LICENSE AGREEMENT WITH THE END USER

This End User License Agreement (“Agreement”) constitutes a legal Agreement between a private individual or a legal entity accepting it and INBIM SOFTWARE DESIGN, (“INBIM”) for the software product called XR BLUEPRINT, BIM CUT, AR TRAYS DISIGNER (“SOFTWARE PRODUCT”) supplied by hereunder, including computer software, copies of object code and all contents of the files, disk(s), CD(s) and other media to which this Agreement is attached, including any samples, printed materials, online or electronic documentation.
All copies of the SOFTWARE PRODUCT and any Updates to the SOFTWARE PRODUCT (if any) are licensed to you by INBIM in accordance with the terms of this Agreement. Any software, including any open source components and/or New Versions, provided with the SOFTWARE PRODUCT that is subject to a separate End User License Agreement is provided to you under the terms of such license agreement. By installing, copying, downloading, accessing or otherwise using the SOFTWARE PRODUCT, you agree to be bound by and accept without qualification the terms of this Agreement, which supersedes any other document and governs your use of the SOFTWARE PRODUCT unless otherwise you and INBIM have agreed to enter into a license agreement with INBIM expressly relating to the provision of the applicable SOFTWARE PRODUCT(S) in a confidential transaction, in which case such executed license agreement shall take precedence and govern your use of the SOFTWARE PRODUCT(S).
You agree that this Agreement is enforceable against you as any agreed upon written contract signed by you.If you do not agree to the terms of this Agreement, you may not and must not download, install or use the SOFTWARE PRODUCT.

1. DEFINITIONS. When used in this Agreement, the following terms have the meanings set forth below, and other capitalized terms used in this Agreement have the meanings assigned to them in this Agreement:
A) “Core” is the physical processor of the server, capable of responding to and executing basic computer control commands. A central processing unit (CPU) may have one or more Cores, and a given server may have multiple sockets, each of which may include multiple Cores.
B) “Desktop version of the SOFTWARE PRODUCT” is an independent application controlled from a local disk and does not require a network connection to operate.
C) “Installation manual” is a computer file in Microsoft Word or Adobe PDF format, or a text file containing information that the User may need to install or use the SOFTWARE PRODUCT.
D) “Primary License” means the license(s) for the SOFTWARE PRODUCT granted to you for general industrial use under the terms and conditions set forth in this Agreement.
E) “Additional License” means the SOFTWARE PRODUCT license(s) granted by INBIM for individual SOFTWARE PRODUCTS for specific purposes in addition to Primary Licenses. Each Additional License requires a Primary License, and the term of the Additional License must not exceed the term of the corresponding Primary License.
F) “System” denotes the physical location or use location in which the SOFTWARE PRODUCT is located and used on an individual server, or to which INBIM has assigned a single operational identification number (“Site ID”).
G) “Update” means any modified version, correction or change to the SOFTWARE PRODUCT.
H) “New Version” means each new release of the SOFTWARE PRODUCT resulting from architectural, major or minor changes to the SOFTWARE PRODUCT. New versions may be provided with a separate Agreement. The Agreement provided with the New Version supersedes any Agreement or signed license agreement that applies to previous versions of the SOFTWARE PRODUCT.
I) “User” denotes you or a private individual who is your employee. The User may also be your contractor who needs to use the SOFTWARE PRODUCT temporarily to provide services on your behalf.
J) “Internet version of the SOFTWARE PRODUCT” is a web service-based SOFTWARE PRODUCT, accessed by the User exclusively through the World Wide Web, Internet or intranet.
K) “XML Files” denotes XML (Extensible Markup Language) files generated by the SOFTWARE PRODUCT (as applicable).
L) “XSL Style Sheets” means an XSL (Extensible Style Sheet Language) presentation of a class of XML Files that, when included in a SOFTWARE PRODUCT, describes how elements of the class are converted into an XML (Extensible Markup Language) document using a list of format commands.

2. GRANT OF LICENSE. Provided no violation of any of the terms of this Agreement is present on your part, INBIM hereby grants you a limited, non-exclusive license to install and use the SOFTWARE PRODUCT, in object code form only, strictly for your internal purposes and strictly in accordance with this Agreement. The license is not transferable unless otherwise expressly stated in this Agreement. You accept full responsibility for selecting the SOFTWARE PRODUCT to achieve your intended purposes, for its installation, use and for the results obtained from using the SOFTWARE PRODUCT.
       2.1 Minimum requirements. THE SOFTWARE PRODUCT may require that your System meet certain minimum software, hardware and/or Internet connection requirements. Specific minimum software, hardware and/or Internet connection requirements vary by SOFTWARE PRODUCT and license type and may be provided by INBIM upon request.
       2.2 Type and mode of license. SOFTWARE PRODUCTS are provided under license. There are two types of licenses (three subtypes of licenses in total), listed below. The type and mode of license for the SOFTWARE PRODUCT that you have subscribed to or received by you is determined (as abbreviated below) by the product description contained in the quotation, price offer, or on the package of the SOFTWARE PRODUCT; and, if a license electronic control tool is included in the SOFTWARE PRODUCT, it is verified by the INBIM licensing system. Each license of the SOFTWARE PRODUCT is subject to this Agreement.

                 2.2.1 Types of Licenses:
(a) A paid regular SOFTWARE PRODUCT license distributed online through the Internet (information and telecommunications network) (Online version) allows Users to send to the server and receive from the server all available licenses for the SOFTWARE PRODUCT. At any time, you may run as many copies of the SOFTWARE PRODUCT for which you have licenses. If the SOFTWARE PRODUCT can operate offline as specified in the Installation Manual, the User may obtain a license from the System for mobile or home use, thereby reducing the total number of licenses until the license is sent back to the System. For correct operation of the SOFTWARE PRODUCT, a continuous, uninterrupted connection to the Internet is required. If the expected number of Users of the SOFTWARE PRODUCT exceeds the number of licenses, and if there is no license management tool built into the SOFTWARE PRODUCT, a reasonable mechanism or process must be used to ensure that the number of persons simultaneously using the SOFTWARE PRODUCT does not exceed the number of licenses. You agree to the use of the licensing mechanism, license files, hardware keys and other protective devices associated with the SOFTWARE PRODUCT, and agree not to attempt to disable, decompile or copy such devices.
(b) The paid regular license of the SOFTWARE PRODUCT, BOX-version, permits a single copy of the SOFTWARE PRODUCT to be stored on your hard drive and downloaded for use on a single specified workstation, or, in the case of software designed for use on a portable device, for use on the only one specific portable device. To activate/use this version, in some cases access to the Internet may be required.
(c) The free trial license is intended solely to get you familiar with the basic functions of the SOFTWARE PRODUCT. INBIM has the right to restrict access to the trial license at any time without prior notice. However, INBIM allows the use of the Free Trial License on its servers for a maximum period of thirty (30) calendar days in total. You acknowledge that the SOFTWARE PRODUCT will cease to operate upon expiration of the stated license term and, accordingly, any files or output created using the SOFTWARE PRODUCT obtained under a free trial license will be accessed entirely at your own risk. INBIM is under no circumstances responsible for the integrity or performance of files created or modified using the SOFTWARE PRODUCT obtained under a free trial license.

Versions (a) and (b) are provided on a paid basis, at rates established by INBIM, the current version of schedule of rates for these types of licenses is located at https://3d-inbim.com/, and can be changed at any time by INBIM. By using the SOFTWARE PRODUCT, you undertake to ensure timely familiarization with the current version of the rates established by INBIM. By continuing to use the SOFTWARE PRODUCT, you automatically accept all new versions of the INBIM rates, unless you have submitted a written refusal to use the INBIM SOFTWARE PRODUCT, received by INBIM no later than 3 days from the date of entry into force of the new version of the rates, the license in this case is terminated from the statement of refusal date, and the period until the date of termination is paid at the last rates you accepted.
       2.3 Updates and New Versions. If the SOFTWARE PRODUCT is an Update or a New Version to a previous version of the SOFTWARE PRODUCT, you must have a valid license for such a previous version in order to use the Update or the New Version. The SOFTWARE PRODUCT and any previous version thereof may not be used or transferred to any third party. All Updates and New Versions are provided to you on a license exchange basis and are subject to all terms and conditions of this Agreement provided with the latest version of the SOFTWARE PRODUCT. By using an Update or a New Version, you (1) agree to voluntarily waive your right to use any previous versions of the SOFTWARE PRODUCT, except to the extent that the previous version is necessary to upgrade to the Update or New Version; and (2) acknowledge and agree that any obligation that INBIM may have to maintain the previous version(s) of the SOFTWARE PRODUCT shall cease upon the availability of the Update. If an Update is provided, you agree to take immediate action to install such Update as directed by INBIM. If you do not do so, you acknowledge that the SOFTWARE PRODUCT may not operate properly and that you may not be able to use all available features of the SOFTWARE PRODUCT. In such event, INBIM shall not be responsible for any additional costs incurred by you as a result of failure to install such an Update.

3. YOU HAVE THE FOLLOWING RIGHTS UNDER YOUR LICENSE:
       3.1 You have the right to make one copy of the storage media of the SOFTWARE PRODUCT in machine-readable or printed form and solely for backup purposes. INBIM retains ownership of all copies created by the User. You may not assign rights to a backup copy unless you assign all rights to the SOFTWARE PRODUCT and license as provided in Section 3.1.2. Any other copying of the SOFTWARE PRODUCT, any use of copies in excess of the number of copies for which you are authorized and have paid for, and any distribution of the SOFTWARE PRODUCT not expressly authorized by this Agreement is a violation of this Agreement and federal law and the norms of the current applicable law.

       3.2 For Internet versions of the SOFTWARE PRODUCTS:
                  3.2.1. You may download this Internet version of the SOFTWARE PRODUCT on multiple computers as part of a group acting as a single web server, provided that you have received the appropriate number of Download Distribution Licenses or the number of Cores from INBIM, and the total number of map servers used or the number Cores do not exceed the number of licenses.
                  3.2.2 Unless otherwise provided in the Installation Manual, you may copy and distribute the Java script source files to support the output test vector map type of the Internet version of the SOFTWARE PRODUCT and your interrelated websites, and you may make derivative works solely for your internal use.
       3.3 Unless otherwise provided in the Installation Manual, for SOFTWARE PRODUCTS containing XSL Style Sheets for presentation of XML Files, you may use XSL Style Sheets and derivative works only for purposes of presenting XML Files and derivative works thereof (collectively referred to as “XML Products”) for your enterprise. You may not redistribute XSL Style Sheets and XML Products separately. XSL Stylesheets may not be used to produce libelous, defamatory, fraudulent, obscene, indecent or pornographic materials, or any materials that infringe intellectual property rights of third parties or are otherwise unlawful. All XSL Style Sheets provided with the SOFTWARE PRODUCT are and will remain the property of INBIM.
       3.4 Unless otherwise specified in the Installation Manual, for SOFTWARE PRODUCTS provided with Application Programming Interface (“API”) and/or configuration settings, you may use API to write your own extensions to SOFTWARE PRODUCTS and you may use configuration settings to configure the SOFTWARE PRODUCT, but only within the framework provided by the API and/or configuration settings.
In case if INBIM does not transfer to you any rights for their Intellectual Property (according to definition of this term in Section 6.1.2) by granting you permission to write your own extensions using API or to configure the software through configuration settings, you hereby agree and acknowledge that INBIM retain all rights to their SOFTWARE PRODUCT, API and configuration settings.
INBIM grant no representations or warranties concerning such extensions and/or configurations and, to the fullest extent permitted by applicable law, INBIM and their suppliers disclaim all warranties, express or implied, with respect to such extensions and/or configurations, including implied warranties of merchantability, fitness for a particular purpose, high risk usage and non-infringement.
Your use of such extensions and/or configurations is at your own risk and you hereby agree to indemnify and hold INBIM and their suppliers harmless in connection with such extensions and/or configurations.

       3.5 You bear the sole responsibility and risk for copying of any systems, software, applications and data and for the proper use of the SOFTWARE PRODUCT.
       3.6 At all times, you must retain, reproduce and include all copyright, patent, trademark and authenticity notices on any copies, modifications and parts of the SOFTWARE PRODUCT, including when installing it, using it, obtaining a license from the server, submitting a license to the server, and/or merged with another program.

4. UNDER YOUR LICENSE, THERE ARE CERTAIN THINGS PROHIBITED:
       4.1 You may not sell, rent, license, lease, loan or otherwise transfer the SOFTWARE PRODUCT or any copy, modification, or combination of software elements thereof to another company or entity (i.e., intercompany transfer) or to any other person. Any such unauthorized transfer will result in automatic and immediate termination of the license.
       4.2 You yourself do not have the right, and may not authorize any other person, to decompile, disassemble or otherwise conduct reverse engineering of the SOFTWARE PRODUCT.
       4.3 You yourself do not have the right, and may not authorize any other person, to get round any hardware limitations of the SOFTWARE PRODUCT.
       4.4 You yourself do not have the right, and may not authorize any other person, to publish the SOFTWARE PRODUCT for others to copy or use.
       4.5 You yourself may not, and may not authorize any other person to use, copy, modify, distribute, disclose, license or transfer the SOFTWARE PRODUCT or any of copies, modifications or combinations of software elements thereof, in whole or in part, except as expressly provided by this Agreement.
       4.6 You yourself may not, and may not authorize any other person, to reuse constituent parts of the SOFTWARE PRODUCT on a software product other than the one you are licensed to use; or to use it on other computers. The SOFTWARE PRODUCT is licensed as a single product.
       4.7 You yourself may not, and may not authorize any other person to get around any SOFTWARE PRODUCT licensing mechanism or licensing rules.
       4.8 You yourself may not, and may not authorize any other person to use or study the SOFTWARE PRODUCT for any purpose contrary to the interests of INBIM.
       4.9 You yourself may not, and may not authorize any other person to use the SOFTWARE PRODUCT in any way that does not comply with the conditions expressly stated in this Agreement.
       4.10 For the Box-version of SOFTWARE PRODUCTS:
(1) You may not use the SOFTWARE PRODUCT for web-based applications.
(2) You may not allow multiple Users to use the SOFTWARE PRODUCT on the same workstation at the same time.
       4.11 THE SOFTWARE PRODUCT is not one hundred percent (100%) fault resistant. THE SOFTWARE PRODUCT is designated or intended for use in no situation in which any error or malfunction of the SOFTWARE PRODUCT could result in death or serious body injury to any person or in serious financial, property or environmental damage (“High Risk Conditions”). You are not permitted to use the SOFTWARE PRODUCT in or in connection with High-Risk Conditions. Use in High-Risk Conditions is STRICTLY PROHIBITED. Use in High-Risk Conditions includes, for example, the following: operating aircraft or other means of mass transport of persons, nuclear or chemical facilities, or Class III medical devices. You hereby agree not to use the SOFTWARE PRODUCT in or in connection with High-Risk Conditions.
       4.12 For Online version of the SOFTWARE PRODUCTS:
(1) You do not have the right to apply the Internet version of SOFTWARE PRODUCTS to use the software as a service or hosting without the prior written consent of INBIM.
       4.13 Release from liability on your part. You agree to indemnify and hold INBIM harmless from any causes of action, claims, costs, expenses and/or damages caused to INBIM by reason of your or any User’s violation of any of the limitations and prohibitions set forth in this Agreement.

5. DURATION. This Agreement is effective until terminated or until your software subscription or lease expires without renewal.
This Agreement may be terminated
(1) by you by returning the original SOFTWARE PRODUCT to INBIM or by permanently deleting the SOFTWARE PRODUCT along with all copies, modifications and combinations of software components thereof in any form, (2) by INBIM if you fail to comply with any of obligations of the present Agreement or the terms of this Agreement or your failure to pay the applicable license or subscription fee(s); (3) at the moment you install a New Version transferred under a new license agreement that applies to a New Version of the SOFTWARE PRODUCT; and (4) upon expiration of the applicable license files, if the license granted is temporary. You agree upon termination of this Agreement or the expiration of your subscription to the Software Product (whichever occurs first), to cease using and permanently delete the SOFTWARE PRODUCT (and all copies, modifications and combinations of elements of the SOFTWARE PRODUCT in any form, and all components of the SOFTWARE PRODUCT) and confirm in writing to INBIM the fact of such deletion.

6. CHECKS. INBIM have the right, during your normal business hours, to audit your use of the SOFTWARE PRODUCT and your compliance with this Agreement. INBIM must give you thirty (30) days advance notice of the audit.
The right to conduct an inspection can be exercised twice during a calendar year.
Before the review begins, INBIM staff will sign a reasonable non-disclosure agreement provided by you.
During the audit, you must provide INBIM employees with reasonable access to your records and personnel.
Costs associated with verification will be borne by INBIM unless the verification results indicate that you have outstanding payment obligations to INBIM, in which case you agree to immediately make such payments to INBIM at the rates previously agreed upon in respect of the license to SOFTWARE PRODUCT or software subscriptions plus interest on such unpaid amounts from the original due date; or at the rate of three percent (3%) per month or the highest rate permitted by applicable law, whichever of these amounts is the lesser), and also agree to bear all costs associated with the verification.

7. INTELLECTUAL PROPERTY.
       7.1 Ownership.
                  7.1.1 Software. ALL SOFTWARE PRODUCTS ARE THE PROPERTY OF INBIM AND OTHER THIRD PARTIES AND ARE SUBJECT TO PROTECTION OF COPYRIGHT LAWS AND INTERNATIONAL TREATIES.
INBIM AND SUCH THIRD PARTIES RESERVE OWNERSHIP IN THE SOFTWARE PRODUCTS AND ALL COPIES, MODIFICATIONS AND COMBINATIONS OF ELEMENTS OF THE SOFTWARE PRODUCTS AT ANY TIME.
Under this Agreement, the SOFTWARE PRODUCTS are licensed and not sold.
INBIM and other third parties reserve all proprietary rights in all SOFTWARE PRODUCTS, including all Intellectual Property Rights in all SOFTWARE PRODUCTS.
All rights not expressly granted to you under this Agreement or any other applicable third-party software license agreement or related terms and conditions are reserved by INBIM and such third parties.
This agreement does not provide for the delivery of any source text unless INBIM has agreed otherwise in writing.
Additional information regarding INBIM’s patents, including a list of registered patents covering the INBIM SOFTWARE PRODUCTS, is available at: https://3d-inbim.com/.
                  7.1.2 Intellectual property. You acknowledge and agree that INBIM and third-party manufacturers, as applicable, own all rights to the trade names of INBIM and the respective third-party manufacturers, and no rights or permissions are granted to you under this Agreement to use such trade names.
You further acknowledge and acknowledge that INBIM and their third party manufacturers, where applicable, own all rights, title and interest in and to all intellectual property relating to the SOFTWARE PRODUCT including, but not limited to, patents, trademarks, inventions (registerable or not), trade secrets, concepts, ideas, methods, processes, formulas, algorithms, logic design, screen visualizations, circuits, input and output computer programs and (collectively, “Intellectual Property”).
If you assert a patent claim against INBIM or any third-party manufacturer for patents that you claim to be infringed by the SOFTWARE PRODUCT, your patent license granted by INBIM or any third-party manufacturer(s) to SOFTWARE PRODUCT is automatically terminated.
       7.2 Violation of Intellectual Property Rights.
                  7.2.1 Protection of rights by INBIM. In the event that the SOFTWARE PRODUCT, in the opinion of INBIM, is likely to become or becomes the subject of a claim of infringement of any properly granted Intellectual Property Rights, INBIM may, in its sole discretion and at its own expense, (1) procure for you the right to continue to use the SOFTWARE PRODUCT; (2) modify the SOFTWARE PRODUCT so that it does not infringe such rights but retains its functional characteristics; (3) replace the SOFTWARE PRODUCT with a SOFTWARE PRODUCT that does not infringe such rights but retains the functionality;
or (4) provide you with a refund in proportion to the actual amount you paid to INBIM for the SOFTWARE PRODUCT.
                  7.2.2 Release of liability on your part. In the event that any legal action (claims, demands or complaints) is based (in whole or in part) on modifications, improvements and additions made by you or any person or entity on your behalf, or on your use of the SOFTWARE PRODUCT in combination with other products not supplied by INBIM, you agree to indemnify and defend, at your sole expense, all of INBIM’s proprietary rights in the SOFTWARE PRODUCT and INBIM’s good name and reputation in good faith and in a manner as if the action were brought against you.
You agree to reimburse INBIM for all defense costs, including all reasonable attorneys’ fees, incurred by INBIM in defending such claim and to pay any amount ordered by the court to be paid by INBIM.
You must conduct such defense with assistance of the counsel you select, and INBIM shall cooperate to the extent necessary with such counsel at your expense. You will have sole control of such defense, but you will allow INBIM to reasonably participate in their own defense and you will cooperate with INBIM to the extent necessary to resolve any claim.
Notwithstanding the foregoing, INBIM may at any time elect to assume the defense of INBIM at INBIM’s expense, and you shall provide your cooperation and assistance in transferring such defense to INBIM and in connection with such defense.

7.3 DISCLAIMER OF WARRANTIES REGARDING INTELLECTUAL PROPERTY AND LIMITATION OF LIABILITY. THE LIMITED WARRANTIES WITH REGARD TO INTELLECTUAL PROPERTY SET FORTH IN THIS AGREEMENT ARE PROVIDED IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, RELATING TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, AND THESE LIMITED WARRANTIES REGARDING INTELLECTUAL PROPERTY, TOGETHER WITH THE REMEDIES SET FORTH, EXPRESSLY REFLECT INBIM’S WARRANTY AND LIABILITY DISCLAIMERS WITH RESPECT TO VIOLATION OF INTELLECTUAL PROPERTY RIGHTS.
THE LIMITED WARRANTIES REGARDING INTELLECTUAL PROPERTY GIVE YOU CERTAIN LEGAL RIGHTS.
YOU MAY HAVE OTHER RIGHTS, WHICH MAY VARY FROM JURISDICTION TO JURISDICTION.
IF ANY PORTION OF THIS DISCLAIMER OF EXPRESS AND IMPLIED WARRANTIES AND LIMITATION OF LIABILITY IS FOUND TO BE INVALID, INBIM DISCLAIMS EXPRESS AND IMPLIED WARRANTIES AND LIMITS THEIR LIABILITY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
IF THE LAW APPLICABLE TO THIS AGREEMENT PROVIDES GREATER WARRANTY AND LIABILITY, INBIM WARRANTS THE SOFTWARE PRODUCT AND ACCEPTS LIABILITY TO THE MINIMUM EXTENT REQUIRED HEREIN BY THE SPECIFIED LEGISLATION.

8.0 LIMITED WARRANTY
       8.1 INBIM warrants that the media supplied with the SOFTWARE PRODUCT will be free from defects in material and quality for a period of thirty (30) days from the date of shipment when the SOFTWARE PRODUCT is used under normal conditions and in strict accordance with the terms and conditions of this Agreement.
You agree to immediately notify INBIM of any unauthorized use, repair, modification or misuse of the SOFTWARE PRODUCT or any suspected defect in the media containing the SOFTWARE PRODUCT supplied.
       8.2 INBIM confirm that they have the right to issue this license.
       8.3 THE FOREGOING LIMITED WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, AND CONSTITUTE INBIM’S ENTIRE WARRANTY.
THE LIMITED WARRANTIES REGARDING INTELLECTUAL PROPERTY GIVE YOU CERTAIN LEGAL RIGHTS.
YOU MAY HAVE OTHER RIGHTS, WHICH MAY VARY FROM JURISDICTION TO JURISDICTION. IN THE EVENT THAT THIS WARRANTY SECTION IS NOT COMPLIANT WITH YOUR LOCAL LAW, THE MINIMUM WARRANTY PERIOD PERMITTED BY YOUR JURISDICTION WILL APPLY.

9. LIMITATION OF WARRANTY. ALL WARRANTIES PROVIDED PURSUANT TO THIS AGREEMENT SHALL BE VOID IF THE FAILURE OF THE COVERED PRODUCT IS A DIRECT OR INDIRECT RESULT OF UNAUTHORIZED USE OR MISUSE OF THE PRODUCT AND ITEMS COVERED BY THE WARRANTY, INCLUDING, WITHOUT LIMITATION, THE USE OF THE PRODUCT COVERED SUBJECT TO THE WARRANTY, IN THE EVENT OF ABNORMAL OPERATING CONDITIONS, UNAUTHORIZED MODIFICATION OR REPAIR OF A COVERED PRODUCT OR FAILURE TO PERFORM ROUTINE SERVICING OF A COVERED PRODUCT.
EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, INBIM AND THEIR SUPPLIERS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SOFTWARE PRODUCT, INCLUDING (BUT NOT LIMITED TO) THE IMPLIED WARRANTIES OF MERCHANTABILITY, DURABILITY, FITNESS FOR A PARTICULAR PURPOSE, HIGH RISK USE AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.
INBIM DOES NOT WARRANT THAT ANY SOFTWARE PRODUCT WILL MEET YOUR REQUIREMENTS AND UNDER NO CIRCUMSTANCES WARRANTS THAT THE OPERATION OF ANY SOFTWARE PRODUCT WILL BE UNINTERRUPTED OR ERROR-FREE.
THE SOFTWARE PRODUCT IS PROVIDED “AS IS” AND YOU SOLELY ASSUME THE RISK OF USE OF THE SOFTWARE PRODUCT.
IN THE EVENT ANY PORTION OF THIS LIMITATION OF EXPRESS OR IMPLIED WARRANTY IS FOUND TO BE INVALID, THEN INBIM DISCLAIMS WARRANTIES, EXPRESS OR IMPLIED, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
IF THE LAW APPLICABLE TO THIS AGREEMENT PROVIDES GREATER WARRANTY AND LIABILITY, INBIM WARRANTS THE SOFTWARE PRODUCT AND ACCEPTS LIABILITY TO THE MINIMUM EXTENT REQUIRED HEREIN BY ANY LEGISLATION.

10. LIMITATION OF LIABILITY. YOU ASSUME FULL AND ABSOLUTE RESPONSIBILITY FOR YOUR USE OF THE SOFTWARE PRODUCT.
INBIM OR THEIR SUPPLIERS SHALL IN NO EVENT BE LIABLE FOR AND EXCLUDES, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANY LIABILITY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES, RESULTING FROM LOSS OF PERFORMANCE OR NON-RELEASE PRODUCTS, LOST REVENUE OR PROFIT, LOSS OF DATA, LOSS OF BUSINESS INFORMATION, PRODUCTION DOWNTIME, THIRD PARTY CLAIMS OR ANY OTHER MONETARY DAMAGES ARISING OUT FROM THIS AGREEMENT AND/OR THE USE OR INABILITY TO USE THE SOFTWARE PRODUCT, EVEN IF INBIM HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
INBIM SHALL IN NO EVENT BE LIABLE FOR ANY CLAIMS, DAMAGES, OR OTHER LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE DOWNLOADING, VIEWING, USE, COPYING, DISTRIBUTION, OR DISCLOSURE OF ANY SELECTED DATA PROVIDED BY INBIM, INCLUDING BUT NOT LIMITED TO ANY CLAIMS, LIABILITY, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, LOSS OR CORRUPTION OF DATA ARISING OUT OF OR RELATED TO THE SAMPLE DATA, USE OR OTHER ACTIONS RELATING TO THE SAMPLE DATA.
INBIM’S ENTIRE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU TO INBIM FOR THE SOFTWARE PRODUCT OR SOFTWARE PRODUCT SUBSCRIPTION THAT IS THE SUBJECT OF THE DISPUTE AT THE POINT OF OCCUPATION OF THE INITIAL EVENT GIVING RISE TO THE FILE OF THE CLAIM.
EXCEPT TO THE EXTENT PROVIDED OTHERWISE BY APPLICABLE LAW, NO CLAIM, REGARDLESS OF FORM, ARISING OUT OF OR RELATING TO THIS AGREEMENT MAY BE BROUGHT BY YOU LATER THAN ONE (1) YEAR AFTER THE INITIAL EVENT GIVING RISE TO THE ACTION. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
IF ANY PORTION OF THIS SECTION IS FOUND TO BE INVALID, THEN INBIM LIMITS THEIR LIABILITY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
       10.1 In the event that the SOFTWARE PRODUCT to a great extent fails to conform to the limited warranties set forth in this Agreement, INBIM’s entire liability and your exclusive remedy shall be, at INBIM’s sole and complete discretion, either (1) modification, repair or replacement of the SOFTWARE PRODUCT, or (2) terminate this Agreement and reimburse you on a pro rata basis for the actual amount you paid to the Company for the SOFTWARE PRODUCT for the period during which the SOFTWARE PRODUCT materially failed to conform to the limited warranties set forth in this Agreement.
Any replacement, Upgrade and/or New Release made during the original warranty period will be warranted only for the remainder of the original warranty period.
Until INBIM completes any remedy set forth above, such pending remedy shall not be deemed to have failed of its essential purpose.
       10.2 INBIM acts on behalf of their suppliers solely for the purpose of disclaiming, excluding and/or limiting obligations, warranties and liabilities as provided in this Agreement and not for anything else or for any other purpose.

11.0 LIMITATIONS
       11.1 Territorial restriction of use. Without the express written permission of INBIM, use of the SOFTWARE PRODUCT outside the country in which it is licensed is strictly prohibited.
       11.2 Non-disclosure. You understand that INBIM has information and data of commercial value to INBIM’s ongoing business, including, without limitation, intellectual property that has been developed, created, or discovered by INBIM or that has become known or transferred to INBIM (“Confidential information”).
INBIM treats such Confidential Information as proprietary and confidential.
You agree to treat as private and confidential and maintain such Confidential Information of INBIM and any information or data provided by INBIM in any form as you would treat your own private and confidential information and data, but in any way exercise reasonable care and comply with all licensing, copyright, patent, trade and trade secret laws as they may relate to any INBIM Confidential Information or other information or data provided by INBIM.

12.0 GENERAL PROVISIONS
       12.1 Entire Agreement. You acknowledge that you have read this Agreement, understand it and agree to be bound by its terms and conditions.
You further agree that this Agreement is the complete and exclusive statement of the agreement between you and INBIM with respect to the subject matter of the present Agreement and that this Agreement supersedes any proposal or prior agreement, whether oral or written, and any other communications between you and INBIM regarding the subject matter of this Agreement.
This Agreement may be amended by a written document signed by you and INBIM; however, certain INBIM SOFTWARE PRODUCTS and New Versions thereof may be subject to additional or different, as the case may be, terms and conditions contained in an Addendum to the Agreement or a separate Agreement provided with the applicable SOFTWARE PRODUCT or its New Version. Any reproduced copy of this Agreement made by reliable means (such as printing, photocopying or facsimile) shall be deemed to be an original.
       12.2 Separability of provisions. Whenever possible, each provision of this Agreement will be interpreted so as to be valid and effective under applicable law.
However, if any provision of this Agreement is prohibited or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, and the remainder of such provision or the remaining provisions of this Agreement shall remain enforceable.
       12.3 Headings. The various headings are included in this Agreement for convenience only and do not affect the meaning or interpretation of this Agreement or any section or provision of this Agreement.
       12.4 Non-Waiver. Any failure of either party to perform under this Agreement shall not constitute a waiver of any remedies it may have for any breach of this Agreement and shall not affect that party’s right to exercise them.
       12.5 Notices. Any notice or other message (“Notice”) required or permitted by this Agreement will be in writing and delivered personally or sent by email, facsimile, overnight delivery, express mail, insured or registered mail, postage prepaid, and with notification of delivery.
The notice delivered in person will be deemed to have been successfully delivered only if confirmed in writing by the person to whom it is given.
The notice sent by e-mail or fax will be deemed successfully delivered when forwarded, provided that the recipient sends written acknowledgment of receipt of the message to the sender. The notice sent by overnight delivery or express mail will be deemed successfully delivered within twenty-four (24) hours after mailing. The notice sent by insured or registered mail shall be deemed successfully delivered within forty-eight (48) hours after it is deposited at the post office.
If the commencement of any term in this Agreement is contingent upon the delivery of a Notice to one or more parties, that term will begin only after all required Notices have been deemed delivered. INBIM’s address for receiving Notices is: INBIM sale@3d-inbim.com
       12.6 Assignment. Neither party may assign any of its rights or transfer any of its obligations under this Agreement without the prior written consent of the other party, except that INBIM may assign its rights and obligations under this Agreement without your consent: (1) to an entity acquiring all or a majority of the assets of INBIM or a division of INBIM that provides products or services under this Agreement; (2) an entity purchasing all or a majority of the products or a line of merchandise under this Agreement; or (3) to any subsidiary, affiliate or successor as a result of a merger or acquisition of INBIM.
Any attempt by you to sublicense, assign or transfer a license or SOFTWARE PRODUCT, except as expressly provided in this Agreement, shall be null and void and shall result in immediate termination of the license.
       12.7 Other INBIM software products.
If you own or use other INBIM SOFTWARE PRODUCTS, please read this Agreement and all of its terms and conditions carefully, as the terms may vary.
       12.8 Limited nature of the relationship. You and INBIM are entering a relationship of independent contractors, and neither you nor your intermediaries have any authority to bind INBIM in any way.
       12.9 Applicable legislation, venue of judicial dispute and jurisdiction. This Agreement shall in all respects be construed and performed in conformity and in accordance with the laws of the United Arab Emirates (UAE).
You and INBIM agree that any legal action or proceeding directly or indirectly arising out of or relating to this Agreement will be brought in the appropriate court in the jurisdiction of INBIM.
You and INBIM agree to submit to such jurisdiction and agree that the proper venue for such litigation or proceeding is such court. This Agreement will not be governed by the principles of conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, and their application is expressly excluded.
       12.10 Official language. The prevailing language of this Agreement is English. If you receive a translation of this Agreement into another language, it is provided solely for your convenience.
       12.11 Validity period. Provisions of this Agreement requiring or considering the issue of performance after the expiration or termination of this Agreement shall be enforceable notwithstanding such expiration or termination.
       12.12. The current version of this agreement is located at https://3d-inbim.com/. You ensure timely familiarization with the text of this agreement on your own. You cannot rely on the fact that you have not read the current version of this agreement as a fact that relieves you from fulfilling any obligations under this agreement or relieves you from liability for any violation of the provisions of this agreement.