This Master Software License and Service Agreement (this “Agreement”) is entered into as of ______________, 20___ (the “Effective Date”), by and between Tech Soft 3D, Inc., a Delaware corporation (“Tech Soft 3D”) which shall include, if and where applicable, its Affiliates (as defined below), and your company or entity (“You”, “Your”, “Customer”), for use of Tech Soft 3D’s Solutions and/or Software. Each party hereto shall be referred to as “Party”; collectively, the “Parties”. The Agreement consists of the terms and conditions set forth below, any exhibits, addenda, or appendices identified below, and any Order Forms that properly incorporate this Agreement as controlling. This Agreement is effective immediately upon the earlier of: (1) submission of an Order (as defined below),  (2) accepting these terms by clicking a box indicating your acceptance of the Agreement on the applicable Tech Soft 3D website or during the installation process of any of Tech Soft 3D’s Products or Solutions, or (3) entering into or accepting the terms of any End User License Agreement (“EULA”) between You and Tech Soft 3D, or between any of Your customers and Tech Soft 3D (the “Effective Date”).  The terms of any such EULA shall be deemed incorporated herein by reference.

Subject to the terms of this Agreement, Tech Soft 3D’s Products and Solutions shall be provided to Customer as either web-based access to software as a service (“SaaS Solution”) or pursuant to a license to use certain Products and Software in Customer’s self-hosted environment (“Licensed Solution”). Tech Soft 3D reserves the right to update, enhance, or otherwise change the Solutions from time to time and may do so without Customer’s consent or agreement. Solutions are deemed accepted upon being made available to Customer and are subject to no further or additional acceptance procedures. In consideration of the foregoing and of the mutual promises contained herein, Tech Soft 3D and Customer agree as follows:

1. Definitions. In addition to terms defined elsewhere in this Agreement or any applicable Addenda hereto, the following terms shall have the meanings defined below:

   1. “Affiliate” means, with respect to any person, any other person that controls or is controlled by or under common control with such Person; provided, that a person shall be deemed to be an Affiliate only so long as such control exists. For the purposes of this definition, “person” means any individual, corporation, partnership, joint venture, joint stock company, trust, estate, association, limited liability company, or other entity the existence of which is recognized by any legal or regulatory authority; and “control,” when used with respect to any Person, means direct or indirect ownership of at least fifty percent (50%) of the voting stock, shares, or other equity interest in the controlled Person and possession of the power to direct or cause the direction of the management and policies of the controlled Person.

   2. "Custom Developed Services” may include defining requirements, designing, developing, and deploying custom products for the Customer as may be purchased by Customer and specified on an Order Form. Custom Developed Services are governed by this Agreement and the terms of Addendum B. 

   3. “Customer Data” means all data that is supplied by or on behalf of Customer to Tech Soft 3D in connection with, or for the use of, the Software.

   4. “Maintenance Release” means any update, upgrade, release, or other adaptation or modification of the Software, including any associated documentation, that Tech Soft 3D may provide to Customer from time to time during the Term, which may contain, among other things, error corrections, enhancements, improvements, or other changes to the user interface, functionality, compatibility, capabilities, performance, efficiency, or quality of the Software, but does not include any New Version. Maintenance Releases may also modify or delete in their entirety certain features and functionality.

   5. “Managed Services” means ongoing maintenance support services as specified on any Order Form or addendum attached or included with any Tech Soft 3D product as may be purchased by Customer, and subject to the terms of such product order criteria.. 

   6. “New Version” means any new version of the Software that Tech Soft 3D may from time to time introduce and market generally as a distinct licensed product (as may be indicated by Tech Soft 3D’s designation of a new version number), and which Tech Soft 3D may make available to Customer as part of this Agreement or at an additional cost under a separate written agreement or an amendment to this Agreement.

   7. “Order Form” means a document referencing this Agreement that describes the specific Software and/or Solutions to be provided to Customer by Tech Soft 3D, applicable pricing, and other transaction-specific provisions that have been agreed upon by Tech Soft 3D and Customer, and any addendums, exhibits, terms and conditions or other attachments thereto.

   8. “Order Form Term” means the term of the Solutions and/or Software licenses granted under this Agreement as specified in an Order Form.

   9. “Product” means any product that is created, used, sold, resold, licensed or imported by Tech Soft 3D, and those Products specifically listed on any applicable Order Form. 

   10. “Software” means the software products and associated documentation licensed to Customer as set forth in the Order Form.

   11. “Solutions” collectively means the Support Services, Managed Services, Custom Developed Services, and other solutions provided by Tech Soft 3D that are more specifically outlined in an Order Form and are subject to the terms of this Agreement and the applicable Addendum.

   12. “Support Services” means continuous support services as specified on any Order Form as may be purchased by Customer. Support Services are governed by this Agreement and the terms of Addendum A.

   13. “Term” means the term of this Agreement which shall commence on the Effective Date and continue unless terminated in accordance with the terms herein.

   14. “User” means Customer’s employees or agents who have been granted access (at one or more computer terminals) to the Software who use the Software on Customer’s behalf and have executed confidentiality agreements with Customer or are otherwise subject to confidentiality obligations that are at least as protective of Tech Soft 3D’s Confidential Information as the provisions of this Agreement, and have agreed to abide by all the terms and conditions of this Agreement and the Order Form. Customer agrees that it is responsible to Tech Soft 3D for all use of the Software by Users.

2. Addenda. In addition to the terms set forth in this Agreement, the terms and conditions in the Addenda attached hereto shall also apply to the Software, Products, and/or Solutions referenced in the applicable Order Form. Each Product and Order Form may have its own terms and/or Addenda which incorporate additional terms of use and licensing and shall be attached to this Agreement or to any applicable Order Form.  Applicable Addenda are incorporated herein by reference. Addendum [C] includes specific terms and conditions relevant to certain Products, if any, and is herein incorporated by reference.

3. Software License Grant. Subject to and conditioned on Customer’s compliance with the terms and conditions of this Agreement and the terms of any Order Form, including all applicable Addenda attached hereto or thereto, Tech Soft 3D grants Customer a limited, non-exclusive, non-sublicensable, and non-transferable license during the Order Form Term to use the Software solely as authorized by Tech Soft 3D. Tech Soft 3D further reserves all rights and privileges of every kind except as expressly granted to Customer in this Agreement or any applicable Order Form, and any terms or conditions referenced therein or attached hereto or thereto, or to any terms and conditions posted on any Tech Soft 3D website which You or the end user have acknowledged or agreed to, and which have been incorporated by reference herein and into any written agreement between you and Tech Soft 3D. This is a license, not a sale of the Software or any copy of it, nor is it a waiver of any intellectual property rights of Tech Soft 3D. Except for the limited rights and licenses expressly granted under this Agreement or any applicable Order Form, Customer acknowledges and agrees that nothing in this Agreement or the Order Form grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Software. All rights not expressly granted herein shall be reserved to Tech Soft 3D. 

4. Code of Conduct & Restrictions on Use. Customer shall not at any time, directly or indirectly, (a) use the Software (or allow others to do so) for any purpose beyond the scope of the license granted in this Agreement or any applicable Order Form, or (b) use the Solutions in violation of the terms set forth in this Agreement. Without limiting the foregoing, Customer shall not at any time:

   1. Copy, modify, or create derivative works of the Software or any Solutions, in whole or in part;

   2. Rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software or any Solutions, except as specifically authorized in another agreement executed between the Parties;

   3. Reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Software, in whole or in part;

   4. Engage or use in any unlawful or illegal use of the Software or any Solutions;

   5. Engage in any activity that exploits, harms, or threatens minors;

   6. Use or publicly display the Software or any Solutions to share inappropriate content or material (e.g., pornography, graphic violence, etc.);

   7. Remove or alter any copyright notices or other proprietary legends or notices from the Software or associated documentation, or any Solutions;

   8. Circumvent any restrictions on access to or availability of the Software or any Solutions;

   9. Engage in activity that is harmful to Tech Soft 3D, the Software, any Solutions, or others (e.g., transmitting viruses, stalking, etc.);

   10. Use the Software or any Solutions in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right, privacy right, or other right of any person;

   11. Use the Software or any Solutions to collect, process, or provide to Tech Soft 3D any data that Customer does not have the rights to collect, process, or provide; or

   12. Assist others, directly or indirectly, in any of the foregoing activities.

5. Customer Obligations and Warranties. Customer acknowledges and agrees to each of the following:

   1. Pricing. All pricing schedules and pricing terms shall be detailed in the Order Form.

   2. Customer Hardware. Customer understands: (i) the hardware requirements necessary for the use of the Software and Solutions; (ii) the Software may not work properly if the minimum hardware specifications are not met; and (iii) hardware specifications may change because of regulatory and/or industry required software changes. Customer shall, at all times during the Order Form Term, set up, maintain, and operate in good repair and in accordance with the hardware specifications, all Customer hardware on or through which the Tech Soft 3D Software and Solutions are accessed or used and provide Tech Soft 3D personnel with such access to Customer’s premises and Customer hardware as is necessary for Tech Soft 3D to exercise its rights and perform its obligations under and in connection with this Agreement.

   3. Speed of Software. Customer understands and accepts that network service, including wired, wireless, cellular, and satellite communication services, is provided by a third-party carrier (or carriers). Tech Soft 3D accepts no responsibility or liability for performance issues due to third party network-related disruption or malfunction.

   4. Customer Security. Notwithstanding any language to the contrary, Customer is solely responsible for the security and compliance of the Software as installed or used on Customer or User devices. Customer warrants that it will provide and maintain security practices and software required to maintain reasonable security and compliance of Customer devices that hold or access Customer Data or on which the Software is installed or used, including, without limitation, risk assessment, security practices and policies, device encryption, malware protection, system updates, and any other applicable security measure required by law or regulation, industry standards that are commercially reasonable in the information technology industry, or common best practice.

   5. Customer Data Integrity. Customer shall ensure that Customer’s use of all Customer Data is, at all times, compliant with all applicable local, state, federal, and international law, regulations, and conventions, including without limitation those related to data privacy, international communications, and the exportation of technical or personal Data. Customer is solely responsible for the validity, integrity, accuracy, and completeness of all Customer Data entered into or processed by the Software, or provided by Customer to Tech Soft 3D, and Customer agrees that Tech Soft 3D may refuse to process any Customer Data that, in Tech Soft 3D’s sole discretion: (i) is not of a quality or condition suitable for processing; (ii) does not comply with Tech Soft 3D’s applicable standards and procedures; or (iii) is otherwise not in proper machine-readable form. Tech Soft 3D shall not be deemed responsible for any transactions or data processing that fails, or legal or regulatory compliance failures, due to the validity, integrity, accuracy, and completeness of the data.

   6. Customer Data Consents and Notices. Customer warrants that it has sufficient rights in the Customer Data to authorize Tech Soft 3D to copy, process, and transmit the Customer Data to provide, maintain, and improve the Software and Solutions during the Term (as further set forth in Section 10 [Intellectual Property Ownership]), and that the Customer Data and its use hereunder will not violate or infringe the rights of any third party. Customer acknowledges that (i) it is Customer’s sole responsibility to provide all notices and obtain all necessary licenses, consents, and permissions for all data provided by or on behalf of Customer and/or any User to Tech Soft 3D for the Tech Soft 3D Solutions and/or Software (including all Customer Data); and (ii) it is Customer’s sole responsibility to use the Tech Soft 3D Solutions and Software in compliance with applicable laws and regulations.

   7. Acceptance of Terms and Conditions. Customer acknowledges and agrees to abide by the terms and conditions applicable to all Products and Services of Tech Soft 3D, including but not limited to, as applicable, all terms and conditions applicable to any Customers who are also resellers, distributors, sublicensees or users of other Tech Soft 3D Products and services.

   8. Authority to Sign. Customer warrants that the person accepting this Agreement has the requisite authority to act on behalf of Customer, including the specific authority to bind Customer to this Agreement and all its terms and conditions.

6. Maintenance Releases and New Versions.

   1. During the Order Form Term, Tech Soft 3D will provide Customer with all Maintenance Releases (including updated associated documentation) that Tech Soft 3D may, in its sole discretion, make generally available to its licensees at no additional charge. All Maintenance Releases provided by Tech Soft 3D to Customer are deemed Software and are subject to the terms of this Agreement. Tech Soft 3D does not promise there will be a certain number of Maintenance Releases (or any Maintenance Releases) during a particular year and Tech Soft 3D has no obligation to continue to provide or enable any particular features or functionality. Customer will be notified via email or within the Software when Maintenance Releases are available and before any of the aforementioned changes to terms of service or updates to other Tech Soft 3D-supplied software and/or hardware take effect. Customer agrees to install Maintenance Releases promptly after receipt from Tech Soft 3D.

   2. Customer may a right under this Agreement to receive any New Versions of the Software that Tech Soft 3D may, in its sole discretion, release from time to time and provide to existing Customers maintaining active maintenance/support contracts with Tech Soft 3D. Subject to conditions determined in the sole discretion of Tech Soft 3D, and provided that Customer is in compliance with the terms and conditions of this Agreement, Customer maybe able to license any New Version at Tech Soft 3D’s then-current list price and subject to a separate Order Form. Tech Soft 3D may, in its sole discretion, from time to time, change the terms of service or update other Tech Soft 3D-supplied software and/or hardware

7. Invoicing and Payment.

Fees. Unless otherwise set forth in the applicable Order Form, Tech Soft 3D invoices on an annual basis for all Software and Solutions, unless otherwise agreed in writing or on any applicable Order Form or subscription agreement, All fee are invoiced on the date ordered, unless otherwise agreed in writing, and are due thirty (30) days from receipt of an invoice from Tech Soft 3D. 

1. Fee Increases. Unless otherwise set forth in the applicable Order Form, Tech Soft 3D may, from time to time, and in its sole discretion, increase the fees due from Customer

2. Delinquent Account. Customer hereby agrees that Tech Soft 3D has the right, but not an obligation, to suspend the Solutions, including the Software, without prior notice to Customer if Customer fails to pay an invoice when due. During the term of any such suspension, all amounts due under this Agreement shall continue to accrue and be due and payable according to this Agreement. Invoices not paid within sixty (60) calendar days of the date of the invoice shall entitle Tech Soft 3D to accelerate payment of all future sums due under the Agreement and such fees shall be immediately due and payable. If Customer’s outstanding invoices are not paid in full within ten (10) calendar days thereafter, Tech Soft 3D may immediately terminate this Agreement or any Order Form, without incurring any obligation or liability to Customer or any other person by reason of such termination. Customer agrees that it shall be liable to Tech Soft 3D for all costs of collection of any delinquency, including collection agency fees, reasonable attorneys’ fees, and court costs.

3. Taxes. Tech Soft 3D’s prices are quoted exclusive of all sales, use, or other taxes or similar assessments. Customer is responsible for all taxes, fees, duties, licenses, tariffs, and levies imposed upon the Software or Solutions by any federal, provincial, state, or local government or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Tech Soft 3D’s income. This provision shall not apply to any taxes for which Customer is exempt and for which Customer has furnished Tech Soft 3D with a valid tax exemption certificate authorized by the appropriate taxing authority. Tribal customers may be exempt from taxes as per their agreements with the relevant government authorities.

1. Audits.

   1. Audit Procedure. Tech Soft 3D or its designee (including its accountants and auditors) may, in Tech Soft 3D’s sole discretion, inspect and audit Customer’s use of the Software, Products and the Solutions under this Agreement at any time during an Order Form Term and for two (2) years following the termination or earlier expiration of such Order form Term to verify Customer’s compliance with this Agreement, the Order Form or any other written agreement between the Customer and Tech Soft 3D which governs the use of the Software, Products or Solutions. Customer shall make available all such books, records, hardware, information, and personnel, and provide all such cooperation and assistance, as may be requested by or on behalf of Tech Soft 3D with respect to such audit.

   2. Cost and Results of Audit. If the audit determines that Customer’s use of the Software and/or Solutions exceeded the usage permitted by this Agreement or the applicable Order Form, Customer shall pay to Tech Soft 3D all amounts due for such excess use of the Software and/or Solutions, plus interest on such amounts, at a rate of one and a half percent (1.5%) per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law. If the audit determines that such excess use equals or exceeds five percent (5%) of Customer’s permitted level of use, Customer shall also pay to Tech Soft 3D all costs incurred by Tech Soft 3D in conducting the audit and promptly correct any non-compliance. Customer shall make all payments required under this Section 8(b) (Cost and Results of Audit) within fourteen (14) days of the date of written notification of the audit results.

2. Confidential Information.

   1. During the Term, either party may disclose or make available to the other party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information that would be reasonably understood to be confidential, whether or not marked, designated, or otherwise identified as “confidential” (collectively, “Confidential Information”). The receiving party agrees that it will use the same care and discretion to avoid disclosure of any Confidential Information as it uses with its own similar information that it does not wish to disclose, publish, or disseminate (but in no event less than a reasonable degree of care). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving party at the time of disclosure; (c) rightfully obtained by the receiving party on a non-confidential basis from a third party; or (d) independently developed by the receiving party. Except as otherwise expressly permitted in writing by an authorized representative of the disclosing party or except where prohibited by applicable law, the receiving party agrees that it shall not use the Confidential Information of the disclosing party for any purpose other than the purpose for which the disclosing party disclosed the Confidential Information, or disclose or reveal the disclosing party’s Confidential Information to any person or entity, except to the receiving party’s employees, directors, officers, agents and consultants who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder, and are subject to legally binding obligations of confidentiality no less restrictive than those contained in this Agreement. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order shall first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (ii) to establish a party’s rights under this Agreement, including to make required court filings. If a protective order or other remedy is not obtained as outlined in (i) above, or if the disclosing party waives in writing compliance with the terms hereof, then the receiving party shall furnish only that portion of the Confidential Information which the receiving party is advised by written opinion of counsel is legally required and to exercise reasonable efforts to obtain confidential treatment of such Confidential Information. The parties acknowledge and agree that a breach of this Agreement by either party may cause continuing and irreparable injury to the other’s business as a direct result of any such violation for which the remedies at law may be inadequate and that a disclosing party shall therefore be entitled and to seek to obtain a temporary restraining order and injunctive relief against the other party, without posting a bond or other security, to prevent any violations thereof, and, in addition , any other appropriate equitable relief. Each party’s obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and shall apply during the Term of this Agreement and for a period of one (1) year thereafter; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the expiration or termination of this Agreement or any Order Form, for as long as such Confidential Information remains subject to trade secret protection under applicable law.

   2. Without limiting the foregoing, Customer acknowledges and agrees that the Software and associated documentation contain copyrighted and/or proprietary information of Tech Soft 3D, or its licensors, and constitute valuable assets and trade secrets of Tech Soft 3D. Accordingly, Customer agrees to use the Software only in accordance with the terms and conditions of this Agreement. Customer must implement commercially reasonable procedures to ensure continued confidentiality, security, and protection of the Software and the associated documentation as required hereunder and to prevent unauthorized access thereto or use thereof by any of Customer’s employees, end users, customers or any other entity. The provisions of this paragraph shall survive in perpetuity, notwithstanding any expiration or termination of the license granted hereunder or of this Agreement or any Order Form, in whole or in part.

3. Intellectual Property Ownership. Customer acknowledges that, as between Customer and Tech Soft 3D, Tech Soft 3D owns or has all rights to, and shall at all times retain sole title to and ownership of, all right, title, and interest, including all intellectual property rights in and to, the Software, in all forms and all copies thereof including, without limitation, any and all worldwide copyrights, patents, trade secrets, trademarks, and proprietary and confidential information rights associated with the Software except that any portion of the Software that is licensed from a third party shall remain owned by the applicable third party. Customer agrees to respect all applicable intellectual property rights, including patents, trademarks, copyrights, trade secrets, and licenses, pertaining to the Software, hardware, and services provided under this Agreement, any Addenda attached hereto, and any Order Form.

4. Customer Data.

   1. Tech Soft 3D does not claim ownership of Customer Data. Customer Data is, at all times, owned by Customer, and Customer is responsible for all Customer Data. Tech Soft 3D Solutions and Software do not replace the need for Customer to maintain business continuity and disaster recovery procedures or redundant data archives. TECH SOFT 3D HAS NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION, OR RECOVERY OF CUSTOMER DATA except for any such loss caused by Tech Soft 3D’s gross negligence. Customer hereby grants to Tech Soft 3D a limited and non-exclusive license to host, copy, process, and transmit Customer Data to provide, maintain, and improve the Software and Solutions during the Term. Notwithstanding the foregoing, Tech Soft 3D reserves the right to monitor usage and metrics and collect usage data (i.e., metadata) in any manner set forth in Section 12 (Aggregated and Benchmarking Data), below. To the extent necessary or desirable to provide services to Customer and others, to protect Customer and the Solutions, and to improve Solutions, Customer hereby irrevocably grants all such rights and permissions in or relating to Customer Data as are necessary or useful to Tech Soft 3D to enforce this Agreement and exercise Tech Soft 3D’s rights and perform Tech Soft 3D’s obligations hereunder. 

   2. Upon Customer’s written request, Tech Soft 3D will return to Customer or destroy all Customer Data within a reasonable period of time, provided that Tech Soft 3D shall have the right to charge Customer with the cost of returning to Customer or destroying such Customer Data, including, but not limited to, the time incurred by Tech Soft 3D at its then-current time and materials rates and reasonable copying, courier, and other delivery expenses. Tech Soft 3D may retain Customer Data after the Order Form Term if such Customer Data needs to be retained for the purpose of actual or potential litigation or other record-keeping purposes, or is on back-up, archival storage tapes, or the like and is therefore not practical to return or destroy, provided that Tech Soft 3D will maintain Customer Data according to this Agreement. Tech Soft 3D will have no duty to maintain Customer Data and may destroy Customer Data within thirty (30) days after expiration or termination of an Order Form Term, unless Customer agrees to pay an annual maintenance fee for Tech Soft 3D’s ongoing storage of Customer Data, as set forth in the Support Services Addendum. Customer agrees that Tech Soft 3D will not be liable to Customer or any third party for any Customer Data deleted under this Section 11(b) (Customer Data).

5. Aggregated and Benchmarking Data. Nothing in this Agreement shall limit Tech Soft 3D’s ability to collect, use, and disclose Aggregated Data (defined below) for the purpose of monitoring the performance, operation, or security of the Software or monitoring, enhancing, and creating new services. Customer agrees that Tech Soft 3D may collect, use, and disclose data concerning and derived from Customer’s use of the Software and Solutions, including Customer Data, for industry analysis, benchmarking, analytics, marketing,  and other business purposes, including but not limited to, usage based data and data which shall be used to confirm that Customer (and its end users or sublicensees, as applicable) has or have complied with all license and sublicense terms and Tech Soft 3D’s applicable terms and conditions; provided that any such data collected, used, and disclosed for such purposes will be in aggregate form only and will not identify Customer, its Users, or any third parties utilizing the Software Solutions as the source of the data (“Aggregated Data”) and Tech Soft 3D complies with all applicable laws in collecting, using, and disclosing such Aggregated Data. Aggregated Data shall not be considered Customer Data or Confidential Information of Customer. Moreover, Customer agrees to allow Tech Soft 3D to use Aggregated Data to compile benchmarking and usage data for research and development, including, but not limited to, operational, financial, and statistical data of Customer in order to provide comparative benchmarking services, decision support services, and predictive management services to Tech Soft 3D’s customers and prospective customers, and for use in Tech Soft 3D’s research and development of the Software. Customer grants Tech Soft 3D the right to collect and use such Aggregated Data for all such purposes. Customer agrees that it shall keep, maintain and preserve for at least five (5) years after the termination of any applicable Order Form accurate accounts and records of all use of the Software and products, including the use of any Integrated Products (as defined in any applicable Order Form) and any products of Tech Soft 3D which Customer may be entitled to license or sub license, in order to confirm Customer’s compliance with the terms of this Agreement, any applicable Order Form or any other agreement between Customer and Tech Soft 3D which may relate to, or be governed by, this Agreement. Upon reasonable request, TS3D shall have the right to examine and audit such records, solely as reasonably necessary to ensure compliance by Customer. 

6. Customer’s Third-Party Applications, Services, or Integrations. Customer acknowledges and agrees that the Solutions may operate with Customer’s applications or services that are provided by third parties (“Third Party Services”). Tech Soft 3D is not responsible for the operation of such Third Party Services nor the availability or operation of the Solution to the extent such availability and operation is dependent upon Third Party Services. Customer is solely responsible for procuring any and all rights necessary for it to access Third Party Services (including any Customer Data or other information relating thereto) and for complying with any applicable terms or conditions thereof.  Tech Soft 3D does not make any representations or warranties with respect to Third Party Services.  Any exchange of data or other interaction between Customer and Third Party Services is solely between Customer and such third-party provider and is governed by such third party’s terms and conditions.

7.  Limited Warranty.

   1. Customer acknowledges that Software in general is not error-free and agrees that the existence of minor errors not affecting functionality will not constitute a breach of this Agreement. In the event that the Customer discovers a material error which substantially affects the Customer’s use of the Software and notifies Tech Soft 3D of the error within ninety (90) days from the date of dispatch of the Software (the “Warranty Period”), will at its sole option and expense to repair or replace the non-conforming Software, provided, however, that Customer promptly notifies Tech Soft 3D of the first occurrence of the deficiency in writing within the applicable Warranty Period, and the Software has been demonstrated to be defective. Tech Soft 3D does not guarantee that all errors will be corrected.

   2. The warranties set forth in Section 14(a) (Limited Warranty) do not apply and become null and void if Customer breaches any provision of this Agreement, or if Customer, any User, or any other person granted access to the Software by Customer, whether or not in violation of this Agreement: (i) installs or uses the Software on or in connection with any hardware or software not specified in the associated documentation or expressly authorized by Tech Soft 3D in writing; (ii) modifies or damages the Software; (iii) misuses the Software, including any use of the Software other than as specified in the associated documentation or expressly authorized by Tech Soft 3D in writing; or (iv) uses of any version of the Software other than the most current version or fails to promptly install any Maintenance Release or replacement of the Software made available to Customer by Tech Soft 3D.

   3. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 14(a) (LIMITED WARRANTY) OR ANY OTHER WARRANTY SPECIFICALLY AND EXPLICITELY GRANTED IN ANY ADDENDA, ORDER FORM OR OTHER AGREEMENT EXECUTED BETWEEN THE PARTIES, THE SOFTWARE AND ASSOCIATED DOCUMENTATION AND ANY SOLUTIONS ARE PROVIDED TO CUSTOMER “AS IS” AND TECH SOFT 3D HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TECH SOFT 3D SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 14(a) (LIMITED WARRANTY), TECH SOFT 3D MAKES NO WARRANTY OF ANY KIND THAT THE SOFTWARE AND ASSOCIATED DOCUMENTATION AND ANY SOLUTIONS, OR ANY HARDWARE OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.

8. Indemnification by Customer. To the extent permitted by applicable law, Customer shall indemnify, hold harmless, and, at Tech Soft 3D’s option, defend Tech Soft 3D, its affiliates, agents, directors, officers, and employees from and against any and all losses, damages, liabilities, and costs (including reasonable attorneys’ fees) resulting from any claim, suit, action, or proceeding (each a “Claim”) based upon or arising out of Customer’s, or any User’s: (a) gross negligence, fraud, or willful misconduct; (b) use of the Software or associated documentation in a manner not authorized or contemplated by this Agreement or any Order Form (or Addenda attached hereto or thereto), including any unauthorized use by a third-party of any of the Software or Products knowingly or negligently provided or facilitated by Customer or any end user of Customer in violation of this Agreement; (c) breach of any of the representations and warranties made by Customer in Section 5 (Customer Obligations and Warranties), provided that Customer may not enter into any settlement binding upon Tech Soft 3D without Tech Soft 3D’s consent, which shall not be unreasonably withheld; or (d) any alleged or actual infringement of intellectual property rights pertaining to Customer’s use of the Software and Solutions provided under this Agreement. Tech Soft 3D shall have the right, at its option, to defend itself against any such Claim or to participate in the defense thereof by counsel of its own choice.

9. Indemnification by Tech Soft 3D. Tech Soft 3D will defend and indemnify, at its expense, any claim made against Customer by a third party based on an allegation that the Software infringes or misappropriates any United States patent, copyright, or trademark (“IP Claim”); provided, that Customer (a) has not materially breached the terms of this Agreement, (b) notifies Tech Soft 3D in writing promptly after Customer first learns of the IP Claim; and (c) reasonably cooperates in the defense of the IP Claim. Tech Soft 3D shall have sole control over such defense. If an IP Claim is made, Tech Soft 3D may modify the Software to be non-infringing, but still substantially similar to the current Software, or obtain for Customer a license to continue using the Software. If Tech Soft 3D determines it is not commercially reasonable or technically possible to perform either of the above options, then Tech Soft 3D may at its option elect to terminate this Agreement and refund to Customer the fees paid to Tech Soft 3D by Customer for the Software for the unused portion of the then current Order Form Term. Upon any such termination, Customer shall cease use of the Software. Tech Soft 3D shall have no indemnification obligations under this Section 16 (Indemnification by Tech Soft 3D), if the alleged infringement arises from: (i) Tech Soft 3D’s compliance with specifications or instructions prescribed by Customer; (ii) modification of the Software by Customer; (iii) use of the Software in combination with other software not provided by Tech Soft 3D and which use is not specifically described in the associated documentation, or (iv) use of the Software that does not include all Maintenance Releases made available to Customer by Tech Soft 3D if such Maintenance Release is necessary to avoid infringement. THIS SECTION 16 (INDEMNIFICATION BY TECH SOFT 3D) STATES CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND TECH SOFT 3D’S SOLE AND EXCLUSIVE LIABILITY AND OBLIGATION WITH RESPECT TO THIRD PARTY CLAIMS OF INFRINGEMENT OR MISAPPROPRIATION OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 16 (INDEMNIFICATION BY TECH SOFT 3D), TECH SOFT 3D SHALL NOT HAVE ANY OBLIGATION TO DEFEND OR INDEMNIFY CUSTOMER FOR THIRD PARTY CLAIMS.

10. Limitation of Liability.

    1. Limitation on Types of Damages Recoverable. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL TECH SOFT 3D BE LIABLE TO CUSTOMER OR ANY THIRD PARTY CLAIMING THROUGH A PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION, LOST PROFITS, LOST REVENUES, LOSS OF GOODWILL, LOST OR DAMAGED DATA, INVESTMENTS MADE, AND LOSS OF BUSINESS OPPORTUNITY OR INTERRUPTION) THAT CUSTOMER MAY INCUR OR EXPERIENCE UNDER OR IN CONNECTION WITH THIS AGREEMENT, ANY ORDER FORM, THE SOFTWARE, OR SOLUTIONS HOWEVER CAUSED AND UNDER WHATEVER THEORY OF LIABILITY (INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, TORT, NEGLIGENCE, AND STRICT LIABILITY) EVEN IF (i) TECH SOFT 3D WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, (ii) DIRECT DAMAGES DO NOT SATISFY A REMEDY, OR (iii) A LIMITED REMEDY SET FORTH IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE.

    2. Limitation on the Amount of Damages Recoverable. TO THE MAXIMUM EXTENT PERMITTED BY LAW, TECH SOFT 3D’S ENTIRE LIABILITY FOR ALL CLAIMS ARISING UNDER OR RELATED IN ANY WAY TO THIS AGREEMENT, ANY ORDER FORM, THE SOFTWARE, OR SOLUTIONS, REGARDLESS OF THE NATURE OF THE OBLIGATION, FORM OF ACTION OR THEORY OF LIABILITY (INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, NEGLIGENCE, AND STRICT LIABILITY), IN ALL CASES SHALL BE LIMITED TO, AND SHALL NOT EXCEED, IN THE AGGREGATE, FEES PAID TO TECH SOFT 3D UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY FOR THE SOFTWARE OR SOLUTIONS THAT ARE THE BASIS OF THE PARTICULAR CLAIM AND UNDER THE APPLICABLE ORDER FORM.

    3. Allocation of Risk. EACH PARTY ACKNOWLEDGES THAT THE FOREGOING DAMAGES EXCLUSIONS AND LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 17 (LIMITATION OF LIABILITY) REFLECTS THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND ACKNOWLEDGES THAT THE OTHER PARTY WOULD NOT HAVE ENTERED INTO THIS AGREEMENT ABSENT SUCH EXCLUSIONS AND LIMITATIONS OF LIABILITY OR THAT THE PRICES PAID BY CUSTOMER FOR THE SOFTWARE AND/OR SOLUTIONS WOULD HAVE BEEN HIGHER.

    4. No action, regardless of form, arising out of the transactions under this Agreement may be brought by either party against the other more than two (2) years after the cause of action has accrued, except for actions related to unpaid fees.

11. Termination. In addition to any other express termination right set forth in this Agreement, this Agreement will terminate as follows:

    1. Default in Performance or Breach. Except as otherwise provided in this Agreement, if either party defaults in the performance of or breaches any duty, or the payment of any amount due, under this Agreement, and such default or breach is incapable of cure or, being capable of cure, remains uncured thirty (30) days after written notice of default or breach given by the other party (other than Customer’s breach of Section 3 [Software License Grant] or Section 4 [Code of Conduct and Restrictions on Use], as specified above), the non-defaulting/non-breaching party may terminate this Agreement and any Order Form by giving written notice of termination. This Agreement and any Order Form will be terminated ten (10) days after such notice of termination (for uncurable breaches), or, immediately, if not cured upon the conclusion of the cure period, if any. If Customer breaches Section 3 (Software License Grant) or Section 4 (Code of Conduct and Restrictions on Use) of this Agreement, Tech Soft 3D may terminate this Agreement or any license to Software granted under this Agreement effective upon notice to Customer.

    2. Bankruptcy or Insolvency. Either party shall have the right to terminate this Agreement and any Order Form by giving written notice of termination to the other in the event of the insolvency or bankruptcy of such other, whether voluntary or involuntary, or the appointment of a trustee, receiver, or similar agent to take charge of or sell any material portion of such other’s property or business.

    3. Unless otherwise agreed in an Order Form, all Order Forms Terms shall automatically renew for the same duration and for the same number of Users as the original Order Form at the then-current rates and fees. Either party may terminate an expiring Order Form Term by written request, received by the other party at least sixty (60) days prior to the expiration date of the applicable Order Form.

    4. Right of Return. Customer may terminate their subscription for Services under any Order Form and request a refund, provided that no material breach of this Agreement, any applicable Order Form (and any terms thereof) has occurred or is occurring at the time of such termination.  Subject to the terms of the applicable Order Form, the amount of the Customer’s refund shall: (i) be limited to any prepaid funds covering the remainder (if any) of the current term of Customer’s annual software subscription contract (the “Remaining Term”); and (ii) exclude any applicable taxes, transaction fees. In addition, the Customer shall be charged a return fee of 9.0% of the value of the fees for the Remaining Term, which shall be charged directly against any refund requested by the Customer hereunder. Refunds will be applied to the form of payment made by the Customer in making the Term Payment, and any right to refund is limited solely to annual software subscription contracts entered into between the Customer and Tech Soft 3D. 

    5. Effects of Expiration or Termination.

       1. Amounts Due. Unless specified in any Order Form, if an Order Form provides for ongoing payments during the Order Form Term, or Customer has not paid all fees due and Customer cancels prior to the end of such Order Form Term, Customer agrees to pay the full amount that has or would have become due during such Order Form Term, and such payment shall be due in full upon termination.

       2. Termination of License. Upon expiration or termination of the Order Form Term, the license granted in Section 3 (Software License Grant) shall automatically terminate and Customer shall immediately cease use of the Software and either return all Software to Tech Soft 3D or, under Tech Soft 3D’s supervision, destroy all copies of the Software (including documentation, manuals, and accompanying materials) in Customer’s possession.

       3. Tech Soft 3D’s Confidential Information. Upon expiration or termination of this Agreement, Customer shall promptly return to Tech Soft 3D all copies, whether in written, electronic, or other form or media, of Tech Soft 3D’s Confidential Information, or destroy all such copies and certify in writing to Tech Soft 3D that such Confidential Information has been destroyed.

    6. Survival. Those provisions that by their nature should survive termination of this Agreement, will survive termination. Without limiting the generality of the foregoing statement, this Section 18(e) (Survival) and Section 1 (Definitions), Section 4 (Code of Conduct and Restrictions on Use), Section 7 (Invoicing and Payment), Section 8 (Audits), Section 9 (Confidential Information), Section 10 (Intellectual Property Ownership), Section 11 (Customer Data), Section 12 (Aggregated and Benchmarking Data), Section 14 (Limited Warranty), Section 15 (Indemnification by Customer), Section 16 (Indemnification by Tech Soft 3D), and Section 17 (Limitation of Liability) survive any expiration or termination of this Agreement.

12. General Provisions. The following general provisions apply to this Agreement:

    1. Integration. This Agreement, together with any other documents incorporated herein by reference and all Addenda, constitutes the sole and entire agreement of the parties. It is the complete and exclusive expression of the parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Agreement, the Addenda, and any other documents incorporated herein by reference, the following order of precedence governs: (i) first, any document incorporated herein by reference, including any exhibits, schedules, attachments and appendices to this Agreement, including any Order Forms and Addenda thereto, (ii) second, the Addenda to this Agreement as of the Effective Date; and (iii) third, this Agreement, excluding its Addenda. 

    2. Notices. All notices, requests, demands, and other communications required or permitted under this Agreement shall be given to the parties at their addresses listed in the most recent Order Form or at such other addresses as each shall notify the other in writing. All notices, requests, demands, and other communications under this Agreement shall be in writing, shall be served by hand delivery, overnight courier, and copy by email, and shall be deemed given upon the date of receipt. Notices relating to Software maintenance, Software issues, and Software service suspension may be published or posted by Tech Soft 3D over its service.

    3. Non-Solicitation. Customer agrees that during the Term of this Agreement and for a period of twelve (12) months after termination of this Agreement, it will not recruit or solicit, without Tech Soft 3D’s prior written consent, any person then employed or engaged by Tech Soft 3D if such person became known to Customer through the relationship established pursuant to this Agreement. This prohibition will not apply to job opportunities posted on recruiting websites or in other publications in which Customer seeks to find candidates for open positions (absent direct solicitation and/or recruitment).

    4. Relationship of Parties. The parties hereto are independent contractors and this Agreement shall not create or imply an agency relationship between the parties. Pursuant to and during the term of this Agreement, Tech Soft 3D may, from time to time, request that Customer execute such instruments and documents appointing Tech Soft 3D an agent of the Customer for a specific limited purpose. An officer of Customer shall, in a timely manner, execute and deliver to Tech Soft 3D or the third party requiring the same, such instruments designating Tech Soft 3D as Customer’s agent to the extent required by Tech Soft 3D to manage and perform to Services provided by it under this Agreement.

    5. Captions. The descriptive headings of the Sections and subsections of this Agreement are for convenience only, do not constitute a part of this Agreement, and do not affect this Agreement’s construction or interpretation.

    6. Force Majeure. Except for Customer’s payment obligations, in no event shall a party be liable to the other, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond such party’s reasonable control, including, but not limited to, acts of God, epidemic, pandemic, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, data security incidents (including ransomware or other malware), labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo. The effected party shall use reasonable efforts to mitigate the extent of the aforementioned excusable delay or failure and their adverse consequences. Should any such delay or failure continue for more than thirty (30) days, the Agreement may be terminated without liability by the non-delaying party.

    7. Assignment, Transfer, & Sublicensing. Customer may not sell, assign, transfer, give, or sub-license in any manner, by operation of law or otherwise, any licenses granted hereunder or all or a portion of the Software, the benefits of, or obligations under, this Agreement without the prior written consent of Tech Soft 3D. Tech Soft 3D may assign this Agreement, in whole or in part, at its discretion. Any purported assignment, transfer, or delegation in violation of this Section 19(g) (Assignment, Transfer & Sublicensing), is null and void. No assignment, transfer, or delegation will relieve the assigning or delegating party of any of its obligations hereunder.

    8. Binding Effect. This Agreement shall be binding upon the parties, their heirs, legal representatives, affiliates, and permitted successors and assigns.

    9. Applicable Law. This Agreement shall be governed by and interpreted in accordance with the law of the State of Delaware without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any other jurisdiction. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

    10. Venue. The parties agree that any legal suit, action, or proceeding arising out of or related to this Agreement shall be brought exclusively in a state or federal court serving Bend, Oregon, and the parties irrevocably submit to the exclusive jurisdiction of such court in any such suit, action, or proceeding.

    11. Equitable Relief. Each party acknowledges and agrees that a breach or threatened breach by such party of any of its obligations under Section 9 (Confidentiality Information) or, in the case of Customer, Section 4 (Code of Conduct and Restrictions on Use), would cause the other party irreparable harm for which monetary damages alone would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other party will be entitled to seek equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.

    12. Amendments. No amendment or modification of this Agreement shall be valid or binding upon the parties unless it is made in writing and signed by each of the parties.

    13. Non-Waiver. No failure or delay in exercising any right under this Agreement by either party will operate as a waiver of that any right, nor shall any partial exercise of any right preclude further exercise of the right.

    14. Severability. If any term or provision of this Agreement is adjudged by a court of competent jurisdiction to be invalid, illegal, or unenforceable under the laws of any state or the United States, the unaffected portions of this Agreement shall be unimpaired and remain in full force and effect. In the event of such a ruling, the parties shall negotiate in good faith a substitute for the provision declared invalid, illegal, or unenforceable.

    15. Export Regulation. The Software and/or Solutions may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. Customer shall not, directly or indirectly, export, re-export, or release the Software or Solutions to, or make the Software or Solutions accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. Customer shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Software or Solutions available outside the US.

    16. US Government Rights. Each of the Software and the associated documentation is a “commercial item” as that term is defined at 48 C.F.R. § 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. § 12.212. Accordingly, if Customer is an agency of the US Government or any contractor therefor, Customer only receives those rights with respect to the Software and documentation as are granted to all other end users under license, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government licensees and their contractors. 

    17. Execution in Counterparts. This Agreement may be signed in counterparts, each of which is deemed an original, and all of which together are deemed a single instrument when signed by both parties.

    18. No Agency. This Agreement does not create any agency relationship between the parties.

    19. Attorney Fees. The prevailing party in any litigation concerning this Agreement will be entitled to reasonable attorney’s fees and court costs, in addition to any other relief to which that party may be entitled.

    20. Publicity. Nothing contained in this Agreement shall be interpreted so as to prevent Tech Soft 3D from publicizing its business relationship with Customer or the nature of the Software or Solutions sold to or performed for Customer.

    21. No Third Party Beneficiaries. This Agreement does not and is not intended to confer any enforceable rights or remedies upon any person or parties other than the parties hereto.

    22. Construction. The paragraph headings in this Agreement are for convenience only, do not constitute a part of this Agreement, and shall not affect its interpretation. The terms of this Agreement are to be construed as singular, plural, masculine, feminine, or neuter, as context requires.

CUSTOMER ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS THE AGREEMENT AND ADDENDA, AND AGREES TO BE BOUND BY THEIR TERMS AND CONDITIONS.

Addendum A

SUPPORT SERVICES ADDENDUM

This Support Services Addendum (this “Addendum A”) is an addendum to the Master Software License and Service Agreement (the “Agreement”) between Tech Soft 3D and Customer (as defined in the Agreement). Capitalized terms used in this Addendum A and not otherwise defined below shall have the meanings given to such terms in the Agreement.

Customer and Tech Soft 3D hereby agree to the following:

1. Support Services. Tech Soft 3D shall provide Customer with support as set forth in this Support Services Addendum at the fees, if any, as listed in the applicable Order Form. Customer’s failure to install a Maintenance Release promptly after receipt from Tech Soft 3D may result in termination of the Support Services Addendum and all Support by Tech Soft 3D, without any obligation or liability to Customer or any other person by reason of such termination.

2. Definitions.

   1. “Maintenance” means scheduled unavailability of the Services, as announced by Tech Soft 3D prior to the Services becoming unavailable.

   2. “Production” environment refers to the live environment where Users interact and log live data.

   3. “QA/Testing” environment refers to a pre-production environment used to test new releases, configuration changes, or customizations either through human or automated testing, prior to implementation in the Production environment.

   4. “Services” means Support Services and the professional services provided by Tech Soft 3D on a Statement of Work.

   5. “Training” environment refers to an environment which mirrors or closely mirrors the Production environment that is typically used to training new users on software usage, configuration changes, and other topics.

3. Technical Support. Tech Soft 3D will provide Customer with Support Monday through Friday from 8:00 a.m. to 5:00 p.m. Central Time, excluding Tech Soft 3D’s observed holidays. If Tech Soft 3D, in its sole discretion, determines that emergency Support is related to an issue not caused by Tech Soft 3D, Customer shall pay for any such emergency Support at then current rate. Emergency Support is billed in fifteen (15) minute increments, with a minimum charge of one hundred dollars ($100.00) in the calendar month in which emergency Support is provided.

4. Submission of Support Cases. Support cases can be submitted to Tech Soft 3D Technical Support by the following channels: Support Portal (recommended for all issues) Link: https://partner.support.techsoft3d.com Email (Best for critical or time sensitive issues) Email address: support@techsoft3d.com

Or,

Telephone Phone: US +1 541.385.3000 Europe : +33 (0)4 72 81 68 81

1. Service Commitment: Response Times.

1. Tech Soft 3D will classify all tickets as Severity 3 (normal) by default and adjust accordingly based on the details provided by Customer about the issue. Ticket classifications are determined by Tech Soft 3D based upon the availability and usability of Tech Soft 3D services to ensure optimal resolution time for all customers. Issues with QA/Testing or Training environments rarely have an impact on Production environments. As such, issues with non-Production environments generally will not be classified as High or Medium Priority Levels.

2. Exclusions and Limitations. The Service Commitments outlined in Section 5 (Service Commitments: Response Times) in this Addendum A do not apply to any unavailability, suspension, or termination of service, or any other performance issue resulting from:

   1. Factors outside of Tech Soft 3D’s reasonable control, including force majeure events, Internet access issues or failures, or problems beyond the demarcation point of the Tech Soft 3D network,

   2. Any actions or inactions of Customer, its Users, or any third party,

   3. Failure of hardware, software, or other technology belonging to Customer, its Users, or any third party (other than third-party hardware within Tech Soft 3D’s direct control),

   4. Scheduled Maintenance,

   5. Changes or alterations to the Software not specifically authorized or performed by Tech Soft 3D, or

   6. Any version of the Software other than the current version of the Software or the immediately prior release of the Software.

Support does not extend to customized software, configuration of hardware, non-Tech Soft 3D software, networking services, consulting services and general computer system maintenance.Warranty. Tech Soft 3D warrants to Customer that: the Services shall be performed in a good, workmanlike, professional, and conscientious manner by experienced and qualified employees of Tech Soft 3D according to the generally accepted standards of the industry to which the Services pertain. Services will be deemed accepted by Customer if not rejected for non-conformance in a reasonably detailed writing submitted to Tech Soft 3D within five (5) days of performance of Services. Upon confirmation of the non-conformance, Tech Soft 3D will use commercially reasonable efforts to take the steps necessary to correct the non-conformance at no charge to Customer. This is Customer’s sole and exclusive remedy for breach of this warranty.

1. Escalation. Tech Soft 3D aims to provide the best customer experience possible. If Customer feels Tech Soft 3D Technical Support is not meeting these standards, Customer may escalate concerns to management by emailing support.critical@techsoft3d.com 

2. Changes to Support. Tech Soft 3D may make changes to its Support from time to time. As Customer’s sole remedy in the event of a material change, Customer shall have the right to terminate this Addendum A and receive a pro-rata refund of any fees paid by Customer for such Support services for the terminated portion of the Term.

3. Changes to this Addendum A. Tech Soft 3D may make changes to this Addendum A from time to time but will not reduce the level of Support for which Customer has paid. In the event of any material change to this Addendum A, Tech Soft 3D will notify Customer by either sending an email to the email address(es) provided by Customer pursuant to this Addendum A or posting a notice in Customer’s administrator account.

4. Additional Services.

   1. Training may be purchased at Tech Soft 3D’s then-current professional service rates. For onsite training, Customer shall pay Tech Soft 3D a per diem rate for trainer’s meals and incidentals, including travel days. All other travel expenses, such as airline tickets, car rentals, and hotels, will be invoiced to Customer at the actual incurred expense, all of which shall, at Tech Soft 3D’s election, be payable by Customer in advance.

   2. The following items are considered customization of the Solutions and the Software and must be contracted separately, if desired by Customer: (i) custom data imports; (ii) custom data extracts; (iii) custom reporting; and (iv) custom functionality. Tech Soft 3D is not responsible for providing additional professional services, including additional implementation services or software customizations, except where Tech Soft 3D has agreed in writing to provide such services in a separate written agreement between the parties. Any customizations requested by Customer will be agreed upon through statements of work signed by the parties and will be governed by the Agreement and Tech Soft 3D’s Custom Developed Services Addendum. Support and availability for professional services and customizations differ from the Support described in this Support Services Addendum. If Customer performs any customization to the Solutions or the Software, or to applications that intend to interact with the Solutions or Software, without engaging Tech Soft 3D to perform the work, Tech Soft 3D will not guarantee that Customer’s modifications will function properly or remain secure, including when Maintenance Releases are applied, nor will Tech Soft 3D guarantee that optimal application performance will be met and maintained.

   3. Post-Termination Maintenance. Subject to the terms and conditions of this Addendum A, Customer may purchase ongoing storage of Customer Data by Tech Soft 3D by executing the applicable Order Form and paying an annual fee at the then-current rate (the “Annual Maintenance Fee”). In consideration of Customer’s payment of the applicable Annual Maintenance Fees, if Customer wishes to reactivate the Solutions and the Software, Customer may do so by paying a reactivation fee at the then-current rate, in addition to the Annual Fee then due for the Software. Tech Soft 3D reserves the right to refuse to provide ongoing storage of Customer Data, and to destroy any and all Customer Data then-stored, in the event Customer fails to pay the applicable Annual Maintenance Fee at any time. Tech Soft 3D further reserves the right to refuse reinstatement of reactivation if the period of time elapsed after expiration or termination of the Agreement exceeds twenty-four (24) months.

Survival. Those provisions that by their nature should survive termination the Agreement, will survive termination. Without limiting the generality of the foregoing statement, Section 6 (Exclusions and Limitations) and Section 10 (Additional Services) of this Addendum A, will survive any expiration or termination of the Agreement.

Addendum B

CUSTOM DEVELOPED SERVICES ADDENDUM

This Custom Developed Services Addendum (this “Addendum B”) is an addendum to the Master Software License and Service Agreement (the “Agreement”) between Tech Soft 3D and Customer (as defined in the Agreement). Capitalized terms used in this Addendum B and not otherwise defined below shall have the meanings given to such terms in the Agreement.

Customer and Tech Soft 3D may agree to Custom Developed Services using a Statement of Work, Addenda, or other document describing additional Solutions. Any such document is deemed part of this Agreement and subject to the terms contained herein.

Addendum C

SPECIFIC TERMS AND CONDITIONS RELEVANT TO CERTAIN PRODUCTS