Thank you for your interest in the products and services from Tech Soft 3D.
By completing and submitting the 60-Day Evaluation Application & Agreement form on our website, you agree to the terms and conditions outlined in the agreement.
If you do not agree with these Terms, but still would like to undertake an evaluation of our products or services, please contact Tech Soft 3D at sales@techsoft3d.com providing information about:
This technology evaluation application and agreement (“Agreement”) is made between Tech Soft 3D, Inc with its principal place of business in Berkeley, California (“Tech Soft 3D”) and with the applicant persons or organization (“Recipient”).
Once the evaluation application has been received and approved byTech Soft 3D, the Recipient will be notified as such via the contact email provided.
Tech Soft 3D shall provide to Recipient the Software requested in the 60-Day Evaluation Application submitted.
The Software is to be used solely for the purpose of evaluation by Recipient's employees for the usage described in Exhibit A. The term of this Evaluation is 60 days unless recipient extends free evaluation for an additional 60 day period via the extended technical evaluation.
This initial 60 day evaluation is provided free of charge. After 60 days, Recipient may choose to either return the software or extend the evaluation for an additional 60 day period by agreeing to perform an extended technical evaluation. The fee for this extended technical evaluation is $5,000 (United States Dollars) and includes all use of the software as well as access to our Technical Consulting Services and Training Services. Recipient also agrees to pay all reasonable travel, meal, and lodging costs incurred by Tech Soft 3D staff for providing Training and/or Technical Consulting Services requested by, and performed at, the Recipients
During the term of this agreement Tech Soft 3D staff will assist in the answering of technical questions, and discuss architectural issues that would affect the suitability of the Software. The intention of this technical consulting by Tech Soft 3D staff is to aid Recipient in making a determination about the Software’s general suitability for their application.
This agreement is expressly not intended to cover Recipients complete application development. In order to continue receiving technical assistance and support following the term of this Agreement, Recipient must enter into a separate licensing and support agreement with Tech Soft 3D to continue receiving support for application development.
The Software, including all copies and portions thereof that may be incorporated into Recipient’s programs during the Term, is and shall at all times remain the property of Tech Soft 3D and title thereto, as well as all copyrights, trade secrets and other proprietary rights, shall at all times remain with Tech Soft 3D.
THE SOFTWARE IS FURNISHED “AS IS”. TECH SOFT 3D DISCLAIMS ALL WARRANTIES, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Recipient agrees (i) that no claim shall be made against Tech Soft 3D, UGS, Spatial or Adobe for direct, indirect, consequential, special, incidental or punitive damages, including loss of use, profit, revenue or goodwill, whether based in contract, negligence or otherwise arising out of, resulting from or in any way relating to the use of the Software by Recipient, and (ii) to indemnify and hold Tech Soft 3D harmless from any and all liability or expense, including reasonable attorneys’ fees, arising out of this Agreement.
Recipient acknowledges that the Software is proprietary information and a trade secret of Tech Soft 3D and its respective partners. Recipient agrees that it shall (i) hold the Software in confidence, (ii) not reproduce, provide or otherwise make available the Software to anyone other than employees of Recipient who have a need to know consistent with Recipient’s authorized use of the Software, and (iii) take appropriate action by instruction, agreement or otherwise to protect and keep confidential the Software. In the event that Recipient is receiving Software, which incorporates the proprietary information licensed by Tech Soft 3D from Adobe, Inc., the Recipient shall also be subject to and bound by the provisions specified in Exhibit B, attached hereto. Tech Soft 3D agrees to treat any data files furnished by the Recipient during the course of the evaluation in confidence and will not share, disclose, relate or describe these files to any Third party without express written consent of the Recipient.
Recipient agrees that the Software, together with any copies thereof, will be returned to Tech Soft 3D upon expiration of the Term unless this Agreement is earlier terminated by Tech Soft 3D. Tech Soft 3D may terminate this Agreement with or without cause at any time and Recipient agrees to return the Software to Tech Soft 3D within three (3) days of any written notice from Tech Soft 3D of termination of the Agreement. The obligations of confidentiality and non-disclosure shall survive termination of this Agreement.
Recipient shall pay any shipping, handling, mailing expense/charges and the like arising out of this Agreement and the transactions contemplated herein. This Agreement shall be governed by the laws of the State of California without regard to its so-called “choice of law rules”. Recipient may not assign this Agreement without the prior written consent of Tech Soft 3D. All rights of Tech Soft 3D hereunder are cumulative and in addition to any rights it may have in law or in equity. No modification, change or amendment to this Agreement shall be made of any force or effect unless in writing and signed by an authorized representative of each party, except for the terms of any “shrinkwrap” Software License Agreement that are not inconsistent or in conflict with the terms of this Agreement. This Agreement may be accepted by Tech Soft 3D only in Berkeley, California. The parties have executed this Agreement as of the date first above written.
If the Software to be Evaluated by Recipient includes Adobe software licensed to Tech Soft 3D by Adobe Systems Incorporated, a Delaware Corporation having a place of business at 345 Park Avenue, San Jose, CA 95110-2704 and/or Adobe Systems Software Ireland Limited, a company incorporated in Ireland having a place of business at Unit 3100, Lake Drive, City West Business Campus, Saggart D24, Dublin, Ireland, (both individually in the respective countries and collectively referred to as “Adobe”), with a right of sublicense, the following additional restrictions shall apply to the Adobe products sublicensed in the Software (collectively, the “Adobe Products”):
Recipient acknowledges and agrees that Adobe is the owner of certain proprietary information and intellectual property rights included in the Adobe Products. Consequently, Adobe is a third party beneficiary entitled to enforce Tech Soft 3D's rights and Recipient's obligations hereunder and to seek appropriate legal and equitable remedies, including but not limited to, damages and injunctive relief, for Recipient's breach of such obligations.
(a) Restrictions on Decompiling. RECIPIENT AGREES NOT TO ALTER, REVERSE ENGINEER, TRANSLATE, DISASSEMBLE, DECOMPILE, OR OTHERWISE ATTEMPT TO DERIVE SOURCE CODE TO THE ADOBE PRODUCTS IN WHOLE OR IN PART. RECIPIENT AGREES NOT TO REMOVE OR ALTER ANY PDF FILES INCLUDED WITH COPIES OF ADOBE PRODUCTS DELIVERED HEREUNDER. Notwithstanding the foregoing, decompiling the Adobe Product is permitted to the extent the laws of Recipient's jurisdiction give Recipient the right to do so to obtain information necessary to render the Adobe Product interoperable with other software; provided, however, that Recipient must first request such information from Adobe and Adobe may, in its discretion, either provide such information to Recipient or impose reasonable conditions, including a reasonable fee, on such use of the Adobe Product to ensure that Adobe's and its suppliers' proprietary rights in the Adobe Product are protected. Recipient agrees not to translate the software into another computer language in whole or in part. Recipient shall not make copies of the Adobe Product, except as expressly provided herein, or make media translations of the Adobe Product including, without limitation, the user documentation, in whole or in part, without Adobe's prior written approval, as applicable. Recipient shall not permit any Adobe Product to be accessible from any computer bulletin board, or over the Internet, or any other public or privately operated computer network.
Recipient acknowledges that the structure and organization of Adobe Products is proprietary to Adobe and that Adobe retains exclusive ownership of Adobe Products, any applicable documentation, and the Adobe trademarks. Recipient will take all reasonable measures to protect Adobe's proprietary rights in the Adobe Products and the documentation. Except as provided herein, Recipient is not granted any rights to patents, copyrights, trade secrets, trade names, trademarks (whether registered of unregistered), or any other rights, franchises or licenses with respect to Adobe Products.
(a) DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTY IN THE ADOBE END USER LICENSE AGREEMENT, RECIPIENT AND TECHSOFT ACKNOWLEDGE AND AGREE THAT TECHSOFT SHALL BE SOLELY RESPONSIBLE TO RECIPIENT AND RECIPIENT'S CUSTOMERS FOR ALL WARRANTIES, REPRESENTATIONS, SUPPORT, TRAINING, UPDATE AND MAINTENANCE REGARDING ADOBE PRODUCTS, DOCUMENTATION AND RELATED TRADEMARKS, AND THAT ADOBE SHALL HAVE NO SUCH RESPONSIBILITY.
(b) WARRANTY DISCLAIMER. RECIPIENT ACKNOWLEDGES THAT ADOBE MAKES NO WARRANTY TO RECIPIENT, EXPRESS, IMPLIED OR STATUTORY, AS TO ANY MATTER WHATSOEVER, WITH RESPECT TO ADOBE PRODUCTS AND THE DOUCMENTATION. IN PARTICULAR, ADOBE EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.
(c) Indemnity. Recipient agrees to indemnify and hold Adobe harmless from any claims or damages (inclusive of Adobe's attorney's fees) made against Adobe as a result of negligence, misrepresentation, or error or omission on the part of Recipient or representatives of Recipient.
(a) Rights Upon Termination
(1) Recipient shall return or destroy all copies of Adobe Products and any documentation in its inventory;
ADOBE WILL NOT BE LIABLE FOR ANY LOSS OF USE, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS) REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADOBE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
(a) Injunctive Relief. It is expressly agreed that a breach of this Agreement may cause irreparable harm to Adobe and Tech Soft 3D and that a remedy at law may be inadequate. Therefore, in addition to any and all remedies available at law, Adobe and Tech Soft 3D will be entitled to seek an injunction or other equitable remedies in all legal proceedings in the event of any threatened or actual violation of any or all of the above provisions.
(b) Forum. All disputes arising under this Agreement may be brought in Superior Court of the State of California in Santa Clara County or the Federal District Court of San Jose as permitted by law. The Superior Court of Santa Clara County and the Federal District Court of San Jose shall together have non-exclusive jurisdiction over disputes under this Agreement. Recipient consents to personal jurisdiction of the above courts.
(c) Attorney's Fees. In the event any proceeding or lawsuit is brought by Tech Soft 3D, its supplier or Recipient in connection with this Agreement, the prevailing party in such proceeding shall be entitled to receive its costs, expert witness fees and reasonable attorney's fees, including costs and fees on appeal.