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Dassault Systmes SolidWorks Corporation License and Subscription Service Agreement

The terms and conditions that follow set forth a legal agreement !Agreement"# between you either an
individual or an entity#$ the end user$ and Dassault Systmes SolidWorks Corporation$ a Delaware
corporation with its principal place of business at %&' Wyman Street$ Waltham$ (assachusetts )*+'% ,SA
-DS SolidWorks-#$ relating to the computer software known as SolidWorks
and certain other software
licensed by DS SolidWorks including the SolidWorks
Simulation line of analysis products and the
SolidWorks line of product data management products in all countries# if applicable the -Software-#/
The term -Software- includes and these terms and conditions also apply to i# any updates or upgrades to
the Software that you may receive from time to time under a subscription service or other support
arrangement$ ii# any add0in modules to the SolidWorks software you may order and install from time to
time$ and iii# software from third parties such as the Adobe
1D2 library that is incorporated into the
SolidWorks software/ 3ou may not load or use the Software in any computer or copy it without a license
from DS SolidWorks/ DS SolidWorks hereby offers you a non0e4clusive license on the terms set out in
this Agreement/ 3ou should carefully read these terms and conditions 562786 opening the case that
contains the Software or installing and using the Software/ 7pening the case containing the Software or
installing and using the Software will signify your agreement to be bound by these terms and conditions/
9f you do not agree to these terms and conditions$ promptly return the case containing the Software and
the accompanying items including written materials# for a refund/ This is a license agreement and not an
agreement for sale/

1.A.:rant of License. DS SolidWorks grants to you a nonexclusive, nontransferable license to use the Software
and the printed and/or electronic user docuentation !the "Docuentation"# accopanying the Software in
accordance with this Agreeent. $f you have paid the license fee for a single%user license, this Agreeent
perits you to install and use one !1# copy of the Software on any single coputer at any tie !i.e., if you change
coputers, you ust de%install the Software fro the old coputer before installing it on the new coputer# in the
country in which you have your principal place of business or, if one of your branches has purchased the license
fro your reseller, in which this branch is located and, sub&ect to applicable law or regulation, always provided
that you have purchased the license fro a DS SolidWorks reseller located in the country in which it will be used.
'his license ay not be transferred to another country. $f you have a network license version of the Software !an
(S)*+#, then at any tie you ay have as any copies of the Software in use in the country in which it is licensed
as you have licenses !see Section 1.A.b below#. 'he Software is "in use" on a coputer when it is loaded into the
teporary eory !i.e. ,A-# or when a user is logged in. $f the nuber of coputers on which the Software is
installed or the potential nuber of users of the Software exceeds the nuber of licenses you have purchased,
then you ust have an S)* version of the Software installed to assure that the nuber of concurrent users of the
Software does not exceed the nuber of licenses purchased. *icense suites consisting of bundles of separate
odules !such as SolidWorks
/rofessional# cannot float separately fro each other !for exaple, where there is
one SolidWorks /rofessional license, 'oolbox cannot be floated to one coputer while /hoto0iew 123 is floated
to a different coputer#. At the tie of registration !see Article 4 below#, you ust infor us of the axiu
nuber of potential users of the licenses you purchase. We recoend you also infor us of the naes of all
potential users so that we can notify the of upcoing updates and other pertinent inforation. $f the Software is
peranently installed on the hard disk or other storage device of a coputer !other than a network server# and
one person uses that coputer ore than 536 of the tie it is in use, then that person ay also use the Software
on a portable or hoe coputer while the original copy is not in use. !Due to export copliance issues, however,
any person in the Asia%/acific ,egion is restricted to using the Software on only one 718 coputer.# 9ou will keep
accurate and up%to%date records of the nubers and locations of all copies of the Software: will supervise and
control the use of the Software in accordance with the ters of this Agreeent: and will provide copies of such
records to DS SolidWorks upon reasonable re;uest.
$f you have paid for the S)* version of the Software, the following additional ters apply to your license<
a. 'he S)* version of the Software ust be installed on a network server with a dongle 7dongle re;uireent
ay not apply to Siulation, Workgroup /D- 0iewer or =nterprise /D- products8 and includes an ebedded
SWSLAENG SW2013sp0 1
software security echanis that will perit only the nuber of licenses you have purchased to be in use at one
tie. Additional licenses can be added to the network license fro tie to tie as such licenses are purchased.
b. The network may include SNLs used in different countries as long as the respective SNLs are licensed for the country in
which they are used, i.e., the required number of SNLs to be used in a country has to be acquired from a DS Solidorks
reseller in such country. !or e"ample, SNLs managed from and installed on a server in #ermany may be used by one person
in the $nited %ingdom and by one person in !rance as long as one SNL was purchased in the $nited %ingdom and the other
SNL was purchased in !rance. &owever, if the server on which a SNL is installed is located in a country different from the
country for which the SNL has been licensed, you should inform your DS Solidorks reseller about this at the time of the
order so that the SNLs can be administered properly.
c. 'n addition, e"cept for licenses for the (nterprise )D*, the network on which the SNL version is installed may only serve
licenses to client machines of the same legal entity or group located in the same global territory as the server. +!or this
purpose, DS Solidorks considers there to be three global territories, the estern &emisphere, (urope-*id.(ast-/frica, and
the rest of /sia-/ustralia0. !or e"ample, all licenses used on a server located in the estern &emisphere must be licensed for
countries in the estern &emisphere. 1egardless of server location, you must always continue to comply with $.S. and $.%.
e"port control laws.
hen working with the /dobe2 )D! software, you may embed copies of the font software into your electronic documents
for the purpose of printing, viewing and editing the document. 'f the font software you are embedding is identified as
3licensed for editable embedding4 on /dobe5s website at http,--www.adobe.com-type-browser-legal-embeddingeula.html, you
may also embed copies of that font software for the additional purpose of editing your electronic documents. No other
embedding rights are implied or permitted under this license.
6.7. Additional License Terms for eDrawings Professional. Solidorks
eDrawings )rofessional software is a
collaboration tool. Solidorks eDrawings )rofessional thus enables you, and DS Solidorks grants you a license, to make
copies of a portion of Solidorks eDrawings )rofessional along with model files you have created and deliver such files to
third parties with whom you collaborate in order to enable them, among other things, to view, mark.up and measure your
6.8. Additional License Terms for Workgroup PDM. (ach license for Solidorks orkgroup )D* or orkgroup
)D* 8ontributor +a client license0 includes the right to install the orkgroup )D* vault functionality on an unlimited
number of servers, as you determine. / separate orkgroup )D* 9iewer license is required for each orkgroup )D* vault
you wish to enable with the orkgroup )D* 9iewer application. NOTE 'n contrast, (nterprise )D* licenses do not
permit the installation of the (nterprise )D* software on additional servers.
6.D. Additional License Terms for Enterprise PDM. +a0 DS Solidorks licenses the (nterprise )D* software on a
Server : 8lient /ccess License ;8/L< model. =ou may use the (nterprise )D* software within a network or other multi.
station-client environment, provided you have one +60 (nterprise )D* license per user concurrently connected to the
(nterprise )D* vault or database server. The terms of the *icrosoft
S>L Server? @AAB 1@ Standard (dition, 1untime
1estricted.$se Software license are delivered with orders for (nterprise )D* software and are incorporated herein by
reference. +b0 (nterprise )D* and 8onisio each contains embedded software programs provided by Cracle 8orporation and
its affiliated companies +DCracleD0 +the 3Cracle )rograms40, and notwithstanding the provisions of Section 6 above, Cracle or
its licensor+s0 retain all ownership and intellectual property rights to the Cracle )rograms and are each a third.party
beneficiary of this /greement. The Cracle )rograms are subEect to a restricted license and can be used only with their
associated application package and cannot be modified by you. Some of the Cracle )rograms may contain source code that
Cracle may provide as part of its standard shipment of such programs, and such code shall be governed by the terms of this
/greement. +c0 Third.party technology that may be appropriate or necessary for use with some of the Cracle )rograms is
specified in the application program documentation or as otherwise notified by DS Solidorks, and such technology is
licensed to you only for use with the application package under the terms of the third.party license agreement specified in the
application package documentation or as otherwise notified by DS Solidorks and not under the terms of this /greement.
+d0 =ou agree +i0 to allow DS Solidorks to audit your use of the Cracle )rograms, +ii0 to provide DS Solidorks with
reasonable assistance and access to information in the course of such audit, and +iii0 to allow DS Solidorks to report the
results of such audit to Cracle or to assign to Cracle DS Solidorks5 right to conduct the audit +without any obligation or
liability on Cracle to pay your or DS Solidorks5 costs incurred as a result of the audit0. +e0 =ou acknowledge that
(nterprise )D* and 8onisio each contains software and technical data that are subEect to the e"port control laws of the
$nited States or the $nited %ingdom, and you agree not to directly or indirectly e"port, re.e"port (nterprise )D* or
SWSLAENG SW2013sp0 2
8onisio, i.e., move (nterprise )D* or 8onisio from the country in which you first licensed it, without the appropriate $nited
States or foreign government licenses and the written approval of DS Solidorks and its licensors.
6.(. !ecurit" Mec#anisms. Dassault SystFmes and its affiliated companies take all legal steps to eliminate piracy of their
software products. 'n this conte"t, the Software may include a security mechanism that can detect the installation or use of
illegal copies of the Software, and collect and transmit data about those illegal copies. Data collected will not include any
customer data created with the Software. 7y using the Software, you consent to such detection and collection of data, as well
as its transmission and use if an illegal copy is detected. DS Solidorks also reserves the right to use a hardware lock device,
license administration software, and-or a license authoriGation key to control access to the Software. =ou may not take any
steps to avoid or defeat the purpose of any such measures. $se of any Software without any required lock device or
authoriGation key provided by DS Solidorks is prohibited.
6.!. $nternet Tools and !er%ices. !rom time to time, a license of or basic subscription service for Software may include
integration with and access to certain 'nternet tools and services developed by DS Solidorks. / base level of usage may be
available at no e"tra charge for each license with additional usage available at an additional charge. )lease see a description
of any 'nternet tools with the Software or on our website at www.solidworks.com for additional details. =our use of 'nternet
tools and services is also subEect to the Terms of $se applicable to such tools and services. These are found at
http,--www.solidworks.com-sw-termsofuse.html and incorporated herein by reference. hen provided at no additional
charge, these tools and services are gratuitous and may be modified and-or withdrawn at any time.
@. Owners#ip of t#e !oftware&'estrictions on (op"ing. DS Solidorks or its licensors own and will retain all
copyright, trademark, trade secret and other proprietary rights in and to the Software and the Documentation. T&(
SC!T/1( /ND T&( DC8$*(NT/T'CN /1( )1CT(8T(D 7= 8C)=1'#&T L/S /ND CT&(1
'NT(LL(8T$/L )1C)(1T= L/S. (ach DS Solidorks licensor is a third.party beneficiary of this /greement. =ou
obtain only such rights as are specifically provided in this /greement. =ou may copy the Software into any machine.
readable form for back.up purposes and within the license restrictions of /rticle 6. =ou may not remove from the Software
or Documentation any copyright or other proprietary rights notice or any disclaimer, and you shall reproduce on all copies of
the Software made in accordance with this /greement, all such notices and disclaimers.
H. Ot#er 'estrictions on )se. This /greement is your proof of license to e"ercise the rights granted herein and
must be retained by you. Cther than as permitted under the license grant in /rticle 6.7., you may not use any
portion of the Software separately from or independently of the Software +for e"ample, the S>L software can only
be used with the rest of the (nterprise )D* software0 and other than for your normal business purposes and you
may not provide access to or use of the Software to any third partyI consequently you may not sell, license,
sublicense, transfer, assign, lease or rent +including via a timeshare arrangement0 the Software or the license granted
by this /greement. =ou may not install or use the Software over the 'nternet, including, without limitation, use in
connection with a eb hosting or similar service, or make the Software available to third parties via the 'nternet on
your computer system or otherwise. =ou may not modify or make works derivative of the Software or make
compilations or collective works that include the Software, and you may not analyGe for purposes competitive to DS
Solidorks, reverse.engineer, decompile, disassemble or otherwise attempt to discover the source code of the
Software, e"cept as permitted under applicable law, as it contains trade secrets +such as the Software5s structure,
organiGation and code0 of DS Solidorks and its licensors.

J. !u*scription !er%ice. 'f you purchase subscription service from your reseller for the Software you have licensed
hereunder by paying the fee therefor, your reseller will provide you for such copy, @J hour by K day-week on.line web access
to Ddown.loadD the latest updates to the SoftwareI all maEor upgrades for the Software released during the subscription
periodI and telephone support services. !rom time to time, DS Solidorks may re.distribute *icrosoft software components
as part of an update to the Software. =ou are eligible for such *icrosoft components and warrant that you will install them
only if you possess a validly licensed copy of the *icrosoft products to which they relate. The term of this service runs for
one +60 year. 't may be renewed from year to year thereafter by paying the appropriate renewal fee. Software that is delivered
as an upgrade or update to a previous version of the licensed Software must replace the previous version L no additional
license is grantedI you may install only such number of updates as equal the number of subscription service fees for which
you have paid.
M. Pri%ac" Polic". To obtain the Software, you may need to provide DS Solidorks with certain information
about yourself, including but not limited to your name and email address. DS Solidorks may also query your
computer during the installation process to determine information including but not limited to whether you have
SWSLAENG SW2013sp0 3
Solidorks or other Dassault Systmes products installed and the characteristics of the computer on which you will
operate the Software, such as the video controller or operating system. This computer information is not correlated
with your personal identification but is reviewed only in the aggregate and is used to comply with third.party
licenses and to better understand the user base to improve the Software. /s a condition of downloading and using
the Software, you also agree to the terms of the DS Solidorks privacy policy at
http,--www.solidworks.com-sw-privacypolicy.htm, which may be updated from time to time without notice.
'nformation collected by DS Solidorks in connection with your registration for the Software may be stored and
processed in the $nited States or any other country in which DS Solidorks or its agents maintain facilities.
/ccordingly, by using the Software, you consent to the transfer of such information outside of your country.
N. Term. The license granted herein will continue until it is terminated in accordance with this /rticle N. DS Solidorks
may terminate the license granted herein immediately upon written notice to you +i0 for Eustified cause, including, without
limitation, breach of any provision of /rticle 6, @ or H of this /greement, or +ii0 if you breach any provision of this /greement
and fail to cure such breach within fifteen +6M0 days of notice thereof. $pon the termination of the license, you will promptly
return to DS Solidorks or destroy all copies of the Software and Documentation covered by the license as instructed by DS
Solidorks. The provisions of /rticles @, H, N, B, 6A, 66 and 6@ of this /greement shall survive any termination of this
K. 'esponsi*ilit" for !election and )se of !oftware. =ou are responsible for the supervision, management and
control of the use of the Software, and output of the Software, including, but not limited to, +60 selection of the
Software to achieve your intended resultsI +@0 determining the appropriate uses of the Software and the output of the
Software in your businessI +H0 establishing adequate independent procedures for testing the accuracy of the Software
and any outputI and +J0 establishing adequate backup to prevent the loss of data in the event of a Software
malfunction. T#e !oftware is a tool t#at is intended to *e used onl" *" trained professionals. $t is not to *e a
su*stitute for professional +udgment or independent testing of p#"sical protot"pes for product stress, safet"
and utilit"- "ou are solel" responsi*le for an" results o*tained from using t#e !oftware. Neit#er t#e !oftware
nor an" of its components are intended for use in t#e design or operation of nuclear facilities, life support
s"stems, aircraft or ot#er acti%ities in w#ic# t#e failure of t#e !oftware or suc# components, or *ot#, could
lead to deat#, personal in+ur", or se%ere p#"sical or en%ironmental damage.
8aution, 8ertain content, such as the fasteners provided in the Solidorks Toolbo", are appro"imate representations only and may not be appropriate for all
B. Limited Warrant", E.ceptions / Disclaimers
a. Limited Warrant". D! !olidWorks warrants t#at t#e !oftware will *e free of defects in materials and will perform
su*stantiall" in accordance wit# t#e Documentation for a period of ninet" 0123 da"s from t#e date of receipt *" "ou.
D! !olidWorks also warrants t#at an" ser%ices it pro%ides from time to time will *e performed in a workmanlike
manner in accordance wit# reasona*le commercial practice. D! !olidWorks does not warrant t#at t#e !oftware or
ser%ice will meet "our re4uirements or t#at t#e operation of t#e !oftware will *e uninterrupted or error free or t#at
an" internet tool or ser%ice will *e completel" secure. D! !olidWorks5 entire lia*ilit" and "our sole remed" under t#is
warrant" s#all *e to use reasona*le efforts to repair or replace t#e nonconforming media or !oftware or re6perform
t#e ser%ice. $f suc# effort fails, D! !olidWorks or D! !olidWorks5 distri*utor or reseller s#all 0i3 refund t#e price "ou
paid for t#e !oftware upon return of t#e nonconforming !oftware and a cop" of "our receipt or t#e price "ou paid for
t#e ser%ice, as appropriate, or 0ii3 pro%ide suc# ot#er remed" as ma" *e re4uired *" law. An" replacement !oftware
will *e warranted for t#e remainder of t#e original warrant" period or t#irt" 0723 da"s from t#e date of receipt *"
"ou, w#ic#e%er is longer.
*. E.ceptions. D! !olidWorks5 limited warrant" is %oid if *reac# of t#e warrant" #as resulted from 0i3 accident,
corruption, misuse or neglect of t#e !oftware- 0ii3 acts or omissions *" someone ot#er t#an D! !olidWorks- 0iii3
com*ination of t#e !oftware wit# products, material or software not pro%ided *" D! !olidWorks or not intended for
com*ination wit# t#e !oftware- or 0i%3 failure *" "ou to incorporate and use all updates to t#e !oftware a%aila*le from
D! !olidWorks.
c. Limitations on Warranties. T#e e.press warrant" set fort# in t#is Article 8 is t#e onl" warrant" gi%en *" D!
!olidWorks wit# respect to t#e !oftware and Documentation furnis#ed #ereunder and an" ser%ice supplied from time
to time- to t#e ma.imum e.tent permitted *" applica*le law, D! !olidWorks and its licensors, including wit#out
SWSLAENG SW2013sp0 4
limitation Ado*e, make no ot#er warranties, e.press, implied or arising *" custom or trade usage, and specificall"
disclaim t#e warranties of merc#anta*ilit", fitness for a particular purpose and non6infringement. $n no e%ent ma"
"ou *ring an" claim, action or proceeding arising out of t#e warrant" set fort# in t#is Article 8 more t#an one "ear
after t#e date on w#ic# t#e *reac# of warrant" occurred.

d. Limitations on Lia*ilit". 9ou recogni:e t#at t#e price paid for t#e license rig#ts #erein ma" *e su*stantiall"
disproportionate to t#e %alue of t#e products to *e designed, stored, managed or distri*uted in con+unction wit# t#e
!oftware. ;or t#e e.press purpose of limiting t#e lia*ilit" of D! !olidWorks and its licensors to an e.tent w#ic# is
reasona*l" proportionate to t#e commercial %alue of t#is transaction, "ou agree to t#e following limitations on D!
!olidWorks< and its licensors< lia*ilit". E.cept as re4uired under local law, t#e lia*ilit" of D! !olidWorks and its
licensors, w#et#er in contract, tort 0including negligence3 or ot#erwise, arising out of or in connection wit# t#e
!oftware or Documentation furnis#ed #ereunder and an" ser%ice supplied from time to time s#all not e.ceed t#e
license fee "ou paid for t#e !oftware or an" fee "ou paid for t#e ser%ice. $n no e%ent s#all D! !olidWorks or its
licensors *e lia*le for direct, special, indirect, incidental, puniti%e or conse4uential damages 0including, wit#out
limitation, damages resulting from loss of use, loss of data, loss of profits, loss of goodwill or loss of *usiness3 arising
out of or in connection wit# t#e use of or ina*ilit" to use t#e !oftware or Documentation furnis#ed #ereunder and an"
ser%ice supplied from time to time, e%en if D! !olidWorks or its licensors #a%e *een ad%ised of t#e possi*ilit" of suc#
damages. =owe%er, certain of t#e a*o%e limitations ma" not appl" in some +urisdictions.
O. !#utdown ;eature. =ou acknowledge and agree that the Software contains an automatic shutdown feature +the
DShutdown !eatureD0 which if activated will render the Software inoperable. The Shutdown !eature will automatically
activate thirty +HA0 days after the Software is installed unless an access code that overrides the Shutdown !eature
+D1egistration 8odeD0 is entered. To obtain your 1egistration 8ode, you must register with DS Solidorks by providing DS
Solidorks electronically the information requested in the installation process. $pon receipt of the registration information,
DS Solidorks will issue you a 1egistration 8ode.
6A. E.port 'ules. =ou acknowledge that the Software +including (nterprise )D* and 8onisio, as applicable0 and the
Documentation contain software and technical data that are subEect to the e"port control laws of the $nited States or the
$nited %ingdom. 'n addition, you represent and warrant that you are not a citiGen of or located within an embargoed or
otherwise restricted nation +including, without limitation, 8uba, 'ran, Libya, North %orea, Sudan and Syria0 and that you are
not otherwise prohibited under the e"port control laws from receiving the Software. /ll rights to use the Software are
granted on condition that such rights are forfeited if you fail to comply with the terms of this /greement.
66. (ompliance wit# Laws and $ndemnit". =ou agree to comply with all local laws and regulations regarding the
download, installation and-or use of the Software, the Documentation or both. =ou agree to hold harmless and
indemnify DS Solidorks and its subsidiaries, affiliates, officers and employees from and against any and all
claims, suits or actions arising from or in any way related to your use of the Software and-or Documentation or your
violation of this /greement.
1>. :eneral 1rovisions. 'his Agreeent is the coplete and exclusive stateent of your agreeent with DS
SolidWorks relating to the Software and subscription service and supersedes any other agreeent, oral or written,
or any other counications between you and DS SolidWorks relating to the Software and subscription service:
provided, however, that this Agreeent shall not supersede the ters of any signed agreeent between you and
DS SolidWorks relating to the Software and subscription service. 'his Agreeent shall be governed by and
construed and enforced in accordance with the substantive laws of the ?oonwealth of -assachusetts without
regard to the @nited )ations ?onvention on ?ontracts for the $nternational Sale of Aoods and will be deeed a
contract under seal. 'he =nglish language version of this Agreeent shall be the authoriBed text for all purposes,
despite translations or interpretations of this Agreeent into other languages. $f for any reason a court of
copetent &urisdiction finds any provision of this Agreeent, or a portion thereof, to be unenforceable, that
provision shall be enforced to the axiu extent perissible and the reainder of this Agreeent shall reain
in full force and effect.
11. ,/S/ :overnment 8estricted 8ights. 'he Software is a (coercial ite+ as that ter is defined at C5
?.D.,. >.131 !E?' 144F#, consisting of (coercial coputer software+ and (coercial software
docuentation+ as such ters are used in C5 ?.D.,. 1>.>1> !S=/' 144F# and is provided to the @.S. Aovernent
!a# for ac;uisition by or on behalf of civilian agencies, consistent with the policy set forth in C5 ?.D.,. 1>.>1>: or
!b# for ac;uisition by or on behalf of units of the departent of Defense, consistent with the policies set forth in C5
SWSLAENG SW2013sp0 5
?.D.,. >>G.G>3>%1 !H@) 144F# and >>G.G>3>%C !H@) 144F#.
$n the event that you receive a re;uest fro any agency of the @.S. governent to provide Software with rights
beyond those set forth above, you will notify DS SolidWorks of the scope of the re;uest and DS SolidWorks will
have five !F# business days to, in its sole discretion, accept or re&ect such re;uest. ?ontractor/-anufacturer<
Dassault SystIes SolidWorks ?orporation, 1GF Wyan Street, Waltha, -assachusetts 3>CF1 @SA.
1C. Canadian Sales. $f you purchased this product in ?anada, you agree to the following<
'he parties hereto confir that it is their wish that this Agreeent, as well as other docuents relating
hereto, including )otices, have been and shall be written in the =nglish language only.
Les parties au" prPsentes confirment leur volontP que cette convention de mQme que tous les
documents y compris tout avis qui s5y rattache, soient rPdigPs en langue anglaise.
/dobe is either a registered trademark or a trademark of /dobe Systems 'ncorporated in the $nited States and other countries.
6M. Windows Desktop !earc#. *icrosoft 8orporation +or based on where you live, one of its
affiliates0 licenses this supplement to you. =ou may use a copy of this supplement with each validly
licensed copy of *icrosoft indows software identified for use with it +the 3*icrosoft indows
software40. =ou may not use it if you do not have a license for the *icrosoft indows software. The
license terms for the *icrosoft indows software apply to your use of this supplement.
indows Desktop Search is covered by the *SN )rivacy Statement +http,--privacy.microsoft.com-en.