EULA

SOLUTION END USER LICENSE AGREEMENT

This Solution End User License Agreement ("Agreement") governs Your use of the Solution, unless the Solution includes a separate license agreement, in which case the terms of that license agreement will govern.

By downloading and/or by using the Solution, You indicate Your acceptance of this Agreement, which contains the terms of a legal agreement between You and the Solution Provider. If You are accepting this Agreement on behalf of a company or other legal entity, You represent that You have the authority to bind such entity to this Agreement. If You do not have such authority or You do not agree with this Agreement, You must not download or use the Solution.

The "Effective Date" of this Agreement is the date of Your acceptance of this Agreement. PTC may modify the terms of this Agreement at any time by posting the updated terms at http://marketplace.thingworx.com/eula.

I. DEFINITIONS

"Company" means a company or a person.

"Solution" means any (i) downloadable software including but not limited to applications, extensions, plug-ins, custom agents, or integrations that are designed to interoperate with the ThingWorx® Platform or other PTC IoT products and which may contain Third Party Components; (ii) ThingWorx system integration services; or (iii) products that are certified as ThingWorx Ready or which have been built using the ThingWorx platform.

"Solution Provider" is the licensor of the Solution. The Solution Provider may be PTC or a third party licensor who has consented to the use of this Agreement for their Solution.

"ThingWorx Ready" means a Solution that has been certified pursuant to the requirements of the ThingWorx Ready Certified Partner Program. A ThingWorx Ready product is certified by ThingWorx to work with the ThingWorx platform.

"PTC" means PTC Inc.

"You" or "Your" means the end user. In the case where the end user is accepting on behalf of a Company, the terms "You" or "Your" will refer to such Company.

II. LICENSE GRANT

The Solution Provider grants you a non-exclusive, non-transferable, worldwide, limited use license to use the Solution solely for internal business use. The Solution Provider reserves all rights not expressly granted to You herein.

III. ADDITIONAL RESTRICTIONS ON USE

You may not permit any third parties who are not bound by this Agreement to access or use the Solution. You shall not and shall not permit any third party(ies) to:
(i) distribute or make the Solution available over a network where it could be used by multiple devices at the same time;
(ii) modify or create any derivative work of any part of the Solution;
(iii) rent, lease, or loan the Solution;
(iv) use the Solution, or permit it to be used, for third-party training, to deliver software implementation or consulting services to any third parties, or for commercial time-sharing or service bureau use;
(v) disassemble, decompile or reverse engineer the Solution or the file format of the Solution, or otherwise attempt to gain access to the source code or file format of the Solution;
(vi) sell, license, sublicense, loan, assign, or otherwise transfer (whether by sale, exchange, gift, operation of law, or otherwise) to any third party the Solution, any copy thereof, or any license or other rights thereto, in whole or in part;
(vii) alter, remove, or obscure any copyright, trade secret, patent, trademark, logo, proprietary and/or other legal notices on or in any copies of the Solution; and
(viii) copy or otherwise reproduce the Solution in whole or in part, except (a) as may be required for their installation into computer memory for the purpose of executing the Solution, and/or (b) to make a reasonable number of copies solely for back-up purposes (provided that any such permitted copies shall be the property of Solution Provider and You shall reproduce thereon all Solution Provider copyright, trade secret, patent, trademark, logo, proprietary and/or other legal notices contained in the original copy of the Solution obtained from Solution Provider).

If You breach this restriction, You may be subject to prosecution and damages. The terms of the license will govern any upgrades provided by Solution Provider that replace and/or supplement the original Solution, unless such upgrade is accompanied by a separate license, in which case the terms of that license will govern.

IV. PAYMENT

Some Solutions may be provided for a fee. You shall be obligated to pay the applicable fees for the Solution ordered. Unless payment is made by credit card (in which case the fees are due immediately), all fees and other charges due hereunder are due and payable in full within thirty days of the date of PTC’s invoice. You will be responsible for all sales, use, VAT, transfer and other taxes and duties imposed by any federal, state, municipal or other governmental authority relating to the Solutions granted hereunder, exclusive, however, of taxes based on the net income of Solution Provider.

V. CONSENT TO USE OF DATA

You agree that Solution Provider may collect and use technical data and related information, including but not limited to technical information about Your device, system and application software, and peripherals, that is gathered periodically to facilitate software updates, product support, third party integrations with other systems, and other services to You (if any) related to the Solution. Solution Provider may use this information, as long as it is in a form that does not personally identify You, to improve its products or to provide services or technologies to You.

VI. INTELLECTUAL PROPERTY OWNERSHIP

The Solution Provider is the sole owner of the Solution and of any copies of the Solution, and of all copyright, trade secret, patent, trademark and other intellectual or industrial property rights in and to the Solution. All copies of the Solution, in whatever form provided by Solution Provider or made by You, shall remain the property of the Solution Provider, and such copies shall be deemed to be on loan to You during the term of this Agreement. You acknowledge that the license granted hereunder does not provide You with title to or ownership of the Solution or any copies thereof, but only a right of limited use consistent with the express terms and conditions of this Agreement. You shall have no rights to the source code for the Solution and You agree that only the Solution Provider shall have the right to maintain, enhance, or otherwise modify the Solution. The trademarks and tradenames displayed within the Solution and/or PTC’s other websites are the property of the Solution Provider. You are not permitted to use these Marks without the prior written consent of PTC.

VII. TERMINATION

If the Solution is provided for a limited term subscription, the license will expire at the end of such term, unless renewed otherwise. The license is effective until terminated by You, PTC, or the Solution Provider. Your rights under this license will terminate automatically without notice from the Solution Provider if You fail to comply with any term(s) of this license. Upon termination of the license, You shall cease all use of the Solution, and destroy all copies of the Solution.

VIII. THIRD PARTY COMPONENTS AND MATERIALS

The Solution may contain embedded third party software components for which additional terms apply and may enable access to Solution Provider’s and third party services and web sites (collectively and individually, "Third Party Components"). Use of the Third Party Components may require Internet access and that You accept additional terms of service. You agree to use the Third Party Components at Your sole risk and that the Solution Provider shall not have any liability to You for content that may be found to be offensive, indecent, or objectionable.

By using the Third Party Components, You acknowledge and agree that the Solution Provider is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Components or web sites. The Solution Provider does not warrant or endorse and does not assume and will not have any liability or responsibility to You or any other person for any Third Party Components or web sites, or for any other materials, products, or services of third parties. Third Party Components and links to other web sites are provided solely as a convenience to You. Location data provided by any Third Party Components is for basic navigational purposes only and is not intended to be relied upon in situations where precise location information is needed or where erroneous, inaccurate or incomplete location data may lead to death, personal injury, property or environmental damage. Neither the Solution Provider, nor any of its content providers, guarantees the availability, accuracy, completeness, reliability, or timeliness of stock information or location data displayed by any Third Party Components.

The Solution Provider makes no representation that such Third Party Components are appropriate or available for use in any particular location. To the extent You choose to access such Third Party Components, You do so at Your own initiative and are responsible for compliance with any applicable laws, including but not limited to applicable local laws. The Solution Provider, and its licensors, reserve the right to change, suspend, remove, or disable access to any Third Party Components at any time without notice. In no event will the Solution Provider be liable for the removal of or disabling of access to any such Third Party Components. The Solution Provider may also impose limits on the use of or access to certain Third Party Components, in any case and without notice or liability.

IX. NO WARRANTY

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SOLUTION IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOLUTION AND ANY SERVICES PERFORMED OR PROVIDED BY THE SOLUTION ("SERVICES") ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND SOLUTION PROVIDER HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SOLUTION AND ANY SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. SOLUTION PROVIDER DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SOLUTION, THAT THE FUNCTIONS CONTAINED IN, OR SERVICES PERFORMED OR PROVIDED BY, THE SOLUTION WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SOLUTION OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOLUTION OR SERVICES WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SOLUTION PROVIDER OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE SOLUTION OR SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.

X. LIMITATION OF LIABILITY

TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL SOLUTION PROVIDER, PTC AND ITS AFFILIATES, RESELLERS, DISTRIBUTORS AND LICENSORS OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE FOR: (A) ANY LOSS OF PROFIT, LOSS OF USE DAMAGES, LOSS OF GOODWILL, LOSS OF BUSINESS OPPORTUNITY, LOSS OF SALES, LOSS OF REPUTATION, LOSS OF ANTICIPATED SAVINGS, OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SOLUTION; (B) ANY LOSS OR INACCURACY OF DATA OR BUSINESS INFORMATION OR FAILURE OR INADEQUACY OF ANY SECURITY SYSTEM OR FEATURE; (C) PERSONAL INJURY; AND (D) SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL LOSS OR DAMAGE HOWSOEVER CAUSED; IN EACH CASE EVEN IF SOLUTION PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU.

IN NO EVENT SHALL SOLUTION PROVIDER’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE AMOUNT OF FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. YOU AGREE NOT TO BRING ANY SUIT OR ACTION AGAINST SOLUTION PROVIDER, PTC, AND/OR ITS SUBSIDIARIES AND AFFILIATES, PTC’S LICENSORS AND/OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS FOR ANY REASON WHATSOEVER MORE THAN ONE YEAR AFTER THE CAUSE OF ACTION ARISES.

XI. GOVERNING LAW

All disputes arising under, out of, or in any way connected with this Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without reference to conflict of laws principles (and specifically excluding the Uniform Computer Information Transactions Act). The parties hereby expressly disclaim the application of the U.N. Convention for the International Sale of Goods. All disputes arising under, out of, or in any way connected with this Agreement shall be litigated exclusively in the state or federal courts situated in the Commonwealth of Massachusetts, and in no other court or jurisdiction. Notwithstanding the foregoing or anything to the contrary, PTC shall have the right to bring a claim in any court of competent jurisdiction to enforce any intellectual property rights and/or protect any confidential information. You stipulate that the state and federal courts situated in the Commonwealth of Massachusetts shall have personal jurisdiction over its person, and You hereby irrevocably (i) submit to the personal jurisdiction of said courts and (ii) consents to the service of process, pleadings, and notices in connection with any and all actions initiated in said courts. The parties agree that a final judgment in any such action or proceeding shall be conclusive and binding and may be enforced in any other jurisdiction. Each party waives its right to trial by jury in connection with any dispute arising out of this Agreement.

XII. COMPLIANCE WITH LAWS

Each party shall be responsible for its own compliance with applicable laws, regulations and other legal requirements relating to the conduct of its business and this Agreement. Further, You represent and warrant that You will use the Solution, as well as related technology and services, in full compliance with applicable laws and regulations.

You hereby warrant and represent that neither You nor any of Your directors, officers or affiliates are listed on the U.S. Commerce Department’s Denied Persons List, Entity List, or Unverified List, the U.S. State Department’s Nonproliferation Sanctions List, the U.S. Treasury Department’s List of Specially Designated Nationals and Blocked Persons or the Sectoral Sanctions Identifications (SSI) List (collectively, the "Restricted Party Lists"). You acknowledge and agree that the Solution and related technical data and services are subject to the export control laws and regulations of the United States and any country in which the Solution or related technical data or services are developed, received, downloaded, used, or performed. Further, You understand and acknowledge that the release of software or technology to a non-U.S. person within the United States or elsewhere abroad is deemed to be an export to the non-U.S. person’s home country or countries, and that the transfer of the Solution or related technology to Your employees, affiliates, or any third party, may require a license from the United States Government and possibly other applicable authorities. You shall be solely responsible for determining whether Your use or transfer of the Solution or related technology or services requires an export license or approval from U.S. or other authorities, and for securing all required authorizations.

XIII. SEVERABILITY

The unenforceability or invalidity of any provision shall not affect the validity of the remaining provisions, and such provisions determined to be invalid shall be deemed severed from this Agreement and replaced with terms which as closely as possible approximate the intent of such invalid provisions.

XIV. ENTIRE AGREEMENT

This Agreement is the complete and exclusive statement of the contract between You, PTC and Solution Provider with respect to the Solution.

XV. GOVERNMENT LICENSES

If You are a United States Governmental entity, You agree that the Solution is "commercial computer software" under the applicable federal acquisition regulations and are provided with the commercial license rights and restrictions described elsewhere herein. If You are acquiring the Solution under a United States government contract, You agree that You will include all necessary and applicable restricted rights legends on the Solution to protect Solution Provider’s proprietary rights under the FAR or other similar regulations of other federal agencies. You agree to always include such legends whenever the Solution is, or is deemed to be, a deliverable under a government contract.