. Integrated Products provided to potential Licensees solely for trial use under an evaluation agreement (“Evaluation License”) are subject to the terms and conditions of this Section 3. Integrator will require that Integrated Products provided under an Evaluation License are either destroyed, disabled or returned to Integrator, its Distributor or its Subdistributor, as applicable, upon expiration of the evaluation period. The term of such Evaluation Licenses shall not exceed ninety (90) days. In the Evaluation Agreement, Integrator will advise each such potential Licensee of any disabling devices included within the Integrated Product. Section 4. RECORDS, AUDIT AND SUPPORT 4.1 Records and Audit. Integrator shall keep, maintain and preserve for at least five (5) years after the applicable transactions, full and accurate accounts and records of all use and licenses of the Integrated Products. Upon reasonable request and during business hours, TS3D, or its representative, may perform an audit of such records not more than once each year. The cost of the audits shall be paid by TS3D unless the audits findings indicate errors in Integrator’s records which have resulted in underpayment of fees due to TS3D of five percent (5%) or more for the period being audited, in which case Integrator shall pay all third party fees and costs associated with the audit and the amount underpaid. 4.2 Support. TS3D Product support will be provided as specified on Exhibit B of the Technology Partnership Agreement. Section 5. PROPRIETARY RIGHTS 5.1 Ownership. TS3D and its licensors, as applicable, shall retain all right, title and interest in and to the TS3D Product, and any other TS3D proprietary materials in Integrator’s possession as a result of this Agreement and any derivatives thereof (collectively the “Materials”). Integrator acknowledges and agrees that TS3D, or its licensors, holds the Intellectual Property Rights to the Materials and, except as expressly provided herein, Integrator is not granted any other license to the Intellectual Property Rights in the Materials. Integrator agrees to notify TS3D promptly in writing upon its discovery of any unauthorized use or infringement of the Materials. Integrator shall retain all right, title and interest in and to the Integrator Products, excluding the Materials. 5.2 Markings. Integrator and its Distributors and Subdistributors may state in their advertising, marketing materials, and packaging related to the Integrated Products, that the Integrated Products contain, or are provided with, the TS3D Product. When TS3D Product is referenced, Integrator agrees to use the appropriate trademark, product descriptor and trademark symbol (either “” or “

” in a superscript), and clearly indicate TS3D’s and applicable licensor’s ownership of the TS3D Trademarks whenever the TS3D Product name is first mentioned in any advertisement, brochure or in any other manner in connection with TS3D Product and any Integrated Products. Integrator shall, upon request, provide TS3D with samples of all of such promotional, packaging and other written materials which use the TS3D Product name. 5.3 Proprietary Notices. In duplicating any portion of the TS3D Product, Integrator shall reproduce all proprietary rights notices contained on or in the TS3D Product. Integrator shall not add to, remove, obstruct, conceal,

change or deface any Trademark, logo or other commercial designation of TS3D and of its applicable licensors on or in the TS3D Product. 5.4 Sales Notices. Integrator shall notify TS3D (email is acceptable) before, or promptly after, the first commercial sale of each type of Integrated Product. After such first sale, and if requested by TS3D, Integrator agrees to discuss in good faith TS3D’s use of certain mutually agreed upon data sets and images in connection with the parties’ respective marketing activities. 5.5 Trademark Licenses. TS3D hereby grants to Integrator a nonexclusive, non-transferable (except as provided in Section 12.1), royalty-free license, for the term of this Agreement, to use the TS3D Trademarks, and also the right to grant to Distributors and Subdistributors a nonexclusive, royalty-free license to use the TS3D Trademarks in connection with the licensing, marketing and distribution of the Integrated Products, including use in marketing collateral and website marketing, subject to the restrictions on use contained herein and TS3D’s trademark usage guidelines to the extent provided to Integrator from time to time. Integrator will provide samples of each such use to TS3D upon request, and promptly cease any use that TS3D identifies as not conforming to its trademark usage policies. Integrator hereby grants to TS3D a nonexclusive, non-transferable (except as provided in Section 12.1), royalty-free license, for the term of this Agreement, to use the Integrator Trademarks in connection with TS3D’s marketing collateral and website marketing, subject to Integrator’s trademark usage guidelines to the extent provided to TS3D from time to time. TS3D will provide samples of each such use to Integrator upon request, and promptly cease any use that Integrator identifies as not conforming to its trademark usage policies. Section 6. CONFIDENTIALITY “Confidential Information” means the TS3D Product, the Integrator Products and any other information, software or technical data provided by TS3D or Integrator which is identified as Confidential Information or should reasonably be known to be confidential given the nature of the information and circumstances of disclosure. Each party hereby agrees (i) to hold Confidential Information in strict confidence and not to make it available or disclose it to any third party except as is necessary to perform obligations or exercise rights under this Agreement; (ii) to impose confidentiality restrictions upon the partiesto whom any Confidential Information is disclosed; (iii) to take at least the same precautions to protect the Confidential Information as it takes for its own confidential and proprietary information of like importance, but in no event less than reasonable precautions; and (iv) to refrain from using the Confidential Information for any purpose other than the purposes for which that Confidential Information was disclosed. Additionally, the terms and conditions, but not the existence, of this Agreement shall be treated as Confidential Information of the other party. Notwithstanding the foregoing, nothing in this Agreement will prevent the party receiving Confidential Information (the “Receiving Party”) from using or disclosing information which is (i) already known by it (other than from the party disclosing Confidential Information (the “Disclosing Party”)) without an obligation of confidentiality; (ii) publicly known or becomes publicly known through no unauthorized act of the Receiving Party; (iii) rightfully received from a third party; (iv) independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information; or (v) approved in writing by the Disclosing Party for disclosure. Confidential Information may be disclosed pursuant to a requirement of a governmental agency or law (including public company reporting requirements) so long as the Receiving Party provides the Disclosing Party with written notice of such requirement before any such disclosure (to the extent permitted by law), so as to afford the Disclosing Party an opportunity to intervene and prevent or limit such disclosure. Section 7. WARRANTIES AND DISCLAIMERS 7.1 Performance Warranty. TS3D warrants that for thirty (30) days after initial delivery of the TS3D Software to Integrator, the TS3D Software will substantially conform to the most recent TS3D Documentation in all material respects. This warranty does not apply to any modifications to the TS3D Software not made by or on behalf of TS3D. In the event of a breach of this warranty, provided Integrator notified TS3D ofsuch breach during the applicable thirty (30) day warranty period, as TS3D’s sole liability and Integrator’s exclusive remedies for any such breach, TS3D shall repair or replace the TS3D Software with conforming TS3D Software, or, if neither of the foregoing alternatives is reasonably available to TS3D, TS3D shall refund to Integrator the applicable Quarterly Partnership Fee or License Fee, provided Integrator has returned, or at TS3D’s election destroyed, the non-conforming TS3DSoftware.

7.2 Open Source Warranty. TS3D warrants that no open source or third party licenses for third party components embedded within theTS3D Software and delivered hereunder will be “viral licenses.” For purposes of this clause, a “viral license” restricts derivative works or linking of other files unlessthe derivative works or additional linked files are also licensed identically as the original (i.e., requiring Integrator to license its Integrated Product, any hosted offering of the Integrated Product, Integrators Product, or any components thereof as open source). For the avoidance of doubt, this warranty is continuing in nature, and TS3D shall promptly notify Integrator in the eventthat TS3D obtains information that any undisclosed open source component may be contained within any TS3D Software. 7.3 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS SECTION 7, TO THE MAXIMUMEXTENT PERMITTED BY APPLICABLE LAW, TS3D, ON BEHALF OF ITSELF AND ITS LICENSORS, DISCLAIMS ANY AND ALL EXPRESS AND IMPLIED WARRANTIES OF ANY KIND WHATSOEVER, INCLUDING THOSE OF MERCHANTABILITY, NONINFRINGEMENT, AND/OR FITNESS FOR A PARTICULAR PURPOSE. TS3D MAKES NO WARRANTY THAT THE TS3D SOFTWARE WILL OPERATE PROPERLY AS EMBEDDED IN THE INTEGRATED PRODUCTS OR ON ANY LICENSEE SYSTEM(S), THAT THE TS3D PRODUCT WILL MEET THE SPECIFIC NEEDS OF INTEGRATOR, ITS DISTRIBUTORS, SUBDISTRIBUTORS, OR LICENSEES, THAT SPECIFIC RESULTS WILL BE ACHIEVED WITH SUCH TS3D PRODUCT,OR THAT THEOPERATIONOF THE TS3DSOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. Section 8. INDEMNITY 8.1 TS3D Indemnity. TS3D shall defend, indemnify and hold Integrator harmless from any actions or claims brought against Integrator to the extent based on any claim by a third party that the TS3D Product itself infringes any Intellectual Property Right of such third party. If the TS3D Product is finally adjudged to so infringe, TS3D shall, at its option: (a) procure for the Integrator the right to continue using the TS3D Product as a component of the Integrated Product; (b) modify or replace the TS3D Product so there is no infringement; or (c) terminate this Agreement, accept return of the TS3D Product and refund a pro rata portion of the pre-paid Quarterly Partnership Fee or License Fee based on the balance of the current quarter remaining at the time of termination. TS3D shall not be liable under this Section if the TS3D Product has been modified by Integrator and the infringement would not have occurred but for such modification or if the infringement would not have occurred but for the use of the TS3D Product with other software or other technology. Notwithstanding the foregoing, TS3D will have no obligation under this Section or otherwise with respect to any infringement claim based upon and to the extent of: (w) any unauthorized use, reproduction, or distribution of the TS3D Product by Integrator, its affiliates or agents, (x) any use of the TS3D Products in combination with other products, equipment, software, or data not supplied by TS3D or contemplated by this Agreement, to the extent such alleged infringement would have been avoided but for the combination with such other products, equipment, software or data and arises out of the functionality of such other products, equipment, software, or data, (y) any use, reproduction, or distribution of any release of the TS3D Product other than the most current release made available to Integrator, or (z) any modification of the TS3D Product by any person other than Integrator or its authorized agents or contractors not authorized by this Agreement or TS3D. 8.2 Integrator Indemnity. Integrator shall defend, indemnify and hold TS3D harmless from any actions or claims brought against TS3D to the extent based on: (i) any claim by a third party that the Integrated Products infringe any Intellectual Property Right of such third party if such claim would have not occurred with the exclusive use of the TS3D Product or use of the TS3D Product with other technology; (ii) any computer software virus introduced by the Integrator; (iii) the results obtained or decisions made by Licensees of the Integrated Products; (iv) any breach of the representations or warranties made by Integrator, its Distributors and Subdistributors to Licensees in regard to the Integrated Products; and (v) Integrator’s, its Distributor’s or Subdistributor’s breach of any ofthe provisions of Section 3 of this Agreement. 8.3 Indemnity Procedure. Each party’s indemnification obligations set forth in this Section 8 are conditional on the indemnified party: (a) notifying the indemnifying party promptly in writing ofsuch action, however, the failure to do so will not relieve the indemnifying party of its indemnification obligations hereunder, except to the extent the indemnifying party has been materially prejudiced thereby, (b) giving the indemnifying party sole control of the defense thereof and any related settlement negotiations, and (c) cooperating and, at the indemnifying party’s request and expense, assisting in such defense and settlement.

Section 9. LIMITATION OF LIABILITY IN NO EVENT WILL TS3D, ITS LICENSORS, OFFICERS, MANAGERS, AGENTS OR EMPLOYEES BE LIABLE TO INTEGRATOR, DISTRIBUTORS, SUBDISTRIBUTORS OR LICENSEES UNDER OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, FOR ANY LOST PROFITS, LOSS OF BUSINESS, INCOME OR SAVINGS OR COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES, OR ANY INDIRECT DAMAGES OR CONSEQUENCES OF SUCH EVENT AND WHETHER OR NOT FORESEEABLE, REGARDLESS OF HOW CHARACTERIZED, OR ADMINISTRATIVE LOSS, LOSS OF DATA, LOSS OF COMMERCIAL REPUTATION OR OTHER CONSEQUENTIAL OR INCIDENTAL DAMAGE OR LOSS, EVEN IF TS3D HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM AGAINST INTEGRATOR, ITS DISTRIBUTORS OR SUBDISTRIBUTORS BY ANY THIRD PARTY. THE AGGREGATE LIABILITY OF TS3D WITH RESPECT TO ALL CLAIMS ARISING UNDER, IN CONNECTION WITH, OR IN ANY WAY RELATING TO THIS AGREEMENT AND UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT OR IN TORT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, SHALL NOT EXCEED THE AMOUNT RECEIVED BY TS3D FROM INTEGRATOR DURING THE PREVIOUS 6 MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE CLAIM. Section 10. TERM AND TERMINATION 10.1 Term. Unless terminated in accordance with the provisions of this Agreement, the term of this Agreement shall commence on the Effective Date and continue for a period of three (3) years Following the initial three (3) year period, this Agreement shall automatically renew in one year increments upon each anniversary of the Effective Date unless either party informs the other, in writing, no fewer than ninety (90) days prior to the end of the then current term. 10.2 Termination. Integrator may terminate this Agreement at any time upon thirty (30) days prior written notice to TS3D. TS3D may terminate this Agreement and/or any of the licenses granted hereunder, upon written notice to Integrator if any of the following events occur: (i) Integrator is in default in the payment of any amounts for a period of thirty (30) days after written notice thereof; (ii) Integrator attempts to assign this Agreement, or any portion thereof, without TS3D’s prior written consent; (iii) Integrator discontinues active marketing and distribution of Integrated Products on a commercial basisfor over a one year period; (iv) Integrator fails to comply with any material provisions of this Agreement and fails to cure such breach within thirty (30) days after written notice thereof, or (v) Integrator becomes insolvent, makes a general assignment for the benefit of creditors, suffers or permits the appointment of a receiver for its business or assets, becomes subject to any proceeding under any bankruptcy or insolvency laws, or has liquidated all or a substantial portion of its assets, voluntarily or otherwise. Termination of this Agreement shall not obligate TS3D to return or refrain from collecting any part of any fees paid or then owed by Integrator. 10.3 Effect of Termination. Upon the expiration or termination of this Agreement for any reason, Integrator shall comply with the following: (a) Integrator, with written notice to TS3D, may elect to continue to exercise the licenses granted herein during the Sunset Period (as defined below) with respect to any Integrated Product with which the TS3D Product is bundled/integrated as of the termination or expiration date of this Agreement, excluding any termination pursuant to Section 8.1 above. The foregoing rights are subject to continued payment of the applicable Quarterly Partnership Fee or License Fee and Revenue Sharing or Royalty payments. For purposes of this Agreement, “Sunset Period” means the period that commences on the date of termination or expiration of this Agreement and continues with respect to each Integrated Product for sixteen (16) months thereafter. In the event of a termination pursuant to Section 8.1, Integrator will use its best efforts to remove the TS3D Software as soon as reasonably practicable but in no event more than six (6) months after the date of termination. (b) Integrator shall take all actions and execute all documents and agreements reasonably requested by TS3D to effect the termination of this Agreement and the termination of the appointments hereunder.

(c) Integrator shall pay all Quarterly Partnership Fee or License Fee and Revenue Sharing or Royalty payments due TS3D up to the effective date of termination or expiration and shall continue to pay all sums which accrue to TS3D after termination or expiration during the Sunset Period (if any). (d) Integrator shall continue to provide Revenue Sharing or Royalty Reports to TS3D, pursuant to the Technology Partnership Agreement, if applicable, until all transactions under this Agreement have been completed. (e) Except as provided in this Section 10.3, Integrator shall immediately cease to use the TS3D Product and any TS3D Trademarks, and shall destroy all copies of the TS3D Product and materials containing or bearing the TS3D Trademarks. (f) Except in the case of termination of this Agreement for breach by Integrator or termination pursuant to Section 8.1, Integrator may continue to provide Integrated Products maintenance service to its Licensees using any TS3D Product for a period equal to the longest remaining term of any support agreement between Integrator and any Licensee in effect on the effective date of such termination subject to the terms of this Agreement, with no renewals or extensions to be allowed, and in no event to exceed three (3) years. (g) After fulfilling its maintenance service obligations, Integrator shall destroy all copies of the TS3D Product, including any portion embedded in the Integrated Products. (h) Immediately after complying with the terms of this Section 10.3, Integrator shall deliver to TS3D written confirmation that Integrator has complied with such requirements. (i) Integrator shall cause its Distributors and Subdistributors to comply with the provisions of this Section. (j) Integrated Products licenses in force with Licensees on the effective date of termination or expiration shall continue in full force and effect. Section 11. COMPLIANCE WITH LAW Integrator shall not directly or indirectly export (or re-export) the Integrated Products or any derivatives thereof or permit transshipment of same, (i) outside the Territory, or (ii) into (or to a national or resident of) Cuba, Iran, Iraq, Libya, North Korea, Sudan, Syria or any other country subject to U.S. economic sanctions or other trade controls; or (iii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals and Blocked Persons, List of Specially Designated Terrorists or List of Specially Designated Narcotics Traffickers or the U.S. Commerce Department’s Table of Deny Orders, Denied Persons List, Unverified Parties List, Entities List, or the U.S. State Department’s list of Debarred Parties, or (iv) to any country or destination for which the US government or a US government agency requires an export license or other approval for export without first having obtained such license or other approval. Integrator, its Distributors and their Subdistributors shall, at their own expense, perform under this Agreement (and any related agreements) in compliance with all applicable laws and obtain and arrange for all governmental approvals, consents, license authorizations, declarations, filings, and registrations as are required by applicable law in connection with their respective activities related to the subject matter of this Agreement. Section 12. GENERAL PROVISIONS 12.1 Assignment. Neither party may assign this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed; provided, however, either party may assign this Agreement to an affiliate, a successor in connection with a merger, acquisition, consolidation, divestiture, spin off, change of control, or similar such transaction, or to the purchaser in connection with the sale of all or substantially all of TS3D’s assets related to this Agreement. This Agreement shall be binding on, and shall inure to the benefit of, the parties to it and their respective successors and permitted assigns. 12.2 Relationship of the Parties. Notwithstanding the title of the Agreement (the “Technology Partnership Agreement”) into which these Terms and Conditions are incorporated, the parties acknowledge and agree that no

relationship of employment or legal partnership is created by this Agreement. Each party is an independent contractor and in no way a legal representative or agent of the other party. Integrator has no authority to assume or create any obligation on TS3D’s behalf, expressed or implied, and TS3D has no authority to assume or create any obligation on Integrator’s behalf, expressed or implied. 12.3 Limitation of Actions. No action, regardless of the form, arising under this Agreement may be brought by Integrator more than two (2) years after either (i) the cause of the action has arisen, or (ii) Integrator becomes aware of the cause of action, whichever is later. 12.4 Severability. If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect. 12.5 Notice. Any notice under this Agreement must be in writing to be valid and will be deemed to have been duly given if delivered personally, delivered by a nationally recognized courier service, or mailed first-class, registered or certified mail, postage prepaid to the address of the party being noticed set forth on the Technology Partnership Agreement or to such address as such party designates hereafter in writing pursuant to this Section, and if to TS3D with copy to Tech Soft 3D at 1567 SW Chandler Ave. Suite 100, Bend, OR 97702, Attention: Finance. All notices will be effective only upon receipt. 12.6 Survival of Obligations. Sections 1, 3.3, 3.4, 3.5, 4, 5.1 through 5.3, 6, 7, 8, 9, 10.3, 11 and 12 will survive any termination or expiration of this Agreement for any reason. 12.7 Governing Law; Venue. This Agreement shall be construed in accordance with and its performance governed by the internal laws of the state of California, excluding its laws of conflict of law. The parties agree that the exclusive jurisdiction of any actions arising out of this Agreement will be in the state or federal courts, as applicable, located in San Francisco County, California. It shall not be governed by statutes on the international sale of goods, including the United Nations Convention on Contracts for the International Sale of Goods. 12.8 Waiver. No consent by either party to, or waiver of, a breach of this Agreement by the other party, whether express or implied, shall constitute a consent to, waiver of, or excuse for any other different or subsequent breach by the other party. 12.9 Injunctive Relief. The parties agree that violation in any respect of Sections 3, 5 and/or 6 would cause the non-breaching party irreparable injury for which it would have no adequate remedy at law and that such party will be entitled to seek injunctive relief, including preliminary and other interim relief, against any such violation, in addition to its other remedies. 12.10 Government Licensing. The TS3D Product is a “commercial item,” as that term is defined at 48 C.F.R. 2.101, and more specifically “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. 12.212. Integrated Products which Integrator, its Distributors or Subdistributors distribute to or on behalf of the Unites States government, its agencies and/or instrumentalities (the “Government”), are, and shall be identified as, each a “commercial item”, and more specifically “commercial computer software” and “commercial computer software documentation,” and any use, duplication, or disclosure of the Integrated Products for, on behalf of or by the Government is subject to restrictions as set forth in this Agreement and as provided in DFARS 227.7202-1(a) and 227.7202-3(a) (1995), DFARS 252.227-7013(c)(1)(ii) (OCT 1988), FAR 12.212(a) (1995), FAR 52.227-19, or FAR 52.227-14

Component Name: FBX SDK

License Type: Basic Proprietary Commercial License

https://www.autodesk.com/

LICENSE AND SERVICES AGREEMENT

READ CAREFULLY: AUTODESK LICENSES THE SOFTWARE AND OTHER LICENSED MATERIALS ONLY ON THE CONDITION THAT LICENSEE ACCEPTS ALL OF THE TERMS CONTAINED OR REFERENCED IN THIS AGREEMENT.

By selecting the “I accept” button or other button or mechanism designed to acknowledge agreement to the terms of an electronic copy of this Agreement, or by installing, downloading, accessing, or otherwise copying or using all or any portion of the Autodesk Materials, (i) you accept this Agreement on behalf of the entity for which you are authorized to act (e.g., an employer) and acknowledge that such entity is legally bound by this Agreement (and you agree to act in a manner consistent with this Agreement) or, if there is no such entity for which you are authorized to act, you accept this Agreement on behalf of yourself as an individual and acknowledge that you are legally bound by this Agreement, and (ii) you represent and warrant that you have the right, power and authority to act on behalf of and bind such entity (if any) or yourself. You may not accept this Agreement on behalf of another entity unless you are an employee or other agent of such other entity with the right, power and authority to act on behalf of such other entity.

If Licensee is unwilling to accept this Agreement, or you do not have the right, power and authority to act on behalf of and bind such entity or yourself as an individual (if there is no such entity), (a) DO NOT SELECT THE “I ACCEPT” BUTTON OR OTHERWISE CLICK ON ANY BUTTON OR OTHER MECHANISM DESIGNED TO ACKNOWLEDGE AGREEMENT, AND DO NOT INSTALL, DOWNLOAD, ACCESS, OR OTHERWISE COPY OR USE ALL OR ANY PORTION OF THE AUTODESK MATERIALS; AND (b) WITHIN THIRTY (30) DAYS FROM THE DATE OF ACQUIRING THE AUTODESK MATERIALS, LICENSEE MAY RETURN THE AUTODESK MATERIALS (INCLUDING ANY COPIES) TO THE ENTITY FROM WHICH THEY WERE ACQUIRED FOR A REFUND OF THE APPLICABLE LICENSE FEES PAID BY THE LICENSEE.

The words “Autodesk", “Agreement” and “Licensee” and other capitalized terms used in this Agreement are defined terms. The definitions can be found in Exhibit A (if the terms are not defined in the main body of the Agreement).

License

1.1 License Grant. Subject to and conditioned on Licensee’s continuous compliance with this Agreement, Autodesk grants Licensee a nonexclusive, nonsublicensable, nontransferable, limited license to Install and Access the Licensed SDK and User Documentation, in each case solely (a) in the Territory, (b) within the scope of the License Type and Permitted Number specified in the applicable License Identification, and (c) in accordance with the other terms of this Agreement, to:

1.1.1 (a) use the SDK for development, research, internal, educational, or commercial purposes:

(i) to create a software product with the capability to read and/or write and/or translate Licensee files, which software product links to the Library (“Developed Software”); and/or

(ii) to modify the Sample Code(s) solely to create an object code version(s) (“Modified Code(s)”); and/or

(b) reproduce the Library to link to the Developed Software.

1.1.2 (a) incorporate the executable version of the Developed Software into; and/or

(b) incorporate the Modified Code(s) into; and/or

software products developed by Licensee (“Licensee Product(s)”) for Licensee’s Internal Business Needs.

1.1.3 reproduce, distribute and sublicense free of charge or for a fee Licensee Product(s) provided that Licensee must sublicense the Software, the Developed Software, the Library, the Sample Code(s) and the Modified Code(s) “as is”, without warranty of any kind.

Various License Types are described in Exhibit B. In any case where the License Identification does not specify a License Type or Permitted Number or Territory, or there is no License Identification, the License Type will, by default, be the Stand-alone (Individual) License and the Territory will be worldwide, subject to the Export Control requirements herein.

1.1.4 Licensee shall reproduce and apply any copyright or other proprietary rights notices included on or embedded in the Software, or any part thereof, to any copies of the Software or any part thereof, or to the Developed Software, in any form.

1.1.5 Licensee shall place the following statement in the copyright area of either: (i) the end-user License and/or terms of use for the Developed Software; or (ii) the ‘About Box’ or similar notice page of the Developed Software; and Licensee shall also include the following statement in the copyright area of either: (a) the on-line documentation regarding the Developed Software; or (b) any other document related to Developed Software that contains copyright information:

“This software contains Autodesk® FBX® code developed by Autodesk, Inc. Copyright 2019 Autodesk, Inc. All rights, reserved. Such code is provided “as is” and Autodesk, Inc. disclaims any and all warranties, whether express or implied, including without limitation the implied warranties of merchantability, fitness for a particular purpose or non-infringement of third party rights. In no event shall Autodesk, Inc. 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 such code.”

1.2 Upgrades and Previous Versions.

1.2.1 Effect of Upgrades. If Autodesk or a Reseller provides Licensee with an Upgrade to other Licensed Materials previously licensed to Licensee, the Licensed Materials previously licensed to Licensee and any other Autodesk Materials relating thereto will thereafter be deemed to be a “Previous Version.” Except as set forth in Section 1.2.2 (Exception for Relationship Program Licensees), the license grant and other rights with respect to any Previous Version will terminate one hundred twenty (120) days after Installation of the Upgrade. Within such one hundred twenty (120) day period, except as set forth in Section 1.2.2 (Exception for Relationship Program Licensees), (a) Licensee must cease all use of any Previous Version and Uninstall all copies of the Previous Version, and (b) upon expiration of such period, such Previous Version will no longer constitute Licensed Materials but rather will be deemed to be Excluded Materials and Licensee will no longer have a license for any such Previous Version. At Autodesk’s request, Licensee agrees to destroy or return to Autodesk or the Reseller from which they were acquired all copies of the Previous Version. Autodesk reserves the right to require Licensee to show satisfactory proof that all copies of any Previous Version have been Uninstalled and, if so requested by Autodesk, destroyed or returned to Autodesk or the Reseller from which they were acquired.

1.2.2 Exception for Relationship Program Licensees. The termination of rights as to Previous Versions described in Section 1.2.1 (Effect of Upgrades) may not apply to Licensee if and to the extent (a) Licensee participates in a Relationship Program and the Relationship Program Terms authorize Licensee to retain such Previous Versions or (b) otherwise authorized in writing by Autodesk.

1.3 Additional Terms. The Licensed Materials (or portions thereof) may be subject to terms (e.g., terms accompanying such Licensed Materials or made available in connection with ordering, installing, downloading, accessing, using or copying such Licensed Materials) that are in addition to or different from the terms set forth in this Agreement, and Licensee agrees to comply with such terms.

1.4 Other Materials. If Autodesk provides or makes available to Licensee any additional materials associated with the Licensed Materials, including any corrections, patches, service packs, updates or upgrades to, or new versions of, the Licensed Materials (including Upgrades) or any Supplemental Materials or User Documentation for the Licensed Materials, (a) such additional materials may include or be subject to other terms in addition to or different from the terms set forth in this Agreement (including, without limitation, additional or different fees, license terms, or restrictions on use), and Licensee agrees to comply with such terms, or (b) if there are no other terms for such additional materials, they will (except as otherwise provided by Section 1.2 (Upgrades and Previous Versions)) be subject to the same terms (including, without limitation, the licenses, applicable License Type and Permitted Number, and other terms of this Agreement) as the Licensed Materials to which such additional materials apply. In no event will the foregoing result in any rights with respect to Excluded Materials.

1.5 Authorized Users. Licensee may permit the Licensed Materials to be Installed and/or Accessed only by Licensee’s Personnel (except as otherwise designated in the applicable License Type), and any such Installation or Access will be subject to any other requirements imposed by this Agreement and the applicable License Type and Permitted Number. Licensee will be responsible for compliance with this Agreement by Licensee’s Personnel and any other persons who may have Access to the Autodesk Materials through Licensee (whether or not such Access is authorized by Autodesk or within the scope of the applicable License Type and Permitted Number).

1.6 Third-Party Licensed Materials. The Autodesk Materials may contain or be accompanied by third-party software, data or other materials that are subject to and provided in accordance with terms that are in addition to or different from the terms set forth in this Agreement. Such terms may be included or referenced in or with such third-party software, data or other materials (e.g., in the “About box”) or a web page specified by Autodesk (the URL for which may be obtained on Autodesk’s website or on request to Autodesk). Licensee agrees to comply with such terms. In addition, Licensee will take sole responsibility for obtaining and complying with any licenses that may be necessary to use third-party software, data or other materials that Licensee uses or obtains for use in conjunction with the Licensed Materials. Licensee acknowledges and agrees that Autodesk has no responsibility for, and makes no representations or warranties regarding, such third-party software, data or other materials or Licensee’s use of such third-party software, data or other materials.

1.7 Relationship Programs. Autodesk may offer to Licensee, and (if so) Licensee may participate in one (1) or more Relationship Programs applicable to the Licensed Materials licensed to Licensee under this Agreement (and such Relationship Programs may include rights in addition to or different from those set forth in this Agreement). Any Relationship Programs are subject to Autodesk’s terms therefor, which terms are set forth in the applicable Relationship Program Terms. Licensee agrees that if it requests, accepts, or makes use of any Relationship Program, Licensee will be bound by such terms, as they may be modified from time to time in accordance with the applicable Relationship Program Terms (and such terms, as so modified from time to time, are a part of and incorporated by reference into this Agreement), and Licensee agrees to comply with such terms. Licensee acknowledges that Autodesk may require a further acceptance of such terms as a condition to participation in a Relationship Program.

1.8 Services. Autodesk may provide, and Licensee may elect to receive or benefit from, certain Services from time to time. Any Services are subject to Autodesk’s terms therefor, which terms are set forth in the applicable Services Terms. Licensee agrees that if it requests, accepts, or makes use of any Services, Licensee will be bound by such terms, as they may be modified from time to time in accordance with the applicable Services Terms (and such terms, as so modified from time to time, are a part of and incorporated by reference into this Agreement), and Licensee agrees to comply with such terms. Licensee acknowledges that Autodesk may require a further acceptance of such terms as a condition to providing Services.

1.9 Archival Copy. Licensee’s license under Section 1.1 (License Grant) includes the right to make a single archival copy of the Licensed Materials in the Territory, provided that (a) the single-copy limitation will not apply to copies made as an incidental part of a routine backup of Licensee’s entire computer system on which the Licensed Materials are Installed in accordance with this Agreement, where such backup includes the making of copies of substantially all other software on such computer system and (b) any archival copy may be Accessed or Installed (other than on a backup storage medium from which the Licensed Materials cannot be Accessed) only when and for so long as the primary copy of the Licensed Materials is inaccessible and inoperable. Copies of the Licensed Materials that are Installed and are in excess of the Permitted Number at any time while the primary copy of the Licensed Materials is also Accessible are not "archival copies" as permitted under this Section 1.9 (Archival Copy).

1.10 Nature of Licenses. Licensee acknowledges and agrees that when Licensee acquires a license of Licensed Materials, (including through a Relationship Program or Services), Licensee’s acquisition is neither contingent on the delivery of any future features or functionality nor subject to any public or other comments (oral, written or otherwise) made by Autodesk regarding future features or functionality.

1.11 Feedback.

Licensee hereby grants Autodesk, under all of Licensee’s intellectual property and proprietary rights, the following worldwide, exclusive, transferable, perpetual, irrevocable, royalty-free, fully paid-up rights: (1) to make, have made, use, copy, modify, and create derivative works of the Feedback as part of or in connection with any Autodesk product, technology, service, content, material, specification or documentation (including without limitation in connection with the marketing or sale thereof); (2) to publicly perform or display, import, broadcast, transmit, distribute, license, offer to sell and sell, rent, lease or lend copies of the Feedback (and derivative works thereof and improvements thereon); and (3) to sublicense to third parties the foregoing rights, including the right to sublicense to further third parties. “Feedback” shall mean all suggestions, comments, input, ideas, reports, information or know-how (whether in oral or written form) provided by Licensee to Autodesk or an Autodesk affiliate in connection with Licensee’s evaluation of or use of the Licensed Materials. Feedback does not include any artwork or sample content created by Licensee using the Licensed Materials.

License Limitations; Prohibitions

2.1 Limitations and Exclusions.

2.1.1 No License Granted; Unauthorized Activities. The parties acknowledge and agree that, notwithstanding anything to the contrary in this Agreement, no license is granted (whether expressly, by implication or otherwise) under this Agreement (and this Agreement expressly excludes any right) (a) to Excluded Materials, (b) to any Autodesk Materials that Licensee did not acquire lawfully or that Licensee acquired in violation of or in a manner inconsistent with this Agreement, (c) for Installation of or Access to the Licensed Materials beyond the applicable license term (whether a fixed term or Relationship Program period or term) or outside the scope of the applicable License Type or Permitted Number, (d) for Installation of the Licensed Materials on any Computer other than a Computer owned or leased, and controlled, by Licensee, unless otherwise authorized in writing by Autodesk, (e) to distribute, rent, loan, lease, sell, sublicense, transfer or otherwise provide all or any portion of the Autodesk Materials to any person or entity except as expressly set forth in this Agreement or as expressly authorized in writing by Autodesk, (f) to provide or make available any features or functionality of the Autodesk Materials to any person or entity (other than to and for Licensee itself for the purpose specified in the applicable License Type), whether or not over a network and whether or not on a hosted basis, (g) except as otherwise expressly provided with respect to a specific License Type, to Install or Access or allow the Installation of or Access to the Autodesk Materials over the Internet or other non-local network, including, without limitation, use in connection with a wide area network (WAN), virtual private network (VPN), virtualization, Web hosting, time-sharing, service bureau, software as a service, cloud or other service or technology, (h) to remove, alter or obscure any proprietary notices, labels or marks in the Autodesk Materials, (i) to decompile, disassemble or otherwise reverse engineer the Autodesk Materials, or (j) to translate, adapt, arrange, or create derivative works based on, or otherwise modify the Autodesk Materials for any purpose.

2.1.2 Licensed Materials as a Single Product. The Licensed Materials are licensed to Licensee as a single product and the applicable components may not be separated for Installation or Access (and all such components must be Installed and Accessed on the same Computer except as authorized in writing by Autodesk).

2.1.3 Territory. Except as otherwise authorized in writing by Autodesk, the licenses granted in this Agreement are granted only for the Territory. Nothing in this Agreement permits Licensee (including, without limitation, Licensee’s Personnel, if any) to Install or Access the Licensed Materials outside of the Territory.

2.1.4 Effect of Unauthorized Use. Licensee will not engage in, and will not permit or assist any third party to engage in any of the uses or activities prohibited (or any uses or activities inconsistent with the limitations described) in this Section 2.1 (Limitations and Exclusions) (collectively, “Unauthorized Uses”). Any such Unauthorized Use, and any Installation of or Access to the Licensed Materials provided under this Agreement, outside of the scope of the applicable license grants (including, without limitation, outside the applicable License Type and/or Permitted Number) or otherwise not in accordance with this Agreement, constitute or result in infringement of Autodesk’s intellectual property rights as well as a breach of this Agreement. Licensee will notify Autodesk promptly of any such Unauthorized Uses or other unauthorized Installation or Access.

2.1.5 Use of Open Source Software by Licensee. If Licensee uses any third party software (including free or Open Source Software), whether or not in conjunction with the Software, Licensee shall ensure that its use does not: (i) create, or purport to create, obligations of Autodesk or any of its affiliates with respect to the Software; (ii) grant, or purport to grant, to any third party any rights to or immunities under Autodesk’s or any of its affiliates intellectual property rights; or (iii) cause the Software to be subject to any licensing terms other than those set forth in this Agreement.

2.2 Circumvention.

2.2.1 Licensee may not (i) utilize any equipment, device, software, or other means to (or designed to) circumvent or remove any form of technical protection used by Autodesk in connection with the Autodesk Materials, or (ii) Install or Access the Autodesk Materials with any product code, authorization code, serial number, or other copy-protection device not supplied by Autodesk directly or through a Reseller. Without limitation of the generality of the foregoing, Licensee may not utilize any equipment, device, software, or other means to (or designed to) circumvent or remove the Autodesk License Manager or any tool or technical protection measure provided or made available by Autodesk for managing, monitoring or controlling Installation of or Access to Autodesk Materials.

2.2.2 Licensee may not utilize any equipment, device, software, or other means to (or designed to) circumvent or remove any usage restrictions, or to enable functionality disabled by Autodesk, in connection with the Excluded Materials. Licensee may not bypass or delete any functionality or technical limitations of the Autodesk Materials that (or that are designed to) prevent or inhibit the unauthorized copying of, Installation or Access to the Excluded Materials.

Autodesk and its licensors retain title to and ownership of, and all other rights with respect to, the Autodesk Materials and all copies thereof, including, without limitation, any related copyrights, trademarks, trade secrets, patents, and other intellectual property rights. Licensee has only the limited licenses granted with respect to the Licensed Materials expressly set forth in this Agreement, and Licensee has no other rights, implied or otherwise. Licensee acknowledges and agrees that the Autodesk Materials are licensed, not sold, and that rights to Install and Access the Licensed Materials are acquired only under the license from Autodesk. The structure and organization of Software included in the Autodesk Materials, any source code or similar materials relating to such Software, any API Information and Development Materials (both as described in Section 1.11 (APIs)), and any other Licensed Materials identified as confidential or proprietary are valuable trade secrets of, and confidential and proprietary information of, Autodesk and its suppliers, and (a) may not be distributed, disclosed or otherwise provided to third parties, and (b) may be used only internally and only in conjunction with and for Licensee’s own authorized internal use of the Licensed Materials.

Privacy; Use of Information; Connectivity

4.1 Privacy and Use of Information. Licensee acknowledges and agrees that Licensee (and third parties acting on Licensee’s behalf) may provide, and Autodesk and its Resellers (and third parties acting on behalf of Autodesk and its Resellers) may obtain, certain information and data with respect to Licensee (including, without limitation, personal information) and Licensee’s business in connection with this Agreement, including, without limitation, information and data provided to or obtained by Autodesk and its Resellers (or third parties acting on behalf of Autodesk and its Resellers) through the Customer Information Form and otherwise, in connection with ordering, registration, activation, updating, validating entitlement to, auditing, monitoring Installation of and Access to Autodesk Materials, Relationship Programs and Services and managing the relationship with Licensee. Licensee hereby consents to Autodesk maintaining, using, storing and disclosing such information and data (including, without limitation, personal information, if any) in conformity with Autodesk’s policies on privacy and data protection, as such policies may be updated from time to time, including without limitation Autodesk’s Privacy Statement, as currently located at http://usa.autodesk.com/privacy/. Without limitation of the generality of the foregoing, Licensee acknowledges and agrees that: (a) Autodesk may from time to time prompt Licensee (and third parties acting on Licensee’s behalf) to provide express agreement to the terms of Autodesk’s Privacy Statement and/or express agreement to specific uses of information and data (including, without limitation, personal information); (b) Autodesk may provide information and data, including, without limitation, information and data about Licensee’s use of Autodesk Materials, Relationship Programs, and Licensee’s support requests, to Autodesk subsidiaries and affiliates, Resellers and other third parties in connection with the provision, maintenance, administration or usage of Licensed Materials, Relationship Programs or Services or in connection with enforcement of any agreements relating to Licensed Materials, Relationship Programs or Services; and (c) Autodesk may make cross-border transfers of such information and data, including to jurisdictions with privacy or data protection laws that are less protective of Licensee than the jurisdiction in which Licensee is domiciled. Licensee acknowledges and agrees that such policies may be changed from time to time by Autodesk and that, effective upon posting on Autodesk’s website or other written notice from Autodesk, Licensee will be subject to such changes.

4.2 Connectivity. Certain Licensed Materials may facilitate or require Licensee’s access to and use of content and services that are hosted on websites maintained by Autodesk or by third parties. In some cases, such content and services may appear to be a feature or function within, or extension of, the Licensed Materials on Licensee’s Computer even though hosted on such websites. Accessing such content or services and use of Licensed Materials may cause Licensee’s Computer, without additional notice, to connect automatically to the Internet (transitorily, intermittently or on a regular basis) and to communicate with an Autodesk or third-party website—for example, for purposes of providing Licensee with additional information, features and functionality or to validate that the Licensed Materials and/or content or services are being used as permitted under this Agreement or other applicable terms. Such connectivity to Autodesk websites is governed by Autodesk’s policies on privacy and data protection described in this Section 4 (Privacy; Use of Information; Connectivity). Such connectivity to websites of third parties is governed by the terms (including the disclaimers and notices) found on such sites or otherwise associated with the third-party content or services. Autodesk does not control, endorse, or accept responsibility for any such third-party content or services, and any dealings between Licensee and any third party in connection with such content or services, including, without limitation, such third party’s privacy policies, use of personal information, delivery of and payment for goods and services, and any other terms associated with such dealings, are solely between Licensee and such third party. Autodesk may at any time, for any reason, modify or discontinue the availability of any third-party content or services. Access to and use of certain content and services (whether of Autodesk or third parties) may require assent to separate terms and/or payment of additional fees.

Limited Warranty and Disclaimers

5.1 Limited Warranty. Autodesk warrants that, as of the date on which the Licensed Materials are delivered to Licensee and for ninety (90) days thereafter or if the license term is shorter, such shorter period (“Warranty Period”), the Licensed Materials will provide the general features and functions described in the User Documentation portion of the Licensed Materials. Autodesk's entire liability and Licensee’s exclusive remedy during the Warranty Period (“Limited Warranty”) will be, with the exception of any statutory warranty or remedy that cannot be excluded or limited under law, at Autodesk's option, (i) to attempt to correct or work around errors, if any, or (ii) to refund the license fees, if any, paid by Licensee and terminate this Agreement or the license specific to such Licensed Materials. Such refund is subject to the return, during the Warranty Period, of the Autodesk Materials, with a copy of Licensee’s License Identification, to Licensee’s local Autodesk office or the Reseller from which Licensee acquired the Autodesk Materials. THE LIMITED WARRANTY SET FORTH IN THIS SECTION GIVES LICENSEE SPECIFIC LEGAL RIGHTS. LICENSEE MAY HAVE ADDITIONAL LEGAL RIGHTS UNDER LAW WHICH VARY FROM JURISDICTION TO JURISDICTION. AUTODESK DOES NOT SEEK TO LIMIT LICENSEE’S WARRANTY RIGHTS TO ANY EXTENT NOT PERMITTED BY LAW.

5.2 Disclaimer. EXCEPT FOR THE EXPRESS LIMITED WARRANTY PROVIDED IN SECTION 5.1 (LIMITED WARRANTY), AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AUTODESK AND ITS SUPPLIERS MAKE, AND LICENSEE RECEIVES, NO WARRANTIES, REPRESENTATIONS, OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT, OR WARRANTIES OTHERWISE IMPLIED BY STATUTE OR FROM A COURSE OF DEALING OR USAGE OF TRADE) WITH RESPECT TO ANY AUTODESK MATERIALS, RELATIONSHIP PROGRAMS, OR SERVICES (PURSUANT TO A RELATIONSHIP PROGRAM OR OTHERWISE). ANY STATEMENTS OR REPRESENTATIONS ABOUT THE AUTODESK MATERIALS, RELATIONSHIP PROGRAMS OR SERVICES AND THEIR FEATURES OR FUNCTIONALITY IN THE LICENSED MATERIALS OR ANY COMMUNICATION WITH LICENSEE ARE FOR INFORMATION PURPOSES ONLY, AND DO NOT CONSTITUTE A WARRANTY, REPRESENTATION, OR CONDITION. WITHOUT LIMITING THE FOREGOING, AUTODESK DOES NOT WARRANT: (a) THAT THE OPERATION OR OUTPUT OF THE LICENSED MATERIALS OR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, ACCURATE, RELIABLE, OR COMPLETE, WHETHER OR NOT UNDER A RELATIONSHIP PROGRAM OR SUPPORT BY AUTODESK OR ANY THIRD PARTY; (b) THAT ERRORS WILL BE CORRECTED BY AUTODESK OR ANY THIRD PARTY; OR (c) THAT AUTODESK OR ANY THIRD PARTY WILL RESOLVE ANY PARTICULAR SUPPORT REQUEST OR THAT SUCH RESOLUTION WILL MEET LICENSEE’S REQUIREMENTS OR EXPECTATIONS. NOTHING IN THE FOREGOING RESTRICTS THE EFFECT OF WARRANTIES OR CONDITIONS WHICH MAY BE IMPLIED BY LAW WHICH CANNOT BE EXCLUDED, RESTRICTED OR MODIFIED NOTWITHSTANDING A CONTRACTUAL RESTRICTION TO THE CONTRARY. WITHOUT LIMITING THE FOREGOING, Autodesk AND ITS SUPPLIERS MAKE, AND LICENSEE RECEIVES, no warranties that: (I) future versions of the SDK, Library and/or Sample Code(s), if any, will contain features similar to or the same as the SDK, Library and/or Sample Code(s), respectively or will be compatible with the SDK, Library and/or Sample Code(s), respectively; (II) the Software or the SDK, Library and/or Sample Code(s) will meet LICENSEE requirements; or (iii) operation of the SDK, Library or Sample Code(s) will be uninterrupted or error-free.

Warnings

6.1 Functionality Limitations. The Licensed Materials and Services (except for Licensed Materials designed for non-commercial use, such as Autodesk Materials designed to be used for household or other consumer purposes or licensed only for purposes of educational or individual learning) are commercial professional tools intended to be used by trained professionals only. Particularly in the case of commercial professional use, the Licensed Materials and Services are not a substitute for Licensee’s professional judgment or independent testing. The Licensed Materials and Services are intended only to assist Licensee with its design, analysis, simulation, estimation, testing and/or other activities and are not a substitute for Licensee’s own independent design, analysis, simulation, estimation, testing, and/or other activities, including those with respect to product stress, safety and utility. Due to the large variety of potential applications for the Licensed Materials and Services, the Licensed Materials and Services have not been tested in all situations under which they may be used. Autodesk will not be liable in any manner whatsoever for the results obtained through use of the Licensed Materials or Services. Persons using the Licensed Materials or Services are responsible for the supervision, management, and control of the Licensed Materials and Services and the results of using the Licensed Materials and Services. This responsibility includes, without limitation, the determination of appropriate uses for the Licensed Materials and Services and the selection of the Licensed Materials, Services and other computer programs and materials to help achieve intended results. Persons using the Licensed Materials or Services are also responsible for establishing the adequacy of independent procedures for testing the reliability, accuracy, completeness, and other characteristics of any output of the Licensed Materials or Services, including, without limitation, all items designed with the assistance of the Licensed Materials or Services. Licensee further acknowledges and agrees that the Licensed Materials form part of Licensee’s total unique hardware and software environment to deliver specific functionality, and that the Licensed Materials and Services provided by Autodesk may not achieve the results Licensee desires within Licensee’s design, analysis, simulation, estimation, and/or testing constraints.

6.2 Activation Codes and Security.

6.2.1 Activation Code Required for Installation/Access and Continued Use. Installation of and Access to the Licensed Materials require, and the continued use thereof may from time to time require, activation codes issued by Autodesk. Registration may be required before an activation code is issued by Autodesk. Licensee will provide Autodesk and its Reseller with any information required for such registration and agrees that any information provided to Autodesk or its Reseller will be accurate and current. Licensee will also maintain and update Licensee’s registration information, on an ongoing basis, through customer data registration processes, including without limitation the Customer Information Form, which may be provided by Autodesk. Licensee acknowledges and agrees that Autodesk may use such information in accordance with its Privacy Statement (as described or referenced in Section 4 (Privacy; Use of Information; Connectivity)).

6.2.2 Disabling Access. LICENSEE ACKNOWLEDGES AND AGREES THAT INSTALLATION OF AND ACCESS TO LICENSED MATERIALS MAY BE DISABLED BY THE ACTIVATION, SECURITY, AND TECHNICAL PROTECTION MECHANISMS IF LICENSEE TRIES TO TRANSFER ALL OR A PART OF THE LICENSED MATERIALS TO ANOTHER COMPUTER, IF LICENSEE TAMPERS WITH THE TECHNICAL PROTECTION MECHANISMS OR DATE-SETTING MECHANISMS ON A COMPUTER OR IN THE LICENSED MATERIALS, IF LICENSEE USES THE LICENSED MATERIALS PAST AN APPLICABLE RELATIONSHIP PROGRAM PERIOD OR FIXED TERM, OR IF LICENSEE UNDERTAKES CERTAIN OTHER ACTIONS THAT AFFECT THE SECURITY MODE OR UNDER OTHER CIRCUMSTANCES AND THAT, IN ANY SUCH EVENT, LICENSEE’S ACCESS TO LICENSEE’S WORK PRODUCT AND OTHER DATA MAY BE AFFECTED. MORE INFORMATION IS CONTAINED IN THE APPLICABLE LICENSED MATERIALS OR AVAILABLE FROM AUTODESK ON REQUEST.

6.2.3 Effect of Activation Codes. Licensee acknowledges and agrees that receipt of an activation code (whether or not provided to Licensee in error) will not constitute evidence of or affect the scope of Licensee’s license rights. Those rights will be only as set forth in this Agreement and the applicable License Identification.

6.3 Affected Data. Work product and other data created with Licensed Materials made available under certain License Types, including licenses that limit the permitted purpose to educational purposes or personal learning purposes, may contain certain notices and limitations that make the work product and other data usable only in certain circumstances (e.g., only in the education field). In addition, if Licensee combines or links work product or other data created with such Licensed Materials with work product or other data otherwise created, then such other work product or data may also be affected by these notices and limitations. Autodesk will have no responsibility or liability whatsoever if Licensee combines or links work product or other data created with such Licensed Materials with work product or other data otherwise created. In addition, Licensee will not remove, alter or obscure any such notices or limitations.

Limitations of Liability

7.1 Limitation on Type and Amount of Liability. IN NO EVENT WILL AUTODESK OR ITS SUPPLIERS HAVE ANY LIABILITY (DIRECTLY OR INDIRECTLY) FOR ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES; FOR LOSS OF PROFITS, USE, REVENUE, OR DATA; OR FOR BUSINESS INTERRUPTION (REGARDLESS OF THE LEGAL THEORY FOR SEEKING SUCH DAMAGES OR OTHER LIABILITY). IN ADDITION, THE LIABILITY OF AUTODESK AND ITS SUPPLIERS ARISING OUT OF OR RELATING TO ANY AUTODESK MATERIALS, RELATIONSHIP PROGRAMS OR SERVICES WILL NOT EXCEED THE AMOUNT PAID OR PAYABLE BY LICENSEE FOR SUCH AUTODESK MATERIALS, RELATIONSHIP PROGRAMS, OR SERVICES, RESPECTIVELY.

7.2 Application of and Basis for Limitations. THE LIMITATIONS OF LIABILITY IN THIS SECTION 7 (LIMITATIONS OF LIABILITY) WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW TO ANY DAMAGES OR OTHER LIABILITY, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, WHETHER DERIVED FROM CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR OTHERWISE, EVEN IF AUTODESK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITY AND REGARDLESS OF WHETHER THE LIMITED REMEDIES AVAILABLE HEREUNDER FAIL OF THEIR ESSENTIAL PURPOSE. ALSO, LICENSEE AGREES THAT THE LICENSE, RELATIONSHIP PROGRAMS AND SERVICES FEES AND OTHER FEES CHARGED BY AUTODESK AND PAID BY LICENSEE ARE BASED ON AND REFLECTIVE OF THE ALLOCATION OF RISK CONTEMPLATED BY THIS SECTION 7 (LIMITATIONS OF LIABILITY) AND THAT THE LIABILITY LIMITATIONS IN THIS SECTION 7 (LIMITATIONS OF LIABILITY) ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT BETWEEN THE PARTIES.

Term and Termination

8.1 Term; Termination or Suspension. Each license under this Agreement, with respect to each specific set of Licensed Materials covered by this Agreement, will become effective as of the latest to occur of: (a) this Agreement becoming effective, (b) payment by Licensee of the applicable fees, excluding licenses (such as evaluation licenses) where no fees are required, (c) delivery of the specific Licensed Materials, and (d) in the case of Autodesk Materials provided in connection with a Relationship Program, upon commencement of the applicable Relationship Program period or fixed term. Each of Autodesk or Licensee may terminate this Agreement, Licensee’s license as to Licensed Materials, Licensee’s Relationship Program, and/or the provision of Services relating to the Licensed Materials if the other party is in breach of this Agreement and fails to cure such breach within ten (10) days after written notice of the breach; however, if Licensee is in breach of Section 1 (License) or Section 2 (License Limitations; Prohibitions), Autodesk may terminate this Agreement, Licensee’s license as to Licensed Materials, Licensee’s Relationship Program, and/or the provision of Services relating to the Licensed Materials immediately upon written notice of the breach. In addition, Autodesk may, as an alternative to termination, suspend Licensee’s license as to the Licensed Materials, Licensee’s Relationship Program, the provision of Services relating to the Licensed Materials, and/or other Autodesk obligations or Licensee rights under this Agreement (or under other terms, if any, relating to materials associated with the Licensed Materials), if Licensee fails to make a payment to Autodesk or a Reseller or otherwise fails to comply with the provisions of this Agreement or other terms relating to any such license, Relationship Program, Services, or other associated materials. Autodesk may also terminate this Agreement if Licensee becomes subject to bankruptcy proceedings, becomes insolvent, or makes an arrangement with Licensee’s creditors. This Agreement will terminate automatically without further notice or action by Autodesk if Licensee goes into liquidation.

Licensee acknowledges and agrees that Autodesk may assign or sub-contract any of its rights or obligations under this Agreement.

8.2 Effect of Termination of Agreement or License. Upon termination or expiration of this Agreement, the licenses granted hereunder will terminate. Upon termination or expiration of any license granted to Licensee, Licensee must cease all use of Autodesk Materials to which such license applies, any Relationship Program (including, without limitation, associated services), and any Services and Uninstall all copies of the Autodesk Materials. At Autodesk’s request, Licensee agrees to destroy or return to Autodesk or the Reseller from which they were acquired all Autodesk Materials. Autodesk reserves the right to require Licensee to show satisfactory proof that all copies of the Autodesk Materials have been Uninstalled and, if so requested by Autodesk, destroyed or returned to Autodesk or the Reseller from which they were acquired. If Licensee’s Relationship Program is terminated or expires, but this Agreement and Licensee’s license to the Licensed Materials remains in effect, any rights of Licensee based on the Relationship Program (including, without limitation, rights with respect to Previous Versions) will terminate, and (unless otherwise authorized by the Relationship Program Terms) Licensee must comply with the obligations of Section 1.2.1 (Effect of Upgrades) with respect to (including the obligations to cease use of, Uninstall and destroy or return) all copies of such Previous Versions.

8.3 Survival. Sections 1.3 (Additional Terms), 1.4 (Other Materials), 1.5 (Authorized Users), 1.6 (Third-Party Licensed Materials), 1.11 (APIs), 2.1.1 (No License Granted;Unauthorized Activities), 2.1.4 (Effect of Unauthorized Use), 2.2 (Circumvention), 3 (All Rights Reserved), 4 (Privacy; Use of Information; Connectivity), 5.2 (Disclaimer), 6 (Warnings), 7 (Limitations of Liability), 8 (Term and Termination), and 9 (General Provisions) and Exhibit A will survive any termination or expiration of this Agreement.

General Provisions

9.1 Notices. Notices in connection with this Agreement by either party will be in writing and will be sent by electronic mail, postal service, or a delivery service (such as UPS, FedEx or DHL), except that Licensee may not provide notice to Autodesk of an Autodesk breach or provide notice of termination of this Agreement by electronic mail. Notices from Autodesk to Licensee will be effective (a) in the case of notices by email, one (1) day after sending to the email address provided to Autodesk, or (b) in the case of notices by mail or delivery service, five (5) days after sending by regular post or delivery service to the address provided to Autodesk. Licensee hereby consents to service of process being effected on Licensee by registered mail sent to the address set forth on Licensee’s Customer Information Form (or, if no Customer Information Form has been provided, Licensee’s last address known by Autodesk) if so permitted by applicable law. Notices from Licensee to Autodesk will be effective (a) in the case of notices by email, one (1) day after sending to (and receipt by Autodesk at) CopyrightAgent@autodesk.com, or (b) in the case of notices by mail or delivery service, when received by Autodesk at Autodesk, Inc., 111 McInnis Parkway, San Rafael, California 94903, USA, Attention: Copyright Agent. If Licensee participates in a Relationship Program, either party may also provide notice as set forth in the Relationship Program Terms.

9.2 Governing Law and Jurisdiction. This Agreement will be governed by and construed in accordance with the laws of (a) Switzerland if Licensee acquired the Autodesk Materials in a country in Europe, Africa or the Middle East, (b) Singapore if Licensee acquired the Autodesk Materials in a country in Asia, Oceania or the Asia-Pacific region, or (c) the State of California (and, to the extent controlling, the federal laws of the United States) if Licensee acquired the Autodesk Materials in a country in the Americas (including the Caribbean) or any other country not specified in this Section 9.2 (Governing Law and Jurisdiction). The laws of such jurisdictions shall govern without reference to the conflicts-of-laws rules thereof. The UN Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act shall not apply to (and are excluded from the laws governing) this Agreement. In addition, each party agrees that any claim, action or dispute arising under or relating to this Agreement will be brought exclusively in (and the parties will be subject to the exclusive jurisdiction of) the Superior Court of the State of California, County of Marin, or the United States District Court for the Northern District of California in San Francisco, except that if Licensee has acquired the Autodesk Materials in (a) a country in Europe, Africa or the Middle East, any such claim or dispute will be brought exclusively in (and the parties will be subject to the exclusive jurisdiction of) the courts of Switzerland, or (b) a country in Asia, Oceania or the Asia-Pacific region, any such claim or dispute will be brought exclusively in (and the parties will be subject to the exclusive jurisdiction of) the courts of Singapore. Nothing in the foregoing will prevent Autodesk from bringing an action for infringement of intellectual property rights in any country where such infringement is alleged to occur.

9.3 No Assignment; Insolvency. Licensee may not assign this Agreement or any rights hereunder (whether by purchase of stock or assets, merger, change of control, operation of law, or otherwise) without Autodesk's prior written consent, which may be withheld in Autodesk's sole and absolute discretion, and any unauthorized purported assignment by Licensee will be void. In the context of any bankruptcy or similar proceeding, Licensee acknowledges and agrees this Agreement is and shall be treated as an executory contract that may not be assumed and/or assigned without Autodesk's prior written consent, which consent may be withheld in Autodesk's sole and absolute discretion whether pursuant to Section 365(c)(1) of Title 11 of the United States Code or any other applicable law respecting the treatment of executory contracts within bankruptcy. Any assignment (regardless of how or on what basis the assignment may occur) will be conditioned on compliance with the following: at least thirty (30) days before assigning or agreeing to any assignment of rights under this Agreement (including transferring any copies of or right to use the Software), (a) Licensee must provide written notice to Autodesk, Uninstall all copies of the Software, and (without limitation of the generality of Section 9.7 (Audits)) allow Autodesk or its designee to inspect the records, systems and facilities of (or operated for) Licensee and its subsidiaries and affiliates to verify (by any means available to Autodesk, whether remotely or on premises) that all copies of the Software have been Uninstalled, (b) the proposed assignee must agree to comply (and Licensee must ensure that the assignee will comply) with all of the obligations of this Agreement with respect to such Software, which agreement must provide that Autodesk is a third-party beneficiary of the assignee’s agreement, and the assignee must provide a copy of the agreement to Autodesk, and (c) Licensee and proposed assignee must comply with all other transfer procedures identified by Autodesk.

9.4 Autodesk Subsidiaries and Affiliates. Licensee acknowledges and agrees that Autodesk may arrange to have its subsidiaries and affiliates engage in activities in connection with this Agreement, including, without limitation, delivering Autodesk Materials and providing Relationship Programs and Services, provided that Autodesk (and not such subsidiaries and affiliates) will remain subject to the obligations of Autodesk under this Agreement. Licensee also agrees that Autodesk’s subsidiaries and affiliates may enforce (including taking actions for breach of) this Agreement.

9.5 Exceptions to Prohibitions; Severability.

9.5.1 Exceptions to Prohibitions. The prohibitions contained in this Agreement will not apply where and to the extent applicable law does not allow such prohibitions to be enforced. Licensee may have other rights under the laws of the state or country within the Territory where the Licensed Materials are acquired, and this Agreement does not change Licensee’s rights under the laws of such state or country if and to the extent the laws of such state or country do not permit this Agreement to do so. Licensee will bear the burden of proof to demonstrate that applicable law does not allow (i) the enforcement of such prohibitions; or (ii) this Agreement to change particular rights in a state or country (and that Licensee has not exceeded the bounds of the unenforceable prohibitions and unchangeable rights).

9.5.2 Severability. If and to the extent any provision of this Agreement is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction will not in any way affect the legality, validity, or enforceability of such provision or any other provision of this Agreement in any other jurisdiction.

9.6 No Waiver. No term or provision of this Agreement will be considered waived, and no breach excused, unless such waiver is in writing signed on behalf of the party against which the waiver is asserted. No waiver (whether express or implied) will constitute consent to, waiver of, or excuse of any other, different, or subsequent breach.

9.7 Audits. Licensee agrees that Autodesk has the right to require an audit (electronic or otherwise) of the Autodesk Materials and the Installation thereof and Access thereto. As part of any such audit, Autodesk or its authorized representative will have the right, on fifteen (15) days’ prior notice to Licensee, to inspect Licensee’s records, systems and facilities, including machine IDs, serial numbers and related information, to verify that the use of any and all Autodesk Materials is in conformance with this Agreement. Licensee will provide full cooperation to enable any such audit. If Autodesk determines that Licensee’s use is not in conformity with the Agreement, Licensee will obtain immediately and pay for valid license(s) to bring Licensee’s use into compliance with this Agreement and other applicable terms and pay the reasonable costs of the audit. In addition to such payment rights, Autodesk reserves the right to seek any other remedies available at law or in equity, whether under this Agreement or otherwise.

9.8 Language. The English language version of this Agreement is legally binding in case of any inconsistencies between the English version and any translations. If Licensee purchased the license for the Licensed Materials in Canada, Licensee agrees 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.

9.9 Construction. Ambiguities in this Agreement will not be construed against the drafter.

9.10 Force Majeure. Autodesk will not be liable for any loss, damage or penalty resulting from delays or failures in performance resulting from acts of God, supplier delay or other causes beyond Autodesk's reasonable control.

9.11 U.S. Government Rights. For U.S. Government procurements, all Autodesk Materials are deemed to be commercial computer software as defined in FAR 12.212 and subject to restricted rights as defined in FAR Section 52.227-19 "Commercial Computer Software - Restricted Rights" and DFARS 227.7202, “Rights in Commercial Computer Software or Commercial Computer Software Documentation”, as applicable, and any successor regulations. Any use, modification, reproduction release, performance, display or disclosure of the Autodesk Materials by the U.S. Government shall be solely in accordance with license rights and restrictions described herein.

9.12 Export Control. Licensee acknowledges and agrees that the Autodesk Materials and Services (including any data submitted by Licensee in connection with a Service and any Licensee-specific output generated by a Service) are subject to compliance with United States and other applicable country export control and trade sanctions laws, rules and regulations, including, without limitation the regulations promulgated by the U.S. Department of Commerce and the U.S. Department of the Treasury (collectively, "Export Control Laws"). Licensee represents, warrants and covenants that neither Licensee nor Licensee’s Personnel (i) are a citizen or resident of, or located within, a nation that is subject to U.S. trade sanctions or other significant trade restrictions (including, without limitation, Cuba, Iran, Sudan, Syria and North Korea), (ii) are identified on any of the U.S. government restricted party lists (including, without limitation, the U.S. Treasury Department's List of Specially Designated Nationals and Blocked Persons, the U.S. Department of Commerce’s Denied Party List, Entity List and Unverified List and the U.S. Department of State’s proliferation-related lists), (iii) will, unless otherwise authorized under the Export Control Laws, use Autodesk Materials or Services in any restricted end use, including, without limitation, design, analysis, simulation, estimation, testing, or other activities related to nuclear, chemical/biological weapons, rocket systems or unmanned air vehicles applications, or (iv) will use the Autodesk Materials or Services to disclose, transfer, download, export, or re-export, directly or indirectly, any Licensee-specific output generated by the Autodesk Materials or Services, Licensee content, third party content, or any other content or material to any country, entity, or party that is ineligible to receive such items under the Export Control Laws or other laws or regulations to which Licensee may be subject. Licensee understands that the requirements and restrictions of the Export Control Laws as applicable to Licensee may vary depending on the Autodesk Materials or Services provided under this Agreement and may change over time. Licensee shall be solely responsible for (i) determining the precise controls applicable to the Autodesk Materials or Services, and (ii) complying with the Export Control Laws and monitoring any modifications to them.

9.13 Entire Agreement. This Agreement and any other terms referenced in this Agreement (such as the Relationship Program Terms and the Services Terms) constitute the entire agreement between the parties (and merge and supersede any prior or contemporaneous agreements, discussions, communications, agreements, representations, warranties, advertising or understandings) with respect to the subject matter hereof, except that particular Autodesk Materials may be subject to additional or different terms associated with such Autodesk Materials. The parties acknowledge that, in entering into this Agreement, they are not relying on any agreements, discussions, communications, agreements, representations, warranties, advertising or understandings other than as expressly set forth in this Agreement. Licensee acknowledges and agrees that Autodesk may add to or change the Relationship Program Terms and the Services Terms from time to time, provided that Autodesk will provide written notice of the additions or changes (and may allow Licensee not to renew, may permit Licensee to terminate, and may offer other options with respect to Relationship Programs or Services) before the additions or changes are effective as to Licensee. In the event of a conflict between this Agreement and any other terms of Autodesk (including, without limitation, the Relationship Program Terms, the Services Terms, or such additional or different terms), the other terms will apply. Terms stipulated by Licensee in any communication by Licensee which purport to vary this Agreement or such other terms will be void and of no effect unless agreed in a writing signed by an authorized representative of Autodesk. Any other modifications to this Agreement will also be invalid unless agreed to in a writing signed by an authorized representative of Autodesk.

Additional Terms.

This Section 10 (Additional Terms) applies to the following Software that may be included within the Licensed Materials: (i) Autodesk Maya; (ii) Autodesk Softimage; (iii) Autodesk 3ds Max; and (iv) Autodesk 3ds Max Design.

10.1 Rendering.

10.1.1 With regard to the Rendering Software (defined below), in addition to any other license granted in this Agreement, Licensee may allow the Rendering Software to be Installed or Accessed on a Networked Basis, solely for Licensee’s Internal Business Needs, specifically to render files created with the Software. However, if the Rendering Software is mental ray, and the Software is provided with a finite number of mental ray rendering nodes, then with regard to mental ray the foregoing is restricted to that number of mental ray rendering nodes.

10.1.2 With regard to the mental ray Batch Software (defined below), in addition to any other license granted in this Agreement, Licensee may allow the mental ray Batch Software to be Installed or Accessed on a Networked Basis, solely for Licensee’s Internal Business Needs, and used (i) specifically to render files created with the Software; or (ii) by the Rendering Software specifically to render files created with the Software. The total number of CPUs used by the mental ray Batch Software cannot exceed the number specified in the License Identification.

10.1.3 With regard to the mental ray Standalone (defined below), Licensee may allow the mental ray Standalone to be Installed or Accessed, on a Networked Basis, solely on Computing Device(s) (defined below) solely for Licensee’s Internal Business Needs specifically to render files created with the Software. With regard to mental ray Standalone, any reference in the Agreement to Computer is hereby deleted and “Computing Device(s)” substituted therefor.

10.1.4 With regard to the mental ray Satellite (defined below) for each of Autodesk 3ds Max, Autodesk Maya and Autodesk Softimage Software each mental ray Satellite executable(s) may run on one (1) or more host no more than four (4) client Computing Devices. With regard to mental ray Satellite, any reference in the Agreement to Computer is hereby deleted and “Computing Device(s)” substituted therefor.

10.1.5 Definitions.

(1) “mental ray Standalone” means the mental ray Standalone client/server executable, including the mental ray standard shader libraries and utility programs, used specifically for rendering files created with the Software.

(2) “Rendering Software” means a subset of the Software used specifically for rendering files created with the Software.

(3) “mental ray Batch Software” means a subset of the Software used: (i) specifically for rendering files created with the Software or (ii) by the Rendering Software specifically for rendering files created with the Software.

(4) “mental ray Satellite” means the mental ray Satellite server executable, including the mental ray standard shader libraries. mental ray Satellite is functionally equivalent to the mental ray Standalone server executable, used specifically for rendering files created with the Software except it is not able to read and write files in the complete mi2 format.

(5) “Computing Device” means (i) a single electronic assembly with a maximum of: (a) four (4) CPUs (regardless of the number of cores in each CPU) each CPU having one or more microprocessors, (b) four (4) discrete GPU-based computing boards; or (ii) a software implementation of the single electronic assembly, (a so-called 'virtual machine') described in (i) above, which single electronic assembly accepts information in digital or similar form and manipulates the information for a specific result based on a sequence of instructions.

10.2 Exceptions.

10.2.1 This Section 10.2 (Exceptions) applies to the Autodesk Media & Entertainment 3D entertainment Software that may be included within the Licensed Materials. Notwithstanding the provisions set forth in Section 2.1.1 (No License Granted; Unauthorized Activities) if: (i) the Redistributable Component (defined below) operates with the Software and with Licensee Application; and (ii) the Redistributable Component is linked to Licensee Application; then Licensee may reproduce and distribute the Redistributable Component and Licensee Application together, subject to Licensee’s strict adherence to all of the following terms and conditions:

(a) the class identifications for any classes of objects Licensee created shall be different from and clearly distinguishable from the class identifications used by Autodesk;

(b) modified Sample (defined below) code and any resulting binary files in Licensee Application are identified as developed by Licensee, and not by Autodesk;

Component Name: BimNv

License Type: Basic Proprietary Commercial License

https://www.opendesign.com/products/bimnv

SOFTWARE LICENSE AGREEMENT

This Software License Agreement (“Agreement”) is made and entered into as of the “Effective Date” indicated on the signature page of this Agreement by and between Open Design Alliance, an Arizona nonprofit corporation (“ODA”), and the person or entity indicated on the signature page of this Agreement (“Member”). ODA and Member are each sometimes referred to as a “party.”

BACKGROUND. Member is a member of ODA and desires to license from ODA certain software, identified on Exhibit A (the “Software”). ODA is willing to license the Software on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants set forth in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties agree as follows:

FEES

1.1 Fees. In consideration for the license and support of the Software under this Agreement, Member shall pay to ODA the amount set forth on Exhibit A (the “Fees”), payable annually. ODA may adjust the Fees annually, on 60 days’ notice to Member, on the anniversary of the Effective Date. If Member objects to any adjustment of the Fees, its sole remedy shall be to terminate this Agreement in accordance with Section 3.3. Fees are nonrefundable and not subject to offset or proration.

1.2. Payment. Member shall make the first payment of Fees to ODA on the Effective Date, and shall make subsequent payments of the Fees on the anniversary of the Effective Date. In addition to any and all other rights and remedies available under this Agreement, at law and in equity, ODA may charge interest at the rate of 1% per month, or the maximum rate allowed under applicable law, whichever is less, on any unpaid balance of Fees from the due date until paid in full and, if any payment is more than 30 days past due, ODA may terminate this Agreement immediately upon notice to Member.

OWNERSHIP RIGHTS AND LICENSES; SUPPORT

2.1 License to Member. In consideration for the payment of the Fees, ODA hereby grants to Member a worldwide, nonexclusive, perpetual (only for so long as Member is a member of ODA and provided that ODA has not terminated this Agreement under Section 1.2 or Section 3), fully paid-up, nonsublicensable, royalty-free license under all of ODA’s rights in the Software, to use and copy the Software in object code form and to develop, make, have made, use and sell products based on or incorporating the Software. Under no circumstances may Member, directly or indirectly, sublicense, transfer, sell or distribute the Software on a standalone basis. The license to Member hereunder shall immediately, automatically, and without notice, terminate on the date Member ceases to be a member of ODA.

2.2. Further Assurances. Member shall, and shall cause its employees and agents to, sign, execute and acknowledge or cause to be signed, executed and acknowledged, any and all documents and perform such acts as may be reasonably necessary for the purposes of effecting and evidencing ODA’s ownership of the Software and obtaining, enforcing and defending ODA’s rights with respect thereto.

2.3. Reservation of Rights. ODA hereby reserves all rights not expressly granted herein. Member shall reproduce and shall not obliterate or remove ODA’s intellectual property notices contained in the Software.

2.4 Support. During the term of this Agreement, ODA will provide Member with support of the Software only as set forth on Exhibit B. Under no circumstances will ODA have any obligation to support any of Member’s customers.

TERM AND TERMINATION

3.1 Term. The term of this Agreement will commence on the Effective Date and will continue until terminated by either party in accordance with the provisions of this Section 3 or immediately and automatically upon Member ceasing to be a member of ODA.

3.2 Business Distress. ODA may terminate this Agreement upon 30 days’ written notice to Member if and when ODA admits in writing its inability to pay its debts in the ordinary course of business when due, or makes an assignment for the benefit of creditors or ceases business in the ordinary course or if, in ODA’s reasonable opinion, performance under this Agreement or further development of the Software has become commercially impractical.

3.3 Termination.

3.3.1. By ODA. In addition to its termination rights under Sections 1.2 and 3.2, ODA may terminate this Agreement on written notice upon any material breach hereof by Member, if Member has not cured such breach or, in the case of a breach of Section 1.2, if Member has not paid the delinquent invoice in full, within 30 days of its due date. ODA may terminate this Agreement immediately on written notice in accordance with Section 1.2, or if Member has breached Section 2.1 or Section 4.

3.3.2. By Member. Member may terminate this Agreement at any time, on 10 days’ notice to ODA, with or without cause, including, but not limited to Member’s objection to any adjustment to the Fees under Section 1.1.

3.4 Effect of Termination. Upon expiration or termination of this Agreement for any reason, this Agreement and all rights granted to Member hereunder will immediately terminate and be of no further force or effect. At its sole cost and expense, Member must (i) destroy the Software; (ii) immediately remove the Software from its system; and (iii) certify such destruction and removal to ODA within 10 days of the effective date of termination. Immediately upon termination by ODA or, if Member terminates this Agreement, then within 90 days from the effective date of termination (the “Transition Period”), Member must withdraw all inventories (if any) of materials and products containing the Software. Any inventory

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remaining after the Transition Period must be destroyed at Member’s sole cost; and Member shall certify such withdrawal and destruction within 10 days of the termination or the end of the Transition Period, as applicable.

3.5 Survival. Sections 2.2, 3.4, 4, 5, 6 and 7 will survive any expiration or termination of this Agreement.

CONFIDENTIAL INFORMATION

4.1 Confidentiality. Member will not use, for itself or for others, disclose to others, or copy, any Confidential Information, except as necessary to exercise its license rights under Section 2.1. “Confidential Information’ means the Software and information, in oral, written, visual, electronic or other tangible form, of a confidential and/or proprietary nature and which in any way concerns or relates to the operations of ODA or its members, and information and knowledge pertaining to ODA’s members, research, processes, proprietary methods, improvements, ideas, discoveries, inventions, information, computer programs, tapes and related information and all other trade secrets, of ODA that Member may learn or acquire. “Confidential Information” does not include any materials that Member can demonstrate are in the public domain, were independently developed by Member without use of or access to Confidential Information, or were disclosed to Member by a third party without 4.2 © Remedy. Member acknowledges and agrees that if Member breaches Section 4.1, ODA will suffer irreparable harm for which money damages will not be an adequate remedy. Member therefore agrees that ODA will be entitled to an injunction restraining any breach or threatened breach of Section 4.1, without the necessity of proving irreparable harm or posting a bond, in addition to all other rights and remedies at law, in equity and under this Agreement.

INDEMNITY

5.1 Member hereby releases and will defend, indemnify and hold harmless ODA for, from and against any and all claims, losses, damages, liens, liabilities, costs and expenses (including, but not limited to, reasonable attorneys’ fees) related to, arising out of or in connection with Member’s use of the Software or any breach of this Agreement.

5.2. This Section 5 will apply to the fullest extent permitted by applicable law, regardless of the fault, negligence or strict liability of ODA. If Member fails to assume the defense of any actual or threatened action covered by this Section 5 within the earlier of either (i) any deadline established by a third party in a written demand or by a court of which Member has notice, or (ii) 30 days of notice of the claim, ODA may follow such course of action as it reasonably deems necessary to protect its interests and shall be indemnified by Member for all costs reasonably incurred in that course of action.

WARRANTY. THE SOFTWARE IS PROVIDED TO MEMBER “AS IS” AND WITH ALL BUGS, DEFECTS, ERRORS, DEFICIENCIES AND FAULTS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ODA HEREBY DISCLAIMS AND

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MEMBER HEREBY WAIVES ANY AND ALL WARRANTIES OF ANY KIND, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, IMPLIED WARRANTY ARISING FROM ANY COURSE OF PERFORMANCE OR DEALING OR USAGE OF TRADE, ANY WARRANTY OF NON-INFRINGEMENT AND THE IMPLIED WARRANTY OF QUIET ENJOYMENT.

GENERAL PROVISIONS 7.1 Government Rights. The Software and accompanying documentation are deemed to be “commercial computer software” and “commercial Computer Software documentation,” respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable. Any use, modification, reproduction, release, performance, display or disclosure of the Software or accompanying documentation by the U.S. government or any agency thereof will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.

7.2 Export Restrictions. Member will comply with all applicable export control laws, regulations, rules, orders and other requirements of the United States and any other governmental authorities having jurisdiction, in its performance of this Agreement and its use of the Software, including, without limitation, the U.S, Export Administration Regulations (“Export Control Laws”). Member shall not download, transmit, export, re-export, or otherwise transfer (directly or indirectly) the Software or any related technology: (a) to any person, entity, or country prohibited by Export Control Laws (including, without limitation, the prohibition against exports, (i) into, or to a national or resident of, any country subject to a U.S. embargo or similar export restrictions; or (ii)to anyone on the U.S. Treasury Department's list of Specially Designated Nationals, the U.S. Department of Commerce's Denied Persons List or Entity List, or other export control lists); or (b) for any purpose prohibited by Export Control Laws, including, without limitation, nuclear, chemical or biological weapons proliferation or development of missile technology. Member will obtain any necessary export licenses, approvals or other documentation prior to exporting or re-exporting the Software or related technology.

73 Arbitration and Governing Law. This Agreement will be interpreted and construed in accordance with the laws of the State of Arizona and the United States of America, without regard to conflict of law principles. All disputes arising out of, related to, or in connection with this Agreement will be litigated in the state or federal courts in Maricopa County, Arizona and the parties hereby consent to the exclusive jurisdiction of such courts.

74 Notices. Any notice required or permitted under the terms of this Agreement or required by law must be in writing and must be: (a) delivered in person; (b) sent by first-class registered mail, or air-mail, or by overnight courier, in each case properly posted and fully prepaid; or (c) sent by facsimile, electronic mail or other form of wire or wireless communication to the recipient’s address indicated on the signature page hereof. Either party may change its address for notice by notice to the other party given in accordance with this Section. Notices will be considered to have been given at the time of actual delivery in person or by facsimile, electronic mail or other form of wire or wireless communication, 3 business days after deposit in the mail as set forth above, or one day after delivery to an overnight courier service.

7.5 Nonassignability and Binding Effect. Member may not assign or delegate this Agreement or any of its licenses, rights or duties under this Agreement without prior written consent of ODA. Notwithstanding the foregoing, Member may assign this Agreement without consent of ODA to an entity with which it has merged or that has otherwise succeeded to all or substantially all of its business, stock, or assets, and that has assumed in writing its obligations under this Agreement. Any attempted assignment in violation of this Section 7.5 will be void.

7.6 Severability. If any term, condition or provision in this Agreement is found to be invalid, unlawful or unenforceable to any extent, the parties shall endeavor in good faith to agree to such amendments that will preserve, as far as possible, the intentions expressed in this Agreement. If the parties fail to agree on such amendments, then such invalid term, condition, or provision will be severed from the remaining terms, conditions and provisions, which will continue to be valid and enforceable to the fullest extent permitted by law.

7.7 Integration. This Agreement constitutes the entire agreement between the parties and supersedes all previous communications, representations, understandings and agreements, whether oral or written, between the parties with respect to the subject matter of this

Agreement. I his Agreement may not be moditied or amended, except in writing and signed by a duly authorized representative of each party. Nothing in this Agreement shall be deemed to modify, amend or supersede Member’s membership agreement with ODA, which remains in full force and effect in accordance with its terms.

7.8 Waiver. Any waiver of the terms or conditions of this Agreement or of a party’s rights or remedies under this Agreement must be mutually assented to in writing by an officer of each party to be effective. The failure of a party to enforce any of the provisions of this Agreement at any time, or the failure to require performance by the other party of any of the provisions of this Agreement at any time, will in no way be construed to be a present or future waiver of such provisions, nor will such failure in any way affect the ability of a party to enforce each and every such provision thereafter.

7.9 Counterparts, This Agreement may be executed in counterparts, each of which so executed will be deemed to be an original. Such counterparts together will constitute one and the same agreement.

7.10 LIMITATION OF REMEDIES AND DAMAGES. THE LIABILITY OF ODA ARISING HEREUNDER WILL BE LIMITED TO FEES PAID BY MEMBER HEREUNDER. ODA WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, PUNITIVE, SPECIAL OR INDIRECT DAMAGES INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF REVENUE, LOSS OF PROFITS AND/OR BUSINESS INTERRUPTION, WHETHER FORESEEABLE OR NOT, AND WHETHER ARISING IN CONTRACT, TORT, OR NEGLIGENCE, EVEN IF ODA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING, ODA SHALL HAVE NO LIABILITY FOR ANY

DAMAGES, OF ANY TYPE OR NATURE, ARISING FROM OR RELATED TO HIGH RISK ACTIVITIES OF, OR ENGAGED IN BY, MEMBER. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. MEMBER ACKNOWLEDGES THAT THE FOREGOING LIMITATION OF LIABILITY IS A MATERIAL INDUCEMENT FOR ODA TO ENTER INTO THIS AGREEMENT.

EXHIBIT A -- SOFTWARE