NANOSOFT SOFTWARE END USER LICENSE AGREEMENT
This End User License Agreement ('Agreement') is made by and between ZAO Nanosoft, Marshala Timoshenko Street 17 building 1, 121359, Moscow, Russian Federation ('Nanosoft') and you ('Licensee').
IMPORTANT - READ CAREFULLY: The terms and conditions below set forth a legal agreement between Nanosoft and Licensee relating to the computer software and documentation distributed with, or otherwise subject to, this Agreement (the 'Software'). Licensee should carefully read these terms and conditions BEFORE installing the Software. This Agreement may be amended from time to time by Nanosoft, and continued use of the Software may be made contingent upon the acceptance of such amended terms.
1. LICENSE
Nanosoft hereby grants to Licensee a non-transferable and non-exclusive license to use the Software solely in accordance with this Agreement.
The Software may be installed, executed and accessed by Licensee as well as its employees, students, consultants and subcontractors (collectively, together with the Licensee, the 'Authorized Users') on devices belonging to Licensee ('Machines'), and may not be executed or accessed by any other means, including without limitation via the Internet.
Subject to the conditions set forth in this Agreement, that are subject to amendment, Licensee may copy and distribute the Software.
Software incorporates software license activation and management technology to control the execution of the Software, and to specify the purposes for which Licensee may use the Software pursuant to this Agreement (the 'Permitted usage'). Licensee may display the Permitted usage by entering the command 'About' in the Software, either through the menu or through the command line. Permitted usage may include
“DEMONSTRATION,” defined as for educational and training purposes;
“COMMERCIAL”, defined as for personal, commercial, professional, for-profit, or non-profit purposes; or
“TRIAL,” defined as for personal, commercial, professional, for-profit, or non-profit purposes.
Other Permitted usage, not defined herein, is not licensed pursuant to this agreement.
Licensee may use the Software's Application Programming Interfaces (“APIs”) only to create software in support of Licensee's internal business needs, for use only by Authorized Users. Licensee acknowledges that use of the APIs for any other purpose, including without limitation the creation of software for distribution outside Licensee's business, is not permitted under this Agreement, and requires a separate agreement between Licensee and Nanosoft. Licensee may use Software's LISP programming language to create software for use by Authorized Users, or for free distribution outside Licensee's business.
Except to the extent permitted by applicable law, Licensee shall not analyze for purposes competitive to Nanosoft, reverse engineer, decompile, disassemble, or otherwise translate all or part of the Software, or permit Authorized Users to do so.
2. TERM & TERMINATION
This Agreement shall come into full force and effect upon Licensee's acceptance of these terms and conditions, which acceptance is indicated by selecting the 'Accept' button in the dialog presenting this Agreement, by downloading and/or installing and/or using the Software, and/or by Licensee's acceptance of another agreement that references and incorporates this Agreement, whichever occurs first. This Agreement may be terminated at any time by Nanosoft for any breach hereof upon notice to Licensee. Periodic activation may be required by Licensee in order to continue use of the Software. Use of the Software may be interrupted until necessary activation steps are taken by Licensee. Upon termination hereof, Licensee shall immediately uninstall and delete all copies of the Software and discontinue use of the Software. The sections entitled 'PROTECTION AND NON-DISCLOSURE', 'WARRANTY AND DISCLAIMER OF WARRANTY, RISK OF USE, LIMITATION OF LIABILITY AND INDEMNITY' and 'GOVERNING LAW AND JURISDICTION' shall survive termination of this Agreement.
3. PROTECTION AND NON-DISCLOSURE
The Software, including any copies made by or for Licensee, in whole or in part, are the sole property of Nanosoft or its licensor(s). All intellectual property rights in the Software belong exclusively to Nanosoft or its licensor(s). Nanosoft and/or its licensors shall retain all title, copyright and other intellectual property rights in the Software and all modifications, enhancements or other works derivative of the Software.
Licensee shall preserve and reproduce any copyright, patent and trademark notices which may appear in the Software on all copies thereof, in whole or part.
Licensee acknowledges that the methodologies, techniques, expressions, ideas and concepts contained in or expressed within the Software are proprietary information and trade secrets of Nanosoft or its licensor(s). Licensee shall treat them as confidential information and never disclose them.
4. LICENSEE'S RESPONSIBILITIES
Licensee is solely responsible for supervising, managing and controlling the use of the Software in compliance with this Agreement, and shall take all appropriate measures, including with Authorized Users, to ensure such compliance, including without limitation compliance with its authorized use, and confidentiality obligations. Export to Licensee of Software is subject to all applicable countries' export and re-export laws and regulations. Nanosoft shall have no liability whatsoever towards Licensee if such authorizations, licenses or approvals are not obtained. Licensee shall not export or re-export, either directly or indirectly, Software when such export or re-export requires an export license or other governmental approval without first obtaining such license or approval. Licensee hereby certifies to Nanosoft that the Software will not be used in any activity related to chemical, biological, radiological, or nuclear weapons or their delivery systems, and will not be diverted to any country, company or individual that is prohibited by the applicable export laws of any country.
5. WARRANTY AND DISCLAIMER OF WARRANTY, RISK OF USE, LIMITATION OF LIABILITY AND INDEMNITY
THE Software IS MADE AVAILABLE ON AN 'AS IS' BASIS, AND WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT OR FITNESS FOR ANY PARTICULAR PURPOSE, AND ALL SUCH WARRANTIES, CONDITIONS, UNDERTAKINGS, AND TERMS ARE HEREBY EXCLUDED TO THE EXTENT PERMITTED BY LAW. IN NO EVENT SHALL Nanosoft OR ITS LICENSOR(S) BE LIABLE FOR DIRECT OR 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 Licensee's USE OF THE Software, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF DATA, OR LOSS OF USE DAMAGES ARISING OUT OF THIS Agreement OR THE SUPPLYING OF THE Software, EVEN IF Nanosoft OR ITS LICENSOR(S) ARE AWARE OF OR ARE NOTIFIED OF THE POSSIBILITY THEREOF. THIS SECTION SHALL SURVIVE ANY EXPIRATION OR TERMINATION OF THIS Agreement. Licensee's USE OF Software SHALL BE AT Licensee's SOLE RISK. Licensee SHALL INDEMNIFY AND HOLD Nanosoft HARMLESS FROM ANY AND ALL LIABILITY OR EXPENSE, INCLUDING REASONABLE ATTORNEYS' FEES, ARISING OUT OF THIS Agreement OR Licensee's USE OF THE Software UNDER THIS Agreement.
6. INTERNET CONNECTIVITY AND PRIVACY
The Software may cause Machines, without notice, to connect to the Internet and to communicate with a Nanosoft website or nanocad.com domain for purposes including, but not limited to, providing Licensee with additional information about the Software and other Nanosoft products and Services. Whenever the Software make an Internet connection and communicate with a Nanosoft website, whether automatically or due to explicit User request, the Nanosoft Privacy policy (hyperlinked to http://nanocad.com) shall apply, and is incorporated herein by reference. Additionally, unless Licensee is provided with Additional Terms of Use, the nanocad.com Terms of Use (hyperlinked to http://nanocad.com) shall apply, and are incorporated herein by reference.
7. GOVERNING LAW AND JURISDICTION
Except as expressly permitted herein, this Agreement may be modified only by written amendment signed by the parties and no other act, document, usage or custom shall be deemed to amend or modify this Agreement, including but not limited to Licensee's terms and conditions. The Agreement shall be governed and construed in accordance with the laws of Russian Federation. The Moscow Court of Arbitration shall have exclusive jurisdiction to hear any dispute arising out of or in connection with the interpretation and/or performance of this Agreement, however, the parties acknowledge and agree that in the event that the subject matter of any such dispute is intellectual property, Nanosoft shall have the right to bring any such dispute before the Moscow City Court. Licensee acknowledges and agrees that the last two sentences above shall not prevent, restrict or otherwise limit in any manner, Nanosoft's rights to seek equitable remedies, including injunctive relief before any competent court in any jurisdiction.
8. U.S. GOVERNMENT RESTRICTED RIGHTS
If Licensee is an agency or unit of the U.S. Government, or obtains the Software for the benefit of the U.S. Government, the Software and the related Documentation are 'commercial items,' specifically 'commercial computer software' and 'commercial computer software documentation,' and, consistent with FAR 12.212 and DFARS 227.7202, as applicable, are licensed to Licensee only with those rights as are granted pursuant to this Agreement. This provision shall survive any termination or expiration of the Agreement.

Rev: NS Intl EULA, Eng, V0.67, 1-Oct-2013