--- Octree++ License OCTREE C++ CLASS TEMPLATE LICENSE AGREEMENT - 3Dflow - Simon Perrault IMPORTANT-READ CAREFULLY: 1. This Octree C++ Class Template End-User License Agreement ("Agreement") is a legal agreement between you (either an individual or a legal entity) ("Licensee") and Simon Perreault for the software product(s) accompanying this Agreement, which include(s) computer software and may include "online" or electronic documentation, associated media, and printed materials, including the source code, example programs and the documentation ("Licensed Software"). 2. The Licensed Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Licensed Software is licensed, not sold. 3. By installing, copying, or otherwise using the Licensed Software, Licensee agrees to be bound by the terms of this Agreement. If Licensee does not agree to the terms of this Agreement, Licensee may not install, copy, or otherwise use the Licensed Software. Licensee may, however, return it to Licensee's place of purchase within 14 days of purchase for a full refund. In addition, by installing, copying, or otherwise using any updates or other components of the Licensed Software that Licensee receives separately as part of the Licensed Software ("Updates"), Licensee agrees to be bound by any additional license terms that accompany such Updates, if any. If Licensee does not agree to the additional license terms that accompany such Updates, Licensee may not install, copy, or otherwise use such Updates. 4. Upon Licensee's acceptance of the terms and conditions of this Agreement, Simon Perreault grants Licensee the right to use the Licensed Software in the manner provided below. 5. Simon Perreault grants to Licensee a non-exclusive, non-transferable, perpetual license to make, use and modify copies of the Licensed Software for the sole purposes of designing, developing, and testing Licensee's software product(s), which may include the Licensed Software ("Applications"). Modified Licensed Software shall be considered as Licensed Software for the purposes of this Agreement. 6. Verification: Simon Perreault or a certified auditor on Simon Perreault's behalf, may, upon its reasonable request and at its expense, audit Licensee with respect to the use of the Licensed Software. Such audit may be conducted by mail, electronic means or through an in-person visit to Licensee's place of business. Any such in-person audit shall be conducted during regular business hours at Licensee's facilities and shall not unreasonably interfere with Licensee's business activities. Simon Perreault will not remove, copy, or redistribute any electronic material during the course of an audit. Licensee does not implicitly grant Simon Perreault any form of license agreement. If an audit reveals that Licensee is using the Licensed Software in a way that is in material violation of the terms of the Agreement, then Licensee shall pay Simon Perreault's reasonable costs of conducting the audit. In the case of a material violation, Licensee agrees to pay Simon Perreault any amounts owing that are attributable to the unauthorized use. In the alternative, Simon Perreault reserves the right, at Simon Perreault's sole option, to terminate the licenses for the Licensed Software. 7. The license granted in this Agreement for Licensee to create Applications and distribute them to Licensee's customers is subject to all of the following conditions: (i) all copies of the Applications Licensee creates must bear a valid copyright notice, either Licensee's own or the copyright notice that appears on the Licensed Software; (ii) Licensee may not remove or alter any copyright, trademark or other proprietary rights notice contained in any portion of the Licensed Software; (iii) Licensee will indemnify and hold Simon Perreault, its related companies and its suppliers, harmless from and against any claims or liabilities arising out of the use, reproduction or distribution of Applications; (iv) Applications must be developed using a licensed, registered copy of the Licensed Software; (v) Applications must add primary and substantial functionality to the Licensed Software; (vi) Applications may not pass on functionality which in any way makes it possible for others to create software with the Licensed Software; (vii) Applications may not compete with the Licensed Software; (viii) Licensee may not use Simon Perreault's name, logos, or trademarks to market Application(s), except to state that Application was developed using the Licensed Software. 8. Warranty Disclaimer: The Licensed Software is licensed to Licensee "as is". To the maximum extent permitted by applicable law, Simon Perreault on behalf of itself and its suppliers, disclaims all warranties and conditions, either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title and non-infringement with regard to the Licensed Software. 9. Limitation of Liability: If, Simon Perreault's warranty disclaimer notwithstanding, Simon Perreault is held liable to Licensee, whether in contract, tort or any other legal theory, based on the Licensed Software, Simon Perreault's entire liability to Licensee and Licensee's exclusive remedy shall be, at Simon Perreault's option, either (A) return of the price Licensee paid for the Licensed Software, or (B) repair or replacement of the Licensed Software, provided Licensee returns to Simon Perreault all copies of the Licensed Software as originally delivered to Licensee. Simon Perreault shall not under any circumstances be liable to Licensee based on failure of the Licensed Software if the failure resulted from accident, abuse or misapplication, nor shall Simon Perreault under any circumstances be liable for special damages, punitive or exemplary damages, damages for loss of profits or interruption of business or for loss or corruption of data. Any award of damages from Simon Perreault to Licensee shall not exceed the total amount Licensee has paid to Simon Perreault in connection with this Agreement. GENERAL PROVISIONS 10. Marketing: Simon Perreault may include Licensee's company name and logo in a publicly available list of Simon Perreault customers. 11. No Assignment: Neither this Agreement nor Licensee's rights under this Agreement are assignable or transferable by Licensee either in whole or in part to any third party without Simon Perreault's written consent. Any attempted assignment or transfer in violation of the foregoing shall be void. Simon Perreault may assign or transfer this Agreement to any third party who acquires substantially all of Simon Perreault copyrights in and to the Licensed Software. 12. Termination: Simon Perreault may terminate the Agreement at any time immediately upon written notice by Simon Perreault to Licensee if Licensee breaches this Agreement, fails to pay the fees for the Licensed Software, or infringes Simon Perreault's intellectual property in or to the Licensed Software. Upon termination of the Licenses, Licensee shall return to Simon Perreault all copies of Licensed Software that were supplied by Simon Perreault. All other copies of Licensed Software in the possession or control of Licensee must be erased or destroyed. An officer of Licensee must promptly deliver to Simon Perreault a written confirmation that this has occurred. 13. Clauses that survive termination: Sections 2, 5, 6, 9, 14, 15 and 16 shall survive the termination of this Agreement, however Section 5 shall not survive if the Agreement is terminated for cause. 14. Entire Agreement: This Agreement constitutes the complete agreement between the parties and supersedes all prior or contemporaneous discussions, representations, and proposals, written or oral, with respect to the subject matters discussed herein. No modification of this Agreement will be effective unless contained in a writing executed by an authorized representative of each party. No term or condition contained in Licensee's purchase order will apply unless expressly accepted by Simon Perreault in writing. If any provision of the Agreement is found void or unenforceable, the remainder will remain valid and enforceable according to its terms. If any remedy provided is determined to have failed for its essential purpose, all limitations of liability and exclusions of damages set forth in this Agreement shall remain in effect. 15. Confidentiality: Each party acknowledges that during the Term of this Agreement it will have access to information about the other party's business, business methods, business plans, customers, business relations, technology, and other information, including the terms of this Agreement, that is confidential and of great value to the other party, and the value of which would be significantly reduced if disclosed to third parties (the "Confidential Information"). Accordingly, when a party (the "Receiving Party") receives Confidential Information from another party (the "Disclosing Party"), the Receiving Party shall, and shall obligate its employees and agents to: (i) maintain the Confidential Information in strict confidence; (ii) not disclose the Confidential Information to a third party without the Disclosing Party's prior written approval; and (iii) not, directly or indirectly, use the Confidential Information for any purpose other than for exercising its rights and fulfilling its responsibilities pursuant to this Agreement. Each party shall take reasonable measures to protect the Confidential Information of the other party, which measures shall not be less than the measures taken by such party to protect its own confidential and proprietary information. "Confidential Information" shall not include information that (a) is or becomes generally known to the public through no act or omission of the Receiving Party; (b) was in the Receiving Party's lawful possession prior to the disclosure hereunder and was not subject to limitations on disclosure or use; (c) is developed by the Receiving Party or by persons who have not had access to the Confidential Information of the Disclosing Party; (d) is lawfully disclosed to the Receiving Party without restrictions, by a third party not under an obligation of confidentiality; or (e) the Receiving Party is legally compelled to disclose the information, in which case the Receiving Party shall assert the privileged and confidential nature of the information and cooperate fully with the Disclosing Party to protect against and prevent disclosure of any Confidential Information and to limit the scope of disclosure and the dissemination of disclosed Confidential Information by all legally available means. The obligations of the Receiving Party under this Section shall continue during the Term and for a period of twelve (12) months after expiration or termination thereof; provided, however, that with respect to trade secret information, the obligations of the Receiving Party under this Section shall continue as long as such information remains a trade secret under applicable law. 16. Governing law, legal venue: This Agreement shall be construed, interpreted and governed by the laws of the Province of Quebec, Canada. Any action or proceeding arising from or relating to this Agreement shall be brought in the Court of Quebec in Quebec City, Quebec, Canada, and each party irrevocably submits to the personal jurisdiction of this court in any such action or proceeding. The Agreement gives Licensee specific legal rights; Licensee may have others, which vary from country to country. Simon Perreault reserves all rights not specifically granted in this Agreement.