Customer Upgrade Request Form

Hexagon PPM Software Order Form
 
Please note: This form is SSL secured and can also be found at this secure location: https://fs12.formsite.com/coade/form119/secure_index.html
 
To place an order you are required to provide the information requested below. Please provide full and accurate answers to each question.

If you have any questions please contact Hexagon PPM Global Order Desk, at 1-256-730-3401, or orders.ppm@hexagon.com.

User Contact & Shipping Information:

This Order Form is available for use by USA buyers only.
 
If you are an International user, please contact your local distributor
(Hexagon PPM Authorised Dealer List: http://www.coade.com/dealer.shtml)

Billing Contact Information:

Is the User Shipping and Billing Information the same? *

Order Information:

Please select License Model: *
Would you like to receive the latest version of the software?
 *
Thank you! Your request will be submitted to the Hexagon PPM Order Desk. 
 
*** NOTE:
Software will be delivered electronically by our Software Delivery Desk if a dongle is not required for shipment. 
Please be sure to provide your accurate email address. 

License Information:

Do you need a new Dongle(s) shipped for this Lease order? *
What type of license key(s) would you like for the Lease? *
What type of license key(s) would you like for the Lease? *
How would you like the Lease configured? *
0/1000 characters





Payment & Terms:

Payment Type: *
Do you accept the applicable Intergraph Terms & Conditions below? *
INTERGRAPH CORPORATION, DOING BUSINESS AS HEXAGON PPM (“PPM”)
SOFTWARE LEASE AGREEMENT
THIS LEASE AGREEMENT is made this ______ day of _______________, _________ by and between
Intergraph Corporation, doing business as Hexagon PPM
305 Intergraph Way
1S C11
Madison, AL 35758
Attn: PPM Global Order Desk
Fax Number: (256) 730-3478
("Lessor")
and
_____________________________________
_______________________
_______________________
_______________________
(“Lessee”), for its office at ______________________________________________________________ (“Lease Site”).
Lessor is a supplier of computer software and desires to lease to Lessee certain computer Software Products, all as more fully described hereinafter.
Lessee desires to lease the Software Product(s) from Lessor.
In consideration of the mutual agreements herein contained, Lessor and Lessee do hereby agree as follows:
DEFINITIONS
1.1. “Documentation” shall mean, whether in electronic or printed form, User’s Guides, Installation Guides, Reference Guides, Administrator’s Guides, Customization Guides, Programmer’s Guides, Configuration Guides and Help Guides delivered with a particular Software Product supplied by Lessor to Lessee. Not all of the previous types of Documentation are delivered with each Software Product supplied by Lessor.
1.2. “eLicense” shall mean the Web based application, which may be amended from time to time, maintained by Lessor, which records, tracks and manages Lessee’s lease of the Software Product from Lessor. The information on eLicense identifies the type, quantities, Lease Site(s) and charges for the Software Product(s) leased by Lessee, said information which is incorporated herein by reference. Information from Lessee’s purchase orders is entered into eLicense.
1.3. “Hexagon Group Company” shall mean a company controlled directly or indirectly by Hexagon AB, a Swedish corporation.
1.4. “Key” shall mean an authorization code or a hardware device attached to a computer (dongle) for the purpose of authenticating the software licensed hereunder. Each copy of a software product must have an available license in the Key in order to function.
1.5. “Lease Site” shall mean the physical address where the leased Software Product is located as listed above. In the event of conflict, the information contained within eLicense shall control.
1.6. “Lessee” shall mean a legal entity as defined in the preamble of this Agreement.
1.7. “Lessor” shall mean the supplier of Software Products as defined in the preamble of this Agreement
1.8. “Software Product(s)” shall mean PPM computer software and all of the contents of the files, disks(s), CD-ROM(s) or other media, including any templates, data, printed materials, and “online” or electronic Documentation, all copies, and any upgrades, modified versions, and updates, of the Software Product.
1.9. “User” shall mean one Software Product process running from a workstation, terminal, server or other device as reflected within eLicense.

SOFTWARE PRODUCT
2.1. The Software Product provided by Lessor under this Agreement shall include all enhancements or features in such Software Product as of the date of shipment.
2.2. The Software Product is a proprietary product of Lessor, a Hexagon Group Company, and/or relevant third parties, and is protected by copyright law and international treaty. Title to this Software Product, or any copy, modification, or merged portion of this Software Product shall at all times remain with Lessor, a Hexagon Group Company, and/or such third parties.

TERM
3.1. This Agreement shall remain in full force and effect for a period of one (1) year after initial shipment or until terminated, as provided herein. This Agreement shall automatically renew at the end of its term (at the current charges at the time of renewal), unless (i) thirty (30) days prior to expiration of this Agreement either party gives written notice to the other party of its intention not to renew this Agreement and/or (ii) Lessee fails to send Lessor a purchase order for a subsequent twelve (12) month lease period. Each renewal of this Agreement shall be for a period of one (1) year.

CHARGES
4.1. Lessee shall pay Lessor for the Software Product leased from Lessor the charges described by Lessor in Lessee account shown and maintained on eLicense, said information which is incorporated herein by reference. A full month’s lease charge will be charged for any partial month’s utilization.
4.2. In addition to the payment of the Software Product lease charges, Lessee shall pay or reimburse Lessor for the following charges, if incurred:
a. The shipping, insurance and installation (if requested) charges as specified in Lessor’s quotation.
b. Return shipping charges of the Software Product upon termination of this Agreement by Lessee. In the event that Lessor shall terminate this Agreement, Lessor shall pay all return shipping charges.
4.3. All lease charges described in 4.2(a) and 4.2(b) shall be paid at such address of Lessor or as Lessor shall direct. Payment of these charges, and all other charges defined herein, shall be made to Lessor within thirty (30) days of Lessee's receipt of the invoice.
4.4. All lease charges are exclusive of, and Lessee shall be liable for, and shall indemnify and hold Lessor harmless from and against, any and all United States and/or any other country’s federal, state, municipal, or other governmental, withholding, excise, sales, use, value added or other taxes, tariffs, custom duties and importing fees (“Taxes”). Taxes shall expressly exclude any United States (i) federal, (ii) state, (iii) municipal, (iv) or other governmental income taxes, franchise taxes, business license fees and other like taxes measured by Lessor’s income, capital and/or assets. Total invoice amount for lease charges are subject to increase by the amount of any Taxes which Lessor is required to pay and / or which Lessee is required to withhold, collect or pay upon (i) the lease of the Software Product and/or (ii) lease charges so that the Lessor receives the full amount of the lease charges. Any certificate to exempt this Agreement from tax liability or other documentary evidence of statutory exemption shall be obtained by Lessee at Lessee’s expense.
4.5. Lessee agrees, at its own cost and expense, (i) to pay all operating expenses of each item of the Software Product; and (ii) to comply with all governmental laws, ordinances, regulations, requirements, and rules with respect to the operation of the Software Product.

SOFTWARE PRODUCT DELIVERY
5.1. Lessor shall arrange all shipments of the Software Product via electronic delivery or appropriate media to the site designated by Lessee. Changes to the installed quantities shall be provided by Lessor via appropriately coded Software Product Key. Electronic delivery is not available for all Software Products.

SOFTWARE PRODUCT LICENSE
6.1. During the term of this Agreement, and subject to the terms and conditions of Intergraph Corporation, dba Hexagon PPM’s Software License Agreement or the applicable third party Software License Agreement which is included with the Software Product and incorporated herein by reference, Lessor hereby grants to Lessee a nontransferable and non-exclusive license for the use of the Software Product at the Lease Site for the types and in the quantities and at the charges as they are described by Lessor in Lessee’s account shown and maintained on eLicense (which may be amended from time to time, said information which is incorporated herein by reference). In the event of conflict between this Agreement and the applicable Software License Agreement included with the Software Product, this Agreement shall take precedence. For certain Software Products and so designated in eLicense, a limited run license may be available. A limited run license expires after a specified number of analytical calculations have been executed. For example, in CAESAR II, an analysis is defined as an individual static or dynamic pipe stress analysis calculation. Limited run licenses are sold in multiples of fifty (50) calculations. For certain analysis Software Products and so designated in eLicense, a one-month lease license may be available.
6.2. Lessor may deliver to Lessee in the course of performance of this Agreement information considered by Lessor, or a Hexagon Group Company, to be confidential and proprietary, including, but not limited to, User interface, User Documentation, file formats, and product architecture. Lessee agrees not to disclose such information to third parties, except as required by law or as otherwise provided in this Agreement, unless such information is:
a. known to Lessee at the time of Lessor's disclosure; or
b. in the public domain at the time of Lessor's disclosure or at any time subsequent thereto; or
c. made available to the Lessee by a third party as a matter of right and without restriction on disclosure.
6.3. Upon expiration or termination of this Agreement, Lessee shall relinquish any license rights to the Software Product (including Documentation), and the Software Product and all copies thereof shall be returned to Lessor at Lessee’s expense.
6.4. Lessor reserves the right to audit the Lease Site to ensure the current authorized quantities of licenses are being utilized at the Lease Site.

TERMINATION
7.1. This Agreement may be terminated by either party for material breach by the other party or in the event that the other party becomes insolvent, files or has filed against it a petition in bankruptcy or should any substantial part of the other party's property be subject to any levy, seizure, assignment, application of sale for or by any creditor or governmental agency. The party seeking to terminate the Agreement shall provide written notice citing the cause(s) of termination to the other party. The termination shall be effective thirty (30) calendar days after the date of the written termination notice, unless the party to whom such notice is sent remedies the cause(s) cited within fifteen (15) days after the date of said notice.

ADDITIONAL SOFTWARE PRODUCTS
8.1. Lessor has no implied obligation to provide similar terms or rates to other organizations within Lessee's organization, its subsidiaries, or affiliated companies. Additionally, Lessor has no implied obligation to add to this Agreement other items of Software Product requested or ordered by Lessee except for additional Software Product Keys, nor to provide those other items under an Agreement with similar terms and rates.
8.2. For certain Software Products, Lessee is not allowed to fluctuate the lease quantity in eLicense during the term. Charges for such Software Products for which the lease quantity may not fluctuate are annual in advance and are due and payable in full on the first day of the Agreement. Charges for Software Products for which the lease quantity may fluctuate are monthly in accordance with the other provisions herein.
8.3. Fluctuation of license quantities under Lease: This section applies only to those Software Products listed in eLicense for which the license quantity may be fluctuated and specifically does not apply to those Software Products charged annual in advance. At any time during the term of this Agreement, Lessee may increase the number of licenses of the leased Software Product for which the license quantity may be fluctuated. At any time during the term of this Agreement, Lessee may reduce the number of licenses of the leased Software Product for which the license quantity may be fluctuated before the first of the month, but may not reduce the number of licenses of the leased Software Product below one license. For increase or reduction in the number of licenses of the leased Software Product to be effective, Lessor must receive either written notice of the increase or reduction of the number of licenses of the leased Software Product, or Lessee must increase or reduce the number of licenses of the leased Software Product by using eLicense. In the event Lessee increases or reduces the number of licenses of the leased Software Product for which the license quantity may be fluctuated during the term of this Agreement then the monthly lease charges shall be adjusted using the prices in Lessee account shown and maintained on eLicense, said information which is incorporated by reference. A full month’s lease charge will be charged for any partial month’s utilization.
8.4. Lessee may not make alterations in or attachments to the Software Product without the prior written consent of Lessor. If the alteration or attachment interferes with the satisfactory operation of the Software Product or substantially increases cost of maintenance, Lessee will remove the alteration or attachment and restore the Software Product to its prior condition.

DEFAULT
9.1. An event of default shall occur if:
a. Lessee fails to pay when due any lease charges and such failure continues for a period of fifteen (15) days.
b. Lessee ceases doing business, makes an assignment for the benefit of creditors, files a voluntary petition in bankruptcy, is adjudicated a bankrupt or an insolvent, or files a petition seeking reorganization, liquidation, dissolution or similar arrangement under present or future statute, law or regulation.
c. Lessee attempts to sell, transfer, assign, or otherwise convey Software Product to another party without Lessor’s prior written consent.
d. Lessee removes any product identification, copyright notices, or other notices or proprietary restrictions from the Software Product, or causes or permits the reverse engineering, disassembly, or decompilation of the Software Product.
9.2. Upon the occurrence of an event of default by Lessee, Lessor may terminate this Agreement and:
a. Declare that all sums due, and to become due hereunder, shall be immediately due and payable, and recover such sums.
b. Take appropriate actions either at law or in equity to enforce performance by Lessee of any and all covenants of this Agreement and to recover damages from the breach thereof.
c. Demand that Lessee immediately return the Software Product and all Documentation related thereto to Lessor at Lessee's expense to such place within the continental United States as Lessor may designate.
d. Request permission to enter into any premises under control or jurisdiction of Lessee or any agent of Lessee for the purpose of repossessing the Software Product. Lessee shall not unreasonably deny such permission.

WARRANTIES
10.1. Performance Warranty. Except for any reference data or solutionware contained in the Software Product, Lessor warrants for a period of thirty (30) calendar days from the date of shipment, that the Software Product shall perform substantially in accordance with the Documentation supplied with the particular Software Product. Reference data and solutionware are provided “as is” and without any warranties whatsoever.
10.2. Software Product Delivery Media. Lessor warrants for a period of thirty (30) calendar days from the date of shipment, that, under normal use, Software Product Delivery Media will be free of defects in material and workmanship.
10.3. LESSOR DOES NOT WARRANT THAT THE SOFTWARE PRODUCT WILL MEET LESSEE’S REQUIREMENTS, AND UNDER NO CIRCUMSTANCES DOES LESSOR WARRANT THAT THE SOFTWARE PRODUCT WILL OPERATE UNINTERRUPTED OR ERROR FREE.
10.4. If under the law ruled applicable to this Agreement a greater warranty is mandated, then Lessor warrants the Software Product to the minimum extent required by said law.
10.5. The foregoing warranties are void if failure of a warranted item results directly or indirectly from an unauthorized modification to a warranted item; an unauthorized attempt to repair a warranted item; or misuse of a warranted item, including without limitation use of a warranted item under abnormal operating conditions or without routinely maintaining a warranted item. Lessee agrees to promptly notify Lessor of any suspected defects in the Software Product Delivery Media or program.
10.6. Lessor’s entire liability under this Agreement and Lessee’s exclusive remedy shall be at Lessor’s sole and absolute discretion, either (i) the repair or replacement of any warranted item which during the warranty period does not meet the respective warranty given above or (ii) refund of the lease charges for the particular warranted item for the period of time during the warranty period that it did not conform to the warranty.
10.7. THE FOREGOING WARRANTIES ARE GIVEN IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESSED OR IMPLIED, AND REPRESENT THE FULL AND TOTAL OBLIGATION AND/OR LIABILITY OF LESSOR.

DISCLAIMER OF WARRANTIES
11.1. EXCEPT AS PROVIDED HEREIN, LESSOR MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SOFTWARE PRODUCT, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
11.2. IF UNDER THE LAW RULED APPLICABLE TO THIS AGREEMENT ANY PART OF THE ABOVE DISCLAIMER OF EXPRESSED OR IMPLIED WARRANTIES IS INVALID, THEN LESSOR DISCLAIMS EXPRESS OR IMPLIED WARRANTIES TO THE MAXIMUM EXTENT ALLOWED BY SAID LAW.

LIMITATION OF LIABILITY
12.1. IN NO EVENT WILL LESSOR OR A HEXAGON GROUP COMPANY BE LIABLE TO LESSEE FOR ANY DAMAGES WHETHER DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF USE OR PRODUCTION, LOSS OF REVENUE OR PROFIT, LOSS OF DATA, OR CLAIMS OF THIRD PARTIES, EVEN IF LESSOR HAS KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES.
12.2. UNDER NO CIRCUMSTANCE SHALL LESSOR’S OR A HEXAGON GROUP COMPANY’S LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT THAT LESSOR HAS BEEN PAID DURING THE INITIAL TERM PERIOD OR A RENEWAL TERM PERIOD (WHICHEVER PERIOD SOLELY CORRESPONDS TO THE CLAIM) BY LESSEE UNDER THIS AGREEMENT AT THE TIME THE CLAIM IS MADE. EXCEPT WHERE PROHIBITED BY APPLICABLE LAW, NO CLAIM, REGARDLESS OF FORM, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT MAY BE BROUGHT BY LESSEE MORE THAN TWO (2) YEARS AFTER THE EVENT GIVING RISE TO THE CAUSE OF ACTION HAS OCCURRED.
12.3. IF UNDER THE LAW RULED APPLICABLE TO THIS AGREEMENT ANY PART OF SECTION 12 IS INVALID, THEN LESSOR AND A HEXAGON GROUP COMPANY LIMITS ITS LIABILITY TO THE MAXIMUM EXTENT ALLOWED BY SAID LAW.

EXPORT
13.1. Lessor’s Software Products, and any software products obtained from Lessor, its subsidiaries, or distributors, including any technical data related to these products (“Technical Data”) are subject to the export control laws and regulations of the United States. Diversion contrary to U.S. law is prohibited. To the extent prohibited by United States or other applicable laws, these Software Products, and any software products obtained from Lessor, its subsidiaries or distributors; Technical Data; and any derivatives of either, shall not be exported or re-exported, directly or indirectly (including via remote access) under the following circumstances:
a. To Cuba, Iran, North Korea, the Crimean region of Ukraine, or Syria, or any national of these countries or territories.
b. To any person or entity listed on any United States government denial list, including, but not limited to, the United States Department of Commerce Denied Persons, Entities, and Unverified Lists, the United States Department of Treasury Specially Designated Nationals List, and the United States Department of State Debarred List (https://build.export.gov/main/ecr/eg_main_023148).
c. To any entity when Lessee knows, or has reason to know, the end use of the Software Product and any software products obtained from Lessor, its subsidiaries or distributors is related to the design, development, production, or use of missiles, chemical, biological, or nuclear weapons, or other un-safeguarded or sensitive nuclear uses.
d. To any entity when Lessee knows, or has reason to know, that an illegal reshipment will take place.
13.2. Any questions regarding export or re-export of these Software Products and any software products obtained from Intergraph Corporation, its subsidiaries or distributors should be addressed to Hexagon PPM, Export Compliance Department, 305 Intergraph Way, Madison, Alabama 35758, USA or at exportcompliance@intergraph.com.
13.3. Lessee shall hold harmless and indemnify Lessor for any causes of actions, claims, costs, expenses, and/or damages resulting to Lessor from a breach by Lessee or any user of the export restrictions set forth in this Agreement.

ASSIGNMENT
14.1. Neither Lessor nor Lessee shall assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other party, provided that such consent shall not be unreasonably withheld, except that Lessor may assign its rights and obligations under this Agreement without the approval of Lessee to an entity which acquires all or substantially all of the assets of Intergraph Corporation or its division, Hexagon PPM, or to any subsidiary, affiliate or successor in a merger or acquisition of Intergraph Corporation or its division, Hexagon PPM.

NOTICES
15.1. Written notices required by this Agreement shall be accomplished by personal delivery or certified mail, return receipt requested, to the address listed in the preamble of this Agreement.
15.2. Either party hereto shall have the right to change any representative or address it may have given to the other party by giving such other written notice of such change.

SURVIVAL
16.1. Articles 6.2, 11, 12, 13, 14, 18, and 20 shall survive termination or expiration of this Agreement. The obligation imposed on Lessee to pay any unpaid charges which have accrued and are due at the time of termination or expiration of this Agreement, pursuant to Article 4, shall survive the expiration or termination of this Agreement.

WAIVERS
17.1. Any failure by either party to enforce performance of the terms or conditions of this Agreement shall not constitute a waiver of, or affect said party's right to avail itself of such remedies as it may have for subsequent breach of the terms of this Agreement.

DISPUTE RESOLUTION, GOVERNING LAW, AND JURISDICTION
18.1. For any controversy or claim that may arise out of or in relation to this Agreement or with respect to breach thereof, the parties agree to initially seek to solve the matter amicably through discussions between the parties’ upper management. Should the parties fail to resolve such controversy, claim, or breach by amicable arrangement and/or compromise within thirty (30) days of the dispute being brought to the attention of parties’ upper management, then the parties may, at their sole discretion, seek resolution through non-binding mediation. If either party is not satisfied with the result of the non-binding mediation, such party may seek legal recourse through the courts in the jurisdiction chosen herein. No party may commence litigation in relation to any dispute arising out of this Agreement until it has attempted to settle the dispute by negotiation and mediation, and the mediation has terminated, or the other party refused to participate in the mediation. Any time period stated in this Section may be reduced for the sole purpose of avoiding the expiration of the Statute of Limitations for the event made the basis of the controversy.
18.2. This Agreement shall for all purposes be construed and enforced under and in accordance with the laws of the State of Alabama and shall have been deemed to have been executed in Huntsville, Alabama. The parties agree that any legal action or proceeding relating to this Agreement shall be exclusively instituted in the Circuit Court For Madison County, Alabama or the United States District Court For The Northern District of Alabama, Northeastern Division. The parties agree to submit to the exclusive jurisdiction of, and agree that venue is proper in these courts in any such legal action or proceeding. The parties waive the application of the United Nations Commission on International Trade Law and United Nations Convention on Contracts for the International Sale of Goods as to the interpretation or enforcement of this Agreement.

FORCE MAJEURE
18.3. Neither party hereto shall be considered in default in the performance of its obligations hereunder to the extent that such performance is prevented or delayed by any cause, existing or future, which is not within the reasonable control of such party including, but not limited to, acts of God or the public enemy, terrorism, fires, explosion, riots, labor disputes, or war.

SEVERABILITY
19.1. Whenever possible, each provision of this Agreement and each related document shall be interpreted in such a manner as to be effective and valid under applicable law. However, if any provision of this Agreement or any related document shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Agreement or such related document.

MAINTENANCE
20.1. Lessor shall provide standard maintenance coverage on any Software Product leased under the terms and conditions of this Agreement to Lessee during the term of this Agreement under the terms of its standard Software Maintenance Support Agreement. Maintenance coverage is provided as part of the lease fee.
20.2. Maintenance services for reference data are not included under Lessor’s standard Software Maintenance Support Agreement.

ENTIRE AGREEMENT AND AMENDMENTS
21.1. It is understood and agreed that this Agreement, contains the entire and only understanding between the parties relating to the subject matter hereof and that any representation, promise, or condition not contained herein shall not be binding on either party. A provision of this Agreement will not be interpreted against a party just because that party prepared the provision. This Agreement may not be altered, amended, or modified unless in writing and signed by both parties hereto.
 
LESSEE
By: __________________________________
Name: ________________________________
Title: _______________________________
Date: ________________________________

LESSOR
By: __________________________________
Name: ________________________________
Title: _______________________________
Date: ________________________________
 
 
 
© Hexagon AB and/or its subsidiaries and affiliates. All Rights Reserved.
This License Agreement is Licensee’s proof of license.
IF THE LICENSEE HAS A VALID SIGNED LICENSE WITH PPM, THEN THAT WRITTEN LICENSE SHALL TAKE PRECEDENCE AND GOVERN THE USE OF THIS SOFTWARE.
Software License Agreement for Hexagon PPM (“PPM”) Software Products
Licensee should carefully read the following terms and conditions before installing this Software Product. This Software License Agreement is a legal agreement between the Licensee (either an individual or a single entity) and Intergraph Corporation, doing business as Hexagon PPM (hereinafter referred to as “PPM”) for the PPM Software Product with which this Software License Agreement is delivered. By installing, copying, downloading, accessing or otherwise using the Software Product, Licensee agrees to be bound by the terms of this Software License Agreement (“Agreement”). If Licensee does not agree with these terms, Licensee should promptly return this media package for a full refund.

LICENSE
PPM provides this Software Product and licenses it to Licensee strictly for Licensee’s internal use and strictly in accordance with this Agreement. Licensee assumes responsibility for the selection of this Software Product to achieve Licensee’s intended results and for the installation, use, and results obtained from this Software Product. This Software Product is a proprietary product of PPM, a Hexagon Group Company, or relevant third parties and is protected by copyright laws and international treaty. Title to this Software Product, or any copy, modification, or merged portion of this Software Product shall at all times remain with PPM, a Hexagon Group Company, or such third parties. The Software Product is licensed, not sold. Any loading, use, or operation of the Software Product, other than as specified herein, is unauthorized and in violation of applicable copyright law and international treaty.

Definitions
a) 24 Hour Period shall mean a period of time equal to 24 hours that begins when a Licensed Software Product is accessed and concludes when 24 hours has elapsed from the point of that access.
b) Concurrent-use allows a single User to access a software license at a time but said access is not restricted to a specific named individual.
c) Day shall be measured at the SPLM server location and will begin at GMT 12:00:00 AM (00:00:00 am Military time) and end at 11:59:59 PM (23:59:59 PM Military time).
d) Documentation shall mean, whether in electronic or printed form, User's Guides, Installation Guides, Reference Guides, Administrator's Guides, Customization Guides, Programmer's Guides, Configuration Guides and Help Guides either published online or delivered with a particular Software Product supplied by PPM to Licensee. Not all of the previous types of Documentation are delivered with each Software Product.
e) Employee shall mean, unless otherwise further defined for a specific license type, an individual employed by the Licensee on a permanent or part time basis performing services for Licensee at the Site and who has access within the Licensee computer network firewall.
f) EPC shall mean an Engineering, Procurement, and Construction company providing services to Licensee.
g) Hexagon Group Company shall mean a company controlled directly or indirectly by Hexagon AB, a Swedish corporation.
h) Journal File means an encrypted binary file produced by SPLM that captures the license use of PPM software applications. SPLM automatically produces the Journal File(s) and creates a new Journal File each time a new Key is installed. The Journal File shows the start and stop time of use for each PPM application license, the date of that use, the SPLM that was used, the server that SPLM was running on, the computer id for the User accessing the license and the id of the Person accessing the license.
i) Intergraph Smart® Licensing (ISL) shall mean the client/licensing machine software that manages and tracks the license use of application Software Product licenses for certain PPM Software Products.
j) Key shall mean an authorization code or a hardware device attached to a computer (dongle) for the purpose of authenticating the software licensed hereunder. Each copy of a Software Product must have an available license in the Key in order to function.
k) Key Store means a container within Intergraph Smart® Licensing where a PPM Software License’s Key is stored.
l) Licensee shall mean the Person to whom this license has been granted by PPM.
m) Owner/Operator means an entity that owns and/or operates a production facility that manufactures products for sale. Owner /Operator activities are focused on running, maintaining, and optimizing the production facility which may incidentally (<10% of operating costs) include plant engineering and design activities for that purpose. An entity in the business of designing, engineering, constructing, manufacturing production facilities is not considered an Owner /Operator.
n) Person means an individual, partnership, limited partnership, firm, body corporate, government, government body, agency, or instrumentality or unincorporated venture.
o) Site shall mean, for the purposes of an Owner/Operator site license, a Licensee owned or operated manufacturing facility situated solely within one country and comprised of physical assets (equipment, machinery, storage devices, etc.) located at one physical address (street address) listed within the relevant quotation plus all associated physical assets (buildings, utility plants, workshops, warehouses, etc.) complete with IT infrastructure (servers, workstations) within a one (1) mile radius of the manufacturing facility.
p) SmartPlant License Manager (“SPLM”) shall mean the client/licensing machine software that manages and tracks the license use of application Software Product licenses for certain PPM Software Products.
q) Software Product includes PPM computer software and all of the contents of the files, disks(s), CD-ROM(s) or other media with which this Software License Agreement is provided, including any templates, data, printed materials, and “online” or electronic Documentation, all copies, and any upgrades, modified versions, and updates (which will be provided if the Software Product is covered under a current Software Maintenance Support Agreement) of the Software Product.
r) Staff Augmentation shall mean an extension of the Licensee’s Employee base by use of contractors that are temporarily badged by Licensee and working on a Licensee owned and/or operated facility for Licensee, provided that the instance of the Software Product that such contractors access is within the Licensee’s firewall. Staff Augmentation may work on Site or remotely provided they work within Licensee’s computing infrastructure and access that infrastructure via Licensee-provided computing equipment/hardware.
s) User shall mean the Licensee and its duly authorized Employees and Staff Augmentation.

License Grant. This Agreement grants Licensee one or more of the following non-exclusive and non-assignable licenses. The sales quote line items and/or price list description pages attached to the sales quote and the “SW Installation Serial Number” document included with the Software Product will designate the type of license granted.
a. “Standard Concurrent-use software” is designated by CS in the product description. Each license of CS software permits Concurrent use of the licensed Software Product for up to 12 continuous hours a Day for SPLM or per 24 Hour Period for ISL. Each license for CS Software Product permits a single Concurrent use on the specified type of workstation and operating system. If Licensee has multiple licenses for the Software Product, then at any time Licensee may have as many copies of the Software Product in use as Licensee has licenses. There is a single use of CS software when it is loaded into memory for execution on a single workstation or remote application server. If the anticipated number of Users of the Software Product will exceed the number of applicable licenses, then Licensee must have a reasonable mechanism or process in place to assure that the number of persons using the Software Product concurrently does not exceed the number of licenses.
b. “Extended Concurrent-use software” is designated by CX in the product description. Each license of CX software permits Concurrent use of the licensed Software Product for up to 24 hours a Day for SPLM or for up to 24 hours per 24 Hour Period for ISL. Each license for CX software permits a single Concurrent use on the specified type of workstation and operating system. If Licensee has multiple licenses for the Software Product, then at any time Licensee may have as many copies of the Software Product in use as Licensee has licenses. There is a single use of CX software when it is loaded into memory for execution on a single workstation or remote application server. If the anticipated number of Users of the Software Product will exceed the number of applicable licenses, then Licensee must have a reasonable mechanism or process in place to assure that the number of persons using the Software Product concurrently does not exceed the number of licenses.
c. “Concurrent Hosted Use Software for EPCs” is indicated by a CH-EPC in the product description. CH-EPC licenses are available as a lease only and permits either:

1) A Person working on a project with Licensee, with the written permission of PPM and Licensee, to use the CH-EPC license on the Licensee’s computing infrastructure to access Licensee’s instances of the PPM Software Product residing on the Licensee’s computing infrastructure to be used for the purpose of said project.
OR
2) Licensee, with written permission of PPM and the other Person, to access the CH-EPC license on the other Person’s instances of the PPM Software Product residing on that Person’s computing infrastructure, provided Licensee is working on a project with that Person and that is the purpose for which the CH-EPC license shall be used.

Each CH-EPC license permits 24 hours a Day Concurrent use of the Software Product. Each CH-EPC license permits a single Concurrent use on the Licensee’s or other Person’s instance of the PPM Software Product residing on Licensee’s or other Person’s computing infrastructure. If either Licensee or the other Person has multiple CH-EPC licenses for the Software Product, then at any time Licensee or other Person may have as many licenses of the Software Product in use as it has licenses. There is a single use of a CH-EPC license when it is loaded in memory for execution on a single workstation or remote application server.
A CH-EPC license terminates at the end of the lease period, or upon the Licensee or other Person ceasing to perform services for Licensee or the other Person on the project or upon the CH-EPC licenses being removed from the Licensee’s or the other Person’s computing infrastructure, whichever shall occur first
d. “Concurrent Hosted Use Software for Owner/Operators” is indicated by a CH–O/O in the product description. CH-O/O licenses are available as a lease or perpetual license and permits:
A Person working at/for a facility owned and/or operated by Licensee to use the CH-O/O license on the Licensee’s computing infrastructure to access Licensee’s instances of the PPM Software Product residing on the Licensee’s computing infrastructure to be used for work at/for the facility owned and/or operated by Licensee.
Each CH-O/O license permits 24 hours a Day Concurrent use of the Software Product. Each CH-O/O license permits a single Concurrent use on the Licensee’s instance of the PPM Software Product residing on Licensee’s computing infrastructure. If either Licensee or the other Person has multiple CH-O/O licenses for the Software Product, then at any time Licensee or other Person may have as many licenses of the Software Product in use as it has licenses. There is a single use of a CH-O/O license when it is loaded in memory for execution on a single workstation or remote application server.
Licensee shall at all times host all CH-O/O licenses within Licensee’s computing infrastructure. All Licensee’s CH-O/O licenses shall be kept on a SmartPlant License Manager (SPLM) server or Intergraph Smart® Licensing Key Store, that is separate from Licensee’s non CH-O/O licenses. Notwithstanding the foregoing, separate SPLM servers are not required for SmartPlant Foundation Named User licenses, Daily Tokens or for Smart® Materials prior to version 8.4.
A CH-O/O lease license terminates at the end of the lease period.
e. “Server software” is designated by VR in the product description. Each license for VR software permits a single copy of VR software to be stored on hard disk and loaded for execution on the specified type of network server and operating system. Each license for VR software permits a designated number of Users to simultaneously access the Software Product on the network server. It is the responsibility of the Licensee to assure that no more than the licensed number of Users access the VR software simultaneously at any one time.
f. “Single-use software” is designated by SU in the product description. Each license for SU software permits a single copy to be stored on hard disk and loaded for execution on a single designated workstation and operating system. It is the responsibility of the Licensee to assure that SU software is not moved to a second workstation until it has been completely removed from the first workstation.
g. “Named User software” is designated by NU in the product description. A Named User is defined as an individual employed by the Licensee who is authorized by the Licensee to use the Software Product and associated Software Product programs on the designated system under the terms of the License Agreement, regardless of whether the individual is actively using the Software Product programs at any given time. The number of Named Users is determined by simply counting the number of people who will have access to the Software Products.
h. “Bundled Software Product.” Certain Software Products may be offered for licensing as a bundle. Software Product bundles are indicated by a specific part number that corresponds to a product description in the price book indicating that the Software Product is licensed as a bundle. Software Products licensed as a bundle may be used in any combination but at no time may aggregate use of the Software Products exceed the number of bundled licenses purchased by the User. Not all Software Products are available to be licensed as a bundle. Software Products sold as a bundle are still governed by a standard license type contained in this Agreement, for example CS or CX.
i. “Process Run software” is designated by PR in the product description. A PR license runs as long as the single process for which it is started. An additional PR license is needed for each application software process that is started. A PR license will be considered used when started.
j. “Tag-Based Site License software” is designated by ST in the product description and is only available to a Licensee who is an Owner/Operator and only for a Site having no more than the specific number of Tags as designated in the product description. Each license for ST software permits a single copy of ST software to be stored on hard disk and loaded for execution. Each license for ST software permits an unlimited number of Employees to access the Software Product locally or remotely on the network server so long as such usage is specifically for the Site. The ST license includes the limited right of Staff Augmentation to (1) use the Software Products specifically limited for performing services solely for the Licensee for the Site and (2) subject to the terms of this Agreement. A Staff Augmentation’s right of use as set forth herein is terminated when it ceases providing services for Licensee for the Site. For ST software, “Tag” means a unique logical location of functional equipment including software functions within the plant control/safety systems, including but not limited to main equipment (mechanical, electrical, automation, telecom, etc.), piping (including valves, blinds, supports, HVAC ducts and dampers), electrical field equipment, instrument field equipment (including fire and gas detectors), telecom field equipment and cables. Remote use of the Software Product(s) by anyone other than Employees or Staff Augmentation requires a Concurrent Hosted Use Software for Owner/Operators license as set forth in d) above.
The language in Sections e and g above shall apply except for the license of the token version of SmartPlant Foundation software. The token version of SmartPlant Foundation software is licensed as follows:
a) Token-based applications are licensed as "Server Software." Each license for Server Software permits a single copy of Server Software to be stored on hard disk and loaded for execution on the specified type of network server and operating system. Token-based applications may require the installation of client-based software on local user nodes (e.g., personal computers, workstations, etc.). Such client-based software may be installed on an unlimited number of user nodes. Access to the SmartPlant Foundation token-based application through these user nodes will require the following access mechanism:
i) A "Daily Token" is an access mechanism that allows up to twelve (12) hours of continuous access (clock time) to the Server Software after which time another Daily Token will be required. Daily tokens are used as an access mechanism in the purchase model.
Licensee and Users may:
1) Copy this Software Product into any machine-readable or printed form solely for backup purposes in support of Licensee’s licensed use of the Software Product;
2) Except for Owner/Operator site licenses, transfer this Software Product and license within Licensee’s Company (intra-company transfer) as set forth in the PPM Software Transfer Policy. A copy of the PPM Software Transfer Policy is available upon request. If Licensee does transfer a seat or seats of this Software Product, Licensee must at the same time either transfer all copies, modifications, or merged portions of the seat(s) being transferred, in whatever form, to the same party, or Licensee must destroy those not transferred. "Company" includes Licensee’s own company or a company or organization in which the transferring entity owns a fifty percent (50%) or greater interest.
3) Use the Software Product only in accordance with PPM’s education policy in those cases where an education license has been granted. This policy is available on request.
4) The Licensee may install SPLM license Keys in a virtualized environment provided that the virtualized environment is configured in such a manner to safeguard against duplication of the SPLM license Keys.
Licensee must reproduce and include the copyright notice on any copy, modification, or portion of this Software Product merged into another software program.

Licensee and Users may not:
1) Transfer this Software Product and license to another company or entity (inter-company transfer). If Licensee does transfer possession of any copy, modification, or merged portion of the Software Product to another party except as expressly provided herein, the license is automatically terminated.
2) Reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, underlying user interface techniques or algorithms of the Software Product by any means whatsoever, directly or indirectly, or disclose any of the foregoing, except to the extent Licensee may be expressly permitted to decompile under applicable law in the European Union, in order to achieve necessary operability of the Software Product with another software program, and Licensee has first requested PPM to provide the information necessary to achieve such operability and PPM has not made such information available. PPM has the right to impose reasonable conditions and to request a reasonable fee before providing such information. Any information supplied by PPM or obtained by Licensee, as permitted hereunder, may only be used by Licensee for the purpose described herein and may not be disclosed to any third party or used to create any software which is substantially similar to the expression of the Software Product. Requests for information from Users in the European Union with respect to interoperability should be directed to the Services group for the local PPM office or write Hexagon PPM, 305 Intergraph Way, Madison, AL 35758.
3) Use, copy, modify, sell, or transfer this Software Product, or any copy or merged portion, in whole or in part, except as expressly provided for in this Agreement.
4) Circumvent the licensing, Keys, files, and/or policy.
5) Allow other Persons or employees of other Persons to access PPM Software Product licenses residing on Licensee’s computing infrastructure unless PPM has granted the Licensee written permission to do so and other Person accessing Licensee’s computer infrastructure has CH-EPC or CH-O/O licenses for said access. Unless Licensee purchases or leases a CH-EPC or CH-O/O license, all licenses purchased or leased must at all times remain on a Licensee owned and controlled infrastructure.
6) Install CH-EPC licenses for one project on the same license server (SPLM) or same ISL Key Store on which CH-EPC licenses are installed for another project.
7) Mix CH-EPC or CH-O/O licenses with any other license type on the same SPLM server or ISL Key Store.
8) With regard to Owner/Operator site licenses, store data related to other sites on the server upon which the Software Product is loaded.
For SmartPlant Foundation licenses and Smart® Materials licenses prior to version 8.4, only the prohibitions of 1-5 above shall apply.

ADDITIONAL INFORMATION
a) If this Software Product is purchased as an upgrade or provided as an update to a previous version of licensed software, this Software Product may be used only to replace the previous version, and no additional license is granted. This Software Product and the previous version may not be separately used or transferred to a third party.
b) For the continued use of some Software Products it may be necessary for Licensee to reregister and obtain new license Keys from time to time.

DATA PROTECTION
Licensee acknowledges and agrees to the collection of data related to the following:
a) Unauthorized use of the Software Products. PPM takes measures to stop unauthorized use of its Software Products and/or the licensing mechanism thereof. The Software Product may include security mechanisms that are able to detect installations and/or use of unauthorized copies of PPM’s products. Data relating to such unauthorized use of the Software Products may be transmitted to PPM. This transmission occurs only when there is an unauthorized use of the Software Product and only contains data that relates to the unauthorized use. The data collected in this section may contain limited personal data.
b) Software Analytics. PPM collects software analytics for measurement, analysis and reporting for the purposes of understanding and optimizing the software.
c) Usage Reports. As applicable, to facilitate billing and usage purposes (particularly with leased software), PPM collects data for the purpose of assembling usage reports and/or where the Software Product supports the tracking of workflows, the Software Product itself may retain personal data in order to deliver the functionality in the Software Product.
Other than necessary for enforcement of this license under a) or as required in order to deliver the functionality in the Software Product pursuant to c), no personal data is collected or transmitted under this Section. By using the Software Products, Licensee acknowledges and consents to collection of all data under this Section as well as the transmission to PPM of the data described in (a), (b) and (c) above. Licensee further warrants that the necessary mechanisms are in place to obtain all necessary disclosures and consents from any employees or third parties accessing the Software Products and that Licensee has obtained such consents prior to allowing their use of the Software Products.

AUDIT
PPM shall have the right, during Licensee’s normal business hours, to audit the Licensee’s use of the licensed Software Product and Licensee's compliance with the provisions of this Agreement. PPM must give Licensee thirty (30) days advance written notice prior to an audit. The right of audit shall be limited to once per calendar year. Prior to the start of an audit, PPM’s personnel, or third party personnel under the direction of PPM, will sign a non-disclosure agreement to be provided by Licensee. During the audit, PPM's personnel or third party personnel, if applicable, will be provided reasonable access to both Licensee's records and personnel. The cost of the audit shall be paid by PPM unless the results of the audit indicate that Licensee has underpaid fees to PPM, in which case, the Licensee agrees to promptly pay PPM such fees at the price previously agreed to for such licensed Software Product and further agrees to bear all costs associated with the audit.

DOCUMENTATION
PPM provides standard online Documentation for its Software Products. Licensee has the right to print online Documentation as needed for Licensee’s internal purposes.

TERM
The license is effective until terminated. Licensee may terminate it at any time by destroying this Software Product together with all copies, modifications, and merged portions in any form. It will also terminate upon conditions set forth elsewhere in this Agreement or upon (i) Licensee’s failure to comply with any term or condition of this Agreement, (ii) any unauthorized transfer of possession of the licensed Software Product or any copy, derivative incorporation thereof, (iii) circumvention of the Software Product protection device, if any exists, or this Agreement, or (iv) if Licensee fails to pay the appropriate license fee(s). Upon termination of this Agreement, Licensee agrees to return to PPM or destroy this Software Product together with all copies, modifications, and merged portions in any form.

PPM’S WARRANTIES
PPM warrants and represents that it has the right to grant this license. Additional warranties may be provided by the local selling entity from whom Licensee purchased this license. The local selling entity of this license is solely responsible for any such warranty, and PPM disclaims any liability therefor.

DISCLAIMER OF WARRANTIES
EXCEPT AS PROVIDED HEREIN, PPM MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SOFTWARE PRODUCT, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
IF UNDER THE LAW RULED APPLICABLE TO THIS AGREEMENT ANY PART OF THE ABOVE DISCLAIMER OF EXPRESSED OR IMPLIED WARRANTIES IS INVALID, THEN PPM DISCLAIMS EXPRESS OR IMPLIED WARRANTIES TO THE MAXIMUM EXTENT ALLOWED BY SAID LAW.

LIMITATION OF DAMAGES
IN NO EVENT WILL PPM OR A HEXAGON GROUP COMPANY BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF USE OR PRODUCTION, LOSS OF REVENUE OR PROFIT, LOSS OF DATA, OR CLAIMS OF THIRD PARTIES, EVEN IF PPM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
UNDER NO CIRCUMSTANCES SHALL PPM’S OR A HEXAGON GROUP COMPANY’S LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT THAT PPM HAS BEEN PAID BY LICENSEE UNDER THIS AGREEMENT AT THE TIME THE CLAIM IS MADE. EXCEPT WHERE PROHIBITED BY APPLICABLE LAW, NO CLAIM, REGARDLESS OF FORM, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT MAY BE BROUGHT BY LICENSEE MORE THAN TWO (2) YEARS AFTER THE EVENT GIVING RISE TO THE CAUSE OF ACTION HAS OCCURRED.
IF UNDER THE LAW RULED APPLICABLE TO THIS AGREEMENT ANY PART OF THIS SECTION IS INVALID, THEN PPM AND A HEXAGON GROUP COMPANY LIMITS ITS LIABILITY TO THE MAXIMUM EXTENT ALLOWED BY SAID LAW.

INDEMNIFICATION
In the event Licensee uses or allows access to a third party’s typeface or fonts for the purpose of proper viewing capability in its use of Software Products, Customer represents that it has obtained the appropriate license for such use or access from the relevant third party. Licensee shall indemnify, defend and hold PPM harmless from and against any third party claim brought against PPM that relates to Customer’s use of or allowed access to the third party’s typeface or fonts.

EXPORT CONTROLS
Intergraph Corporation’s Software Products and any software products obtained from Intergraph Corporation, its affiliates, subsidiaries, or distributors, including any technical data related to these products (“Technical Data”), are subject to the export control laws and regulations of the United States. Diversion contrary to U.S. law is prohibited. To the extent prohibited by United States or other applicable laws, these Software Products and any software products obtained from Intergraph Corporation, its affiliates, subsidiaries, or distributors; Technical Data; and any derivatives of either, shall not be exported or re-exported, directly or indirectly (including via remote access) under the following circumstances:
a. To Cuba, Iran, North Korea, the Crimean region of Ukraine, or Syria, or any national of these countries or territories.
b. To any person or entity listed on any United States government denial list, including, but not limited to, the United States Department of Commerce Denied Persons, Entities, and Unverified Lists, the United States Department of Treasury Specially Designated Nationals List, and the United States Department of State Debarred List (https://build.export.gov/main/ecr/eg_main_023148).
c. To any entity when Licensee knows, or has reason to know, the end use of the Software Product and any software products obtained from Intergraph Corporation, its affiliates, subsidiaries, or distributors is related to the design, development, production, or use of missiles, chemical, biological, or nuclear weapons, or other un-safeguarded or sensitive nuclear uses.
d. To any entity when Licensee knows, or has reason to know, that an illegal reshipment will take place.
Any questions regarding export or re-export of these Intergraph Corporation Software Products and any software products obtained from Intergraph Corporation, its affiliates, subsidiaries, or distributors should be addressed to Hexagon PPM, Export Compliance Department, 305 Intergraph Way, Madison, Alabama 35758, USA or at exportcompliance@intergraph.com. Licensee shall hold harmless and indemnify PPM for any causes of actions, claims, costs, expenses, and/or damages resulting to PPM from a breach by Licensee or any User of the export restrictions set forth in this Agreement.

GENERAL
SPLM Journal Files: Licensee will provide the SPLM produced Journal File(s) to PPM on a monthly basis using the automated facility provided by PPM as part of SPLM.
Responsibility for Usage: Licensee acknowledges and agrees that Licensee is responsible to ensure that any Persons allowed by Licensee to access the Software Products or Documentation shall be made aware of all appropriate provisions of this Agreement and software license contained herein, including but not limited to, those provisions regarding ownership; nondisclosure; confidentiality; licensing and limitations of usage; disclaimer; limitation of damages; compliance and export control and governing law. Licensee agrees to commit its best efforts to cause any Persons accessing the Software Products or Documentation to prevent any violation of either the licensed rights granted herein or PPM's or relevant third party’s applicable copyrights, trade secrets, or other proprietary rights and to ensure compliance with the provisions of the Agreement. Licensee assumes liability for any such violation by Persons allowed by Licensee to access the Software Products or Documentation as if such violation resulted directly from the action, negligence or misconduct of Licensee.
Restricted Rights for Government Use: If this Software Product is acquired directly or indirectly on behalf of a unit or agency of the United States Government, this provision applies. For civilian agencies: This Software Product was developed at private expense and is “restricted computer software” submitted with restricted rights in accordance with subparagraphs (a) through (d) of the Commercial Computer Software - Restricted Rights clause at 52.227-19 of the Federal Acquisition Regulations (“FAR”) and its successors, and is unpublished and all rights are reserved under the copyright laws of the United States. For units of the Department of Defense ("DoD"): This Software Product is "commercial computer software" as defined at DFARS 252.227-7014 and the rights of the Government are as specified at DFARS 227.7202-3.
Assignment: Any attempt to sublicense, assign, or transfer the license or the Software Product except as expressly provided in this Agreement is void.
Severability: Whenever possible, each provision of this Agreement and each related document shall be interpreted in such a manner as to be effective and valid under applicable law. However, if any provision of this Agreement or any related document shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Agreement or such related document.
Dispute Resolution: For any controversy or claim that may arise out of or in relation to this Agreement or with respect to breach thereof, the parties agree to initially seek to solve the matter amicably through discussions between the upper management. Should the parties fail to resolve such controversy, claim, or breach by amicable arrangement and/or compromise within thirty (30) days of the dispute being brought to the attention of parties’ upper management, then the parties may, at their sole discretion, seek resolution through non-binding mediation. If either party is not satisfied with the result of the non-binding mediation, such party may seek legal recourse through the courts in the jurisdiction chosen herein. No party may commence litigation in relation to any dispute arising out of this Agreement until it has attempted to settle the dispute by negotiation and mediation, and the mediation has terminated, or the other party refused to participate in the mediation. Any time period stated in this Section may be reduced for the sole purpose of avoiding the expiration of the Statute of Limitations for the event made the basis of the controversy.
Governing Law and Jurisdiction: This Agreement will be governed by the laws of the State of Alabama. Exclusive Jurisdiction and venue for any dispute arising from this Agreement or relating to the Software Product shall be in the United States District Court for the Northern District of Alabama, Northeastern Division, or the Circuit Court for Madison County, Alabama. The parties waive the application of the United Nations Commission on International Trade Law and United Nations Convention on Contracts for the International Sale of Goods as to the interpretation or enforcement of this Agreement.
Non-disclosure: Licensee agrees that it will hold all parts of the Software Product and Documentation in confidence and will not sell, transfer, loan or make disclosure of the Software Product to any of its partners and third parties, unless specifically provided for in this Agreement.
Should Licensee have any questions concerning this Agreement, Licensee may contact the local PPM office or write Hexagon PPM, 305 Intergraph Way, Madison, AL 35758.

SUPPORT SERVICES
Maintenance of licensed Software Products may be provided at a separate charge and in accordance with PPM’s standard maintenance options and the then current Software Maintenance Support Agreement, a copy of which is available upon request. Maintenance services for reference data are not included under PPM’s standard Software Maintenance Support Agreement.
Please contact the local sales representative for information about PPM’s current maintenance options.

OPEN SOURCE SOFTWARE
Some products may contain Open Source Software, which is licensed pursuant to the terms of the applicable open source license agreement. Nothing contained in this Software License Agreement shall restrict any rights provided specifically for any Open Source Software by the open source licensor; however, any rights that are broader than those granted in this Software License Agreement shall be applicable solely to the Open Source Software component. Additional open source license information may be found in the About Box or Readme Files of the applicable Software Product.
ANY OPEN SOURCE 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 PPM, THE AUTHORS OR COPYRIGHT HOLDERS OF THE OPEN SOURCE SOFTWARE 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 OPEN SOURCE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE OPEN SOURCE SOFTWARE.
NOTWITHSTANDING THE LIMITATION OF DAMAGES STATED ABOVE FOR PPM SOFTWARE PRODUCTS, IN NO EVENT WILL PPM, ANY COPYRIGHT HOLDER, OR ANY OTHER PARTY WHO MODIFIES AND/OR CONVEYS THE OPEN SOURCE SOFTWARE AS PERMITTED UNDER ITS LICENSE, BE LIABLE TO LICENSEE FOR DAMAGES, INCLUDING ANY GENERAL, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE OPEN SOURCE SOFTWARE (INCLUDING BUT NOT LIMITED TO LOSS OF DATA OR DATA BEING RENDERED INACCURATE OR LOSSES SUSTAINED BY LICENSEE OR THIRD PARTIES OR A FAILURE OF THE OPEN SOURCE SOFTWARE TO OPERATE WITH ANY OTHER PROGRAMS), EVEN IF PPM, SUCH HOLDER OR OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
If the disclaimer of warranty and limitation of liability provided above for the Open Source Software cannot be given local legal effect according to their terms, reviewing courts shall apply local law that most closely approximates an absolute waiver of all civil liability in connection with the Open Source Software, unless a warranty or assumption of liability accompanies a copy of the Open Source Software in return for a fee.
Nothing in the immediately foregoing clauses affects any stated warranty in this Software License Agreement with regard to the Software Products(s) as a whole.

THE FOLLOWING ADDITIONAL LANGUAGE IS APPLICABLE WHEN LICENSING CERTAIN PPM SOFTWARE PRODUCTS:
CAESAR II, PV Elite, CADWorx Design Review, CADWorx Design Viewer, and CodeCalc Software Products. CAESAR II, PV Elite, CADWorx Design Review, CADWorx Design Viewer, and CodeCalc Users are hereby notified that Tech Soft 3D, L.L.C., 931 Ashby Ave., Berkeley, CA 94710 ("Tech Soft 3D") is a third-party beneficiary to this Agreement to the extent that this Agreement contains provisions which relate to CAESAR II, PV Elite, CADWorx Design Review, CADWorx Design Viewer, and/or CodeCalc Users’ use of the Software Product. Such provisions are made expressly for the benefit of Tech Soft 3D and are enforceable by Tech Soft 3D in addition to PPM.
CAESAR II and CADWorx Design Review Software Products. CAESAR II and CADWorx Design Review contain Autodesk® RealDWG by Autodesk, Inc., copyright © Autodesk, Inc. All rights reserved. Autodesk, Inc., 111 McInnis Parkway, San Rafael, California 94903 (“Autodesk”) is a third-party beneficiary to this Agreement to the extent that the Software Product contains RealDWG and to the extent that the provisions herein relate to Licensee’s use of the Software Product containing RealDWG. Such provisions are made expressly for the benefit of Autodesk and are enforceable by Autodesk in addition to PPM.
Trademarks. AutoCAD, ObjectARX, and RealDWG are trademarks of Autodesk. HOOPS is a trademark of Tech Soft 3D, L.L.C. Other trademarks are the property of their respective owners.

THE FOLLOWING ADDITIONAL LANGUAGE IS APPLICABLE WHEN LICENSING SMARTPLANT ELECTRICAL DETAILED AND SIGRAPH SOFTWARE PRODUCTS:
SmartPlant Electrical Detailed and the sigraph Software Products contain Progress Software. This third party software is licensed to PPM and Licensee subject to the terms of a third party license. PPM will, at Licensee’s request, provide a copy of this license. Progress/ObjectStore software embedded in SmartPlant Electrical Detailed and the sigraph Software Products may only be used with or as part of SmartPlant Electrical Detailed and the sigraph Software Products.

THE FOLLOWING ADDITIONAL LANGUAGE IS APPLICABLE WHEN LICENSING SMARTPLANT CONSTRUCTION SOFTWARE PRODUCTS:
SmartPlant Construction Software Products contain Business Objects Software. This third party software is licensed to PPM and Licensee subject to the terms of a third party license. PPM will, at Licensee’s request, provide a copy of this license. Business Objects/Crystal Reports Runtime Product software embedded in SmartPlant Construction Software Products may only be used with or as part of SmartPlant Construction Software Product.
“Runtime Product” means the version specific files and application program interfaces (APIs) specified in the RUNTIME.TXT file provided with the Product.
Licensee agrees not to modify, disassemble, decompile, translate, adapt or reverse-engineer the Runtime Product or the report file (.RPT) format;
Licensee agrees not to distribute the Runtime Product to any third party;
Licensee agrees not to use the Runtime Product to create for distribution a product that is generally competitive with Business Objects product offerings;
Licensee agrees not to use the Runtime Product to create for distribution a product that converts the report file (.RPT) format to an alternative report file format used by any general-purpose report writing, data analysis or report delivery product that is not the property of Business Objects;
Licensee agrees not to use the Product on a rental or timesharing basis or to operate a service bureau facility for the benefit of third parties;

BUSINESS OBJECTS AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT OF THIRD PARTY RIGHTS. BUSINESS OBJECTS AND ITS SUPPLIERS SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, COVER OR OTHER DAMAGES ARISING UNDER THIS AGREEMENT OR IN CONNECTION WITH THE SOFTWARE.
LICENSEE ACKNOWLEDGES THAT LICENSEE HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. LICENSEE FURTHER AGREES THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN LICENSEE AND PPM WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN LICENSEE AND PPM RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.
 
Intergraph is a registered trademark of Intergraph Corporation, a subsidiary of Hexagon AB. Other brands and product names are trademarks of their respective owners. PPM is not responsible for inadvertent errors.
DDCC561B0 08/18
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