End User License Agreement

This End User License Agreement (this “Agreement”) is between you (both the individual installing the Software and any single legal entity on behalf of which such individual is acting) (“You” or “Your”) and Nexa3D Inc. (“Nexa3D”).

IT IS IMPORTANT THAT YOU READ CAREFULLY AND UNDERSTAND THIS AGREEMENT. BY CLICKING THE “I ACCEPT” BUTTON OR DOWNLOADING, INSTALLING OR USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE WITH ALL THE TERMS OF THIS AGREEMENT OR DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, PLEASE CLICK THE “I DO NOT ACCEPT” BUTTON. IF YOU DO NOT ACCEPT THIS AGREEMENT, YOU WILL NOT HAVE THE RIGHT TO DOWNLOAD, INSTALL OR USE THE SOFTWARE.

  1. Definitions

    1. “Documentation” means the user guides and manuals for installation and use of the Print Processing Software.

    2. “Embedded Software” means the operating system and other software installed by Nexa3D (or its manufacturers) on the Products.

    3. “Print Processing Software” means the NEXA print processing software that Nexa3D makes available to you for download and use with Products and any updates to such software provided to You by Nexa3D.

    4. “Products” means the Nexa3D printers that You purchase or lease in connection with which the Software has been provided to You.

    5. “Software” means Embedded Software and Print Processing Software.

  2. Software license

    1. License for Print Processing Software. Subject to (and conditioned on compliance with) the terms and conditions of this Agreement, Nexa3D hereby grants to You a limited, non-exclusive license to: (a) install and use a single copy of the Print Processing Software, in machine readable form only, on a single computer, solely for use with the Products; (b) use the Documentation provided with the Software in support of Your authorized use of the Print Processing Software; and (c) make a single back-up copy of the Print Processing Software, solely for back-up purposes, provided that all trademark, copyright and other proprietary and restricted rights notices, legends and symbols included in the original version of the Print Processing Software are reproduced on such back-up copy.

    2. License for Embedded Software. Subject to (and conditioned on compliance with) the terms and conditions of this Agreement, Nexa3D hereby grants to You a limited, non-exclusive license to use the Embedded Software solely as installed by Nexa3D (or its manufacturers) on the Products as necessary for the operation of such Products. Restrictions. You will not, and will not permit any third party to: (a) copy or use the Software except as expressly permitted by this Agreement, (b) modify, translate, distribute, create derivative works based on, pledge, relicense, sublicense, loan, rent or lease the Software or use the Software for third-party training, commercial time-sharing or service bureau use, (c) reverse engineer, disassemble or decompile the Software, or attempt to determine any source code, algorithms, methods, or techniques used or embodied in the Software, except to the extent expressly permitted by applicable law despite this restriction, (d) use the Software on a stand-alone basis or in conjunction with any third party products, or (e) remove or alter any trademark, copyright or other proprietary and restricted rights notices, legends and symbols appearing in or on the Software.

    3. Third Party and Open Source Software. The Software may include software owned by third parties, including both proprietary and open source software (collectively, “Third Party Software”), which may be subject to additional terms, conditions and limitations imposed by the relevant third party licensors (“Third Party Terms”). Any such Third Party Terms will be included or referenced in the documentation provided with the Products or on the Nexa3D website. Notwithstanding anything to the contrary in this Agreement, You will comply with the Third Party Terms and, if any Third Party Terms conflict with the terms and conditions of this Agreement with respect to any Third Party Software, then the Third Party Terms will control (and will resolve any conflict or inconsistency) with respect to such Third Party Software. To the extent any open source license requires that Nexa3D provide You any rights with respect to Third Party Software that are inconsistent with the licenses granted in this Agreement (or any limitations or restrictions on those licenses as set forth in this Agreement), then the applicable open source license will take precedence over those licenses (and such limitations and restrictions), but solely with respect to the applicable Third Party Software. You acknowledge that any such open source license is solely between You and the applicable third party licensor and You agree to comply with the terms of any such open source license.

    4. No Assignment; One Time Transfer. You will not, and You have no right to, transfer, assign or delegate any of Your rights or obligations under this Agreement, by operation of law or otherwise, without the prior written consent of Nexa3D.

    5. Ownership. Nexa3D and its licensors own and will retain all right, title and interest in and to the Software, including all patent, copyright, trademark, trade secret and any other intellectual property or industrial rights in and to the Software, and any improvements, updates and derivative works thereof. You do not acquire any rights, express or implied, in the Software other than those rights expressly granted under this Agreement.

    6. No Support. Nexa3D has no obligation under this Agreement to provide technical support, maintenance, upgrades, modifications or new releases under this Agreement.

  3. Disclaimers

    THE SOFTWARE IS PROVIDED “AS IS” WITH NO WARRANTY. TO THE FULLEST EXTENT PERMITTED BY LAW, NEXA3D MAKES NO, AND EXPRESSLY DISCLAIMS ALL, REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE SOFTWARE OR ANY OTHER SUBJECT MATTER OF THIS AGREEMENT, INCLUDING ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, ACCURACY, TITLE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND ANY WARRANTIES THAT MAY ARISE OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITATION OF THE GENERALITY OF THE FOREGOING, NEXA3D DOES NOT WARRANT THAT: (A) THE SOFTWARE WILL MEET YOUR REQUIREMENTS, (B) THE SOFTWARE WILL BE COMPATIBLE WITH OR OPERATE ON THE COMPUTER OR OTHER DEVICE ON WHICH YOU INSTALL IT, (C) DEFECTS IN THE SOFTWARE WILL BE CORRECTED, OR (D) THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE. THIS AGREEMENT CONTAINS NO WARRANTIES FROM NEXA3D FOR THE PRODUCTS, WHICH ARE SUBJECT TO NEXA3D’S STANDARD HARDWARE WARRANTY (IF ANY) APPLICABLE THERETO. THE FOREGOING DISCLAIMERS MAY NOT APPLY TO YOU IF AND TO THE EXTENT SUCH DISCLAIMERS ARE NOT PERMITTED UNDER THE APPLICABLE LAWS OF THE JURISDICTION IN WHICH YOU RESIDE.

  4. Termination

    This Agreement is effective for as long as You continue to own or lease the applicable Products, unless terminated sooner. Nexa3D may terminate this Agreement upon notice to You if You fail to comply with any terms of this Agreement. Upon any expiration or termination of this Agreement (or of Your rights and licenses under this Agreement), You will immediately cease all use of the Software and permanently delete and make unrecoverable all copies of the Print Processing Software (including Your back-up copy and all Documentation) from Your computer or similar device on which it was installed. Upon any such termination, Sections 1, 2.3, 2.4, 2.6, 3, 4 and 5 will survive.

  5. General Terms

    1. Dispute Resolution. If there is any dispute relating to this Agreement, then the Dispute will be settled by binding arbitration administered by the American Arbitration Association in accordance with its applicable rules then in effect. The Agreement will be governed by the substantive law of the State of California without regard to the State’s conflicts of laws rules that would result in the application of the laws of another jurisdiction, and without giving effect to the conflicts of law principles of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. The location of the arbitration will be Los Angeles, California. The award of the arbitrator will be final and binding, and judgment on the award may be enforced in any court having jurisdiction thereof. Nothing in this Section will preclude any Party from seeking interim or provisional relief concerning the dispute.

    2. Limitation of Liability. To the fullest extent permitted by law, (a) in no event will Nexa3D be liable for any indirect, incidental, special, consequential or punitive damages, or damages for loss of profits, revenue, business, savings, data, use or cost of substitute procurement, whether in an action in contract or tort, even if Nexa3D has been advised of the possibility of such damages or if such damages are foreseeable, and (b) Nexa3D’s aggregate liability under this Agreement or in any way related to the Software or any other subject matter of this Agreement will not exceed the amounts actually paid by You for the Products. You acknowledge that the limitations of liability in this Section 5.2 and in the other provisions of this Agreement and the allocation of risk herein are an essential element of the bargain between the parties, without which Nexa3D would not have entered into this Agreement. Nexa3D’s pricing of the Products reflects this allocation of risk and the limitation of liability specified herein.

    3. Severability. If any provision of this Agreement is held to be illegal, invalid or otherwise unenforceable, such provision will be enforced to the extent possible consistent with the stated intention of the parties, or, if incapable of such enforcement, will be deemed to be severed and deleted from this Agreement, while the remainder of this Agreement will continue in full force and effect.

    4. Compliance with Laws. You will comply fully with all applicable laws and regulations, including export laws. Without limiting the generality of the foregoing, You will not, and You will require Your representatives not to, export, direct or transfer the Software, or any direct product thereof, to any destination, person or entity restricted or prohibited by the applicable law.

    5. Entire Agreement; Waiver. This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter of this Agreement. The waiver by either party of any default or breach of this Agreement may only be made in writing and will not constitute a waiver of any other or subsequent default or breach.