END USER LICENSE AGREEMENT

 

IMPORTANT, READ CAREFULLY: Be sure to carefully read and understand all of the rights and restrictions described in this End-User License Agreement (“Agreement”). You will be asked to review and either accept or not accept the terms of the EULA. This software and/or firmware will not install on your computer unless or until you accept the terms of this EULA.

 

This Agreement is a legal agreement between you (hereinafter "User") and 3DCONSTRUCTOR, LLC (hereinafter "3DC") for the CONTRABIM software files and/or firmware accompanying this Agreement, which includes 3DC's software product in object code form, or any part thereof, and any and all printed, online, and/or electronic documentation related thereto, as well as any maintenance releases as may be supplied to User by 3DC from time to time pursuant to this Agreement (hereinafter the “Product”). By downloading and/or installing the Product, you agree to be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement, you may not install or use the Product is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Product is licensed, not sold.

1. DEFINITIONS.

1.1. "Affiliates" means another entity controlled by or under common control with User, with "control" existing through a right to nominate or dismiss fifty percent (50%) or more of the members of the board of directors of an entity, or persons performing equivalent functions, whether through ownership of shares entitling to fifty percent (50%) or more of the number of votes represented at a general meeting of such entity, or otherwise, for so long as such control subsists and whether directly or indirectly.

 

1.2. "Agreement" means this End User License Agreement.
 

1.3. "Confidential Information" means all information, including, but not limited to, the trade secrets and know how of the respective parties, any information marked "Confidential" or "Proprietary" and, in the case of 3DC, the Product.

1.4. "Host Applications" means software and related materials that are furnished by a third party and subject to a separate license agreement between the licensor of that software and the User.

 

1.5. "Intellectual Property Rights" means all proprietary information, patents, patent applications, trademarks, trade names, service marks, certification marks, collective marks, designs, processes, inventions, licenses, copyrights, know-how and trade secrets relating to the origin, design, manufacture, programming, operations, function, configuration, or service of the Product.

1.6. "Product" means all computer programs licensed under this Agreement, including all related files, documentation, and other materials, whether in whole or in part, including any and all modifications, derivative works, and copies of the foregoing, regardless of the form or media in or on which they may exist. The Product shall consist of the products listed in the attached Software License Schedule, which is incorporated herein by reference.

1.7.  "Subscription Period" means the term of validity of the User's licensed subscription, as specified in the purchase agreement (subscription order) for the Product.

1.8. "Upgrade" means software which is marketed by 3DC as a separate software product and which is subject to a separate license fee.

 

2. GRANT OF LICENSE. This Agreement grants the User the following rights:

2.1 Licensed Product, Software and/or Firmware. User agrees that User has no right, power or authority to make any modifications to or unauthorized copies of the Product. User may reproduce and provide one (1) copy of the Product for each device, computer or workstation on which the Product is installed. Otherwise, the Product may be copied only as essential for backup or archive purposes. User must reproduce and include all copyright notices and any other proprietary rights notices appearing on the Product on any copies that User make.

2.2 Storage/Network Use. User may also store or install a copy of the Product on a storage device, such as a network server, used only to run the Product on your other devices over an internal network; however, User must acquire and dedicate a license for each separate device on which the Product is run from the storage device. A license for the Product may not be shared or used concurrently on different devices.

2.3 Reservation of Rights. All rights not expressly granted are reserved by 3DC. 3DC specifically reserves the right to, without obligation to issue any notice:

(i) revoke any stated offer;

(ii) correct any errors, inaccuracies, or omissions; and

(iii) make changes to prices, content, promotion offers, service descriptions, or other information.

2.4 Accessing Services Using the Product. User's use of any service accessible using the Product is not covered by this Agreement and may be governed by separate terms of use, conditions or notices.

2.5. License Parameters.

                        2.5.1. License Types

2.5.1.1. Commercial Single-User License

(i.) Worldwide use for User's and its Affiliates' commercial purposes, as applicable;

(ii) License term is perpetual or until the expiration of the Subscription Period, as applicable;

(iii) Only User, User's employees, and/or the employees of User's Affiliates are permitted to access and/or use the Product, as applicable.

                                    2.5.1.2. Commercial Enterprise License.

(i) Worldwide use for User's and its Affiliates' commercial purpose, as applicable;

                                    (ii) License term continues until the expiration of the Subscription Period;

(iii) Only User, User's employees, and/or the employees of User's Affiliates and professional consultants, as applicable.  

                                    2.5.1.3. Team Member License.

                                    2.5.1.4. Educational Student License.

                                    (i) Worldwide use solely for User and User's non-commercial purposes;

(ii) License is renewed annually, so long as User can supply sufficient proof of student status.

                                    2.5.1.5. Educational Program License

(i) Use solely by registered students and/or faculty of User's establishment for educational purposes. Use for commercial purposes is explicitly excluded;

(ii) License term is equal to the term of the course for which User has licensed the Product.

                        2.5.2. Subscription-Based Licenses, Perpetual Use Licenses.

2.5.2.1. Subscription-Based Licenses. The Subscription Period is either fixed term or recurring, as specified in the purchase agreement for the Product.

2.5.2.1.1. A fixed Subscription Period will expire on the specified date.

2.5.2.1.2. A recurring Subscription Period will renew automatically for subsequent Subscription Periods, which will be equal in length to the initial Subscription Period, until terminated by User or 3DC subject to written notice no later than three (3) months prior to the end of the then-current Subscription Period, or subject to termination by 3DC as enumerated in Section 5 of this Agreement.

2.5.2.2. Perpetual Use Licenses. Any license for perpetual use of the Product is sold as is, without access to updates.    

3. CHARGES AND PAYMENT.

3.1. License Fees. As compensation for the license provided in this Agreement for each copy of the Product, other than any backup or archival copy permitted under this Agreement, User shall pay 3DC the License Fees.

3.2. Payment. All License Fees shall be due and payable in full in U.S. currency upon User's execution of this Agreement. All other fees or amounts due 3DC under this Agreement shall be due and payable in full in U.S. currency within thirty (30) days of the date of 3DC's invoice for said fees or amounts. User shall have no right of offset or withholding under this Agreement.

3.3. Billing for Recurring Subscriptions. A recurring subscription to use the Product is auto-renewing. If User purchases a subscription, User agrees to automatic annual billing, and agrees to pay the charges made to User's account in connection therewith.

3.4. Pricing. The cost of licensing the Product may vary periodically. 3DC does not guarantee that the price of subscriptions is the lowest available, or historically the lowest or best, price. User will be charged for use of the Product in accordance with the billing terms agreed upon in the Purchase Agreement (subscription order).  

4. RESTRICTIONS.

4.1 User must maintain all copyright notices on all copies of the Product.

4.2 Limitations on User's Interactions with the Product; Restrictions on Use of the Product. Except and only to the extent that such activity is permitted by applicable law notwithstanding this limitation, User represents and warrants that User will not, and will ensure that User's Affiliates do not:

(i) copy the whole or any part of the Product, save the copies permitted by the scope of the license granted hereunder;

(ii) modify, enhance, or merge the whole or any part of the Product with any other software or documentation;

(iii) assign, transfer (except to Affiliates permitted by the scope of the license granted by this Agreement), distribute, sell, lease, rent, sub-license, charge, or otherwise deal in or encumber the Product, nor make available the same to any third party, nor use the Product to provide service bureau or similar services to any third party;

(iv) adapt, translate, reverse engineer, decompile, or disassemble the whole or any part of the Product, or to access the source code of the Product;

(v) enable use of the Product by duplication through virtualization or comparable technology in a manner that would exceed the number of licenses purchased by the User;

(vi) use the Product to develop other software, except programmed components or executables for User's own use, which interact exclusively with the Product's available applications;

(vii) develop applications for third parties, unless User or any Affiliates are participants of a development program approved and controlled by 3DC;

(viii) register or attempt to register, whether directly or indirectly, any trademarks, trade names, logotypes, or other symbols of 3DC, or any confusingly similar marks, names, or symbols, nor any Internet domain names containing any such trademarks, trade names, or symbols.

4.2.1. Account Security. If any uses of the Product require opening an account, User must complete the registration process by providing 3DC with current, complete and accurate information as prompted by the applicable registration form. User also will choose a password and a user name.

4.2.1.1. User is entirely responsible for maintaining the confidentiality of User's password and account. Furthermore, User is entirely responsible for any and all activities that occur under User's account. User agrees to notify 3DC immediately of any unauthorized use of User's account or any other breach of security. 3DC will not be liable for any loss that User may incur as a result of someone else using User's password or account, either with or without User's knowledge. However, User could be held liable for losses incurred by 3DC or another party due to someone else using User's account or password. User may not use anyone else's account at any time, without the permission of the account holder.

4.2.2. Specific Content Restrictions. User may not upload, post, or transmit (collectively, "submit") any content that:

(i) infringes any third party's copyrights or other rights (e.g., trademark, privacy rights, etc.);

(ii) contains sexually explicit content or pornography;

(iii) contains hateful, defamatory, or discriminatory content or incites hatred against any individual or group;

(iv) advocates harassment or intimidation of another person;

(v) exploits minors;

(vi) depicts unlawful acts or extreme violence;

(vii) contains video, audio photographs, or images of another person without his or her permission;

(viii) depicts animal cruelty or extreme violence towards animals;

(ix) contains viruses, time bombs, trojan horses, cancelbots, worms, or other harmful or disruptive codes, components, or devices.

4.2.3. Code of Conduct, Prohibited Activities. User represents and warrants that, in using the Product, User will not:

(i) act in a deceptive manner by, among other things, impersonating a person;

(ii) harass or stalk any other person;

(iii) harm or exploit minors;

(iv) distribute "spam";

(v) promote information that is false or misleading or promote illegal activities or conduct that is defamatory, libelous, or otherwise objectionable;

(vi) "frame" or "mirror" any part of the Product;

(vii) use meta tags or code or other devices containing any reference to 3DC or the Product (or any trademark, trade name, service mark, logo, or slogan of 3DC) to direct any person to any website for any purpose;

(viii) post, use, transmit, or distribute, directly or indirectly (e.g., screen scrape) in any manner or media any content or information obtained from use of the Product other than solely in connection with User's license to use the Product in accordance with this Agreement;

(ix) collect information about others;

(x) advertise or solicit others to purchase any product or service;

(xi) promote fraudulent schemes, multi-level marketing (MLM) schemes, get rich quick schemes, online gaming and gambling, cash gifting, work from home businesses, or any other dubious money-making ventures;

(xii) publicize or promote commercial activities and/or sales without 3DC's prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes;

(xiii) participate in any activity that in any way violates any law. 

4.3 Support Services. 3DC may provide User with support services related to the Product, in its discretion. Use of support services, if any, is governed by 3DC's policies and programs described in the user manual, in “online” documentation, and/or other 3DC provided materials. Any supplemental Product code provided to User as a part of support services will be considered part of the Product and subject to the terms of this Agreement. With respect to technical information User provides to 3DC as part of the support services, 3DC may use such information for its business purposes, including for product support and development. 3DC will not utilize such technical information in a form that personally identifies User except to the extent necessary to provide User with support.

4.4 Replacement, Modification and Upgrade of the Product. 3DC reserves the right to replace, modify or upgrade the Product at any time by offering User a replacement or modified version of the Product or such upgrade and to charge for such replacement, modification or upgrade. Any such replacement or modified Product code or upgrade to the Product offered to User by 3DC will be considered part of the Product and subject to the terms of this Agreement (unless this Agreement is superseded by a further Agreement accompanying such replacement or modified version of or upgrade to the Product). In the event that 3DC offers a replacement or modified version of or any upgrade to the Product, (a) User's continued use of the Product is conditioned upon User's acceptance of such replacement or modified version of or upgrade to the Product and any accompanying superseding Agreement and (b) in the case of the replacement or modified Product, User's use of all prior versions of the Product is terminated.

4.4.1. 3DC disclaims any obligation to provide, and in no way guarantees, upgrades of the Product.

4.5 Right to Audit. 3DC may, at its expense, audit User's use of the Product. Audits will be conducted during regular business hours at User's place or places of business and will not unreasonably interfere with User's business activities. Audits will be conducted no more than once annually. If, as a result of any such audit, 3DC identifies unauthorized use of the Product, User must pay, in a full License Fee for each copy of the Product in use by User and the reasonable expenses of 3DC in conducting the audit.

4.5.1. 3DC has no obligation to monitor the Product. However, 3DC reserves the right to review materials posted to the Product and to remove any materials in its sole discretion. 3DC reserves the right to terminate your access to any or all of the Product at any time, without notice, for any reason whatsoever.

4.6. Right to Disclose. 3DC reserves the right at all times to disclose any information as 3DC deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in 3DC's sole discretion.

5. TERM, TERMINATION. This Agreement enters into force on the date that User commences use of the Product and continues until the expiration of the Subscription Period, unless terminated earlier in accordance with this Agreement.

5.1. Termination, Generally. Either 3DC or User may terminate this Agreement and the license granted hereunder, with immediate effect, if:

(a) the other party is in material breach of any of its obligations and fails to remedy the same within thirty (30) days of written notice requiring such remedy;

            (b) the other party

                        (i) goes into liquidation;

(ii) has any proceeding instituted to adjudicate it, or any of its partners, as bankrupt or insolvent;

(iii) has a receiver appointed in respect to any of its assets;

(iv) becomes subject to any similar act or process in any other jurisdiction;

(v) becomes generally unable to pay its debts as and when they fall due.

5.2. Termination for Breach. Unauthorized use of the Product in breach of the terms of this Agreement will always be deemed to constitute material breach of this Agreement and will entitle 3DC to terminate this Agreement and the license granted hereunder with immediate effect.

5.2.1. 3DC is not required to disclose, and may be prohibited by law from disclosing, the reason for termination of the Agreement and/or the license granted hereunder.

5.3. Effect of Termination. Upon termination, all licenses granted by 3DC will terminate. Following termination, User must return to 3DC all copies of the Product and/or delete the Product plus certify such deleting to 3DC in writing. In the event of termination for any reasons, content submitted by User may no longer be available. 3DC is not responsible for the loss of such content.

5.4. Survival of Provisions Following Termination. Termination of this Agreement or the license granted hereunder will not affect the validity of any provision of this Agreement that is expressly or implicitly intended to remain in force even after termination.

6. THIRD-PARTY RIGHTS: HOST APPLICATIONS, OWNERSHIP.

6.1. Host Applications. User's license to use the Product granted under the terms of this Agreement does not include license to use any host applications with which the Product is compatible and/or is able to be used. Use of any host applications requires an additional license specifically to use a given host applications, which 3DC cannot and does not make available.

6.1.1. User is responsible for reviewing and complying with the applicable terms of use for any third-party content and/or host applications.

6.2.  Third-Party Ownership Rights. All title, ownership rights, and proprietary rights in and to the information and other content (e.g., commercial and/or third-party add-ons) loaded into the Product from any electronic media or internet by operation of the Product is the property of the applicable content owner. This Agreements does not grant User ownership or any other rights with respect to any such content, and 3DC disclaims all liability for any such content.

6.2.1. All trademarks are the property of 3DC or their respective owners.

6.3. Links to Third-Party Content and/or Applications. 3DC may, directly or through the Product, provide links to third-party content and/or applications that are not under 3DC's control. 3DC is not responsible for the contents of any linked content or application or any changes or updates to such content or applications. 3DC is not responsible for webcasting or any other form of transmission received from any linked content or application. 3DC is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by 3DC of the content and/or application.

7. INTELLECTUAL PROPERTY RIGHTS. All Intellectual Property Rights in and to the Product, the accompanying printed materials, and any copies of the Product, are owned by 3DC or its suppliers. All Intellectual Property Rights in and to the content which may be accessed through use of the Product is the property of the respective content owner and may be protected by applicable intellectual property laws and treaties. This Agreement grants User no rights to use such content. If this Product contains documentation which is provided only in electronic form, User may print one copy of such electronic documentation. User may not copy the printed materials accompanying the Product.

7.1. Notices and Procedure for Making Claims of Copyright Infringement. Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement should be sent to Service Provider's Designated Agent. ALL INQUIRIES NOT RELEVANT TO THE FOLLOWING PROCEDURE WILL NOT RECEIVE A RESPONSE. [See Notice and Procedure for Making Claims of Copyright Infringement.]

8. U.S. GOVERNMENT RESTRICTED RIGHTS. All Product provided to the U.S. Government pursuant to solicitations issued on or after December 1, 1995 is provided with the commercial rights and restrictions described elsewhere herein. All Product provided to the U.S. Government pursuant to solicitations issued prior to December 1, 1995 is provided with RESTRICTED RIGHTS as provided for in FAR, 48 CFR 52.227-14 (JUNE 1987) or DFAR, 48 CFR 252.227-7013 (OCT 1988), as applicable.
9. EXPORT CONTROL.

9.1 General Restrictions. 3DC and User acknowledge that certain technical information disclosed under this agreement may be subject to the export control laws or regulations of the United States of America. User shall be severally responsible for obtaining any export license required under such laws or regulations with respect to the export of any confidential information, and shall promptly notify 3DC in writing of the technical information which is subject to the restrictions under such laws or regulations as well as the type of license to have been obtained. User agrees that, unless proper authorization is obtained, it will not export, re-export, or transship, directly or indirectly, any technical information disclosed hereunder, to any country, end user, or end use that is prohibited by the United States’ laws

9.2 International Export Restrictions. User agrees that User will not export or re-export the Product, any part thereof, or any process or service that is the direct product of the Product (the foregoing collectively referred to as the “Restricted Components”), to any country, person or entity subject to U.S. export restrictions. User specifically agrees not to export or re-export any of the Restricted Components:

(i) to any country to which the U.S. has embargoed or restricted the export of goods or services, which currently include, but are not necessarily limited to Cuba, Iran, Iraq, Libya, North Korea, Sudan and Syria, or to any national of any such country, wherever located, who intends to transmit or transport the Restricted Components back to such country;

(ii) to any person or entity who you know or have reason to know will utilize the Restricted Components in the design, development or production of nuclear, chemical or biological weapons; or

(iii) to any person or entity who has been prohibited from participating in U.S. export transactions by any federal agency of the U.S. government.

User warrants and represents that neither the U.S. Commerce Department, Bureau of Export Administration nor any other U.S. federal agency has suspended, revoked or denied User's export privileges.

10. DISCLAIMER OF WARRANTIES. 3DC AND ITS SUPPLIERS PROVIDE THE PRODUCT “AS IS” AND WITH ALL FAULTS, AND HEREBY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY (IF ANY) IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF LACK OF VIRUSES, AND OF LACK OF NEGLIGENCE OR LACK OF WORKMANLIKE EFFORT. ALSO, THERE IS NO WARRANTY OR CONDITION OF TITLE, OF QUIET ENJOYMENT, OR OF NONINFRINGEMENT. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE PRODUCT LIES WITH USER.

10.1. Other Disclaimers. 3DC expressly disclaims and makes no representations or warranties:

(i) That the Product, or any particular software program, is suitable for User;

(ii) Regarding the adequacy or safety of the Product for User;

(iii) That the Product will meet User's particular needs;

(iv) That the Product will be permitted in User's jurisdiction;

(v) That the Product complies with any or all local, federal, or international regulations;

(vi) That the Product is and/or will be uninterrupted and/or error-free;

(vii) Concerning User's data and/or any loss thereof in connection with use of the Product;

(viii) That 3DC will continue to support any particular feature of the Product;

(ix) Concerning any third-party services, software, or applications, even if linked to from the Product and/or are compatible with the Product.

11. EXCLUSION OF ALL DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL 3DC OR ITS SUPPLIERS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR ANY INJURY TO PERSON OR PROPERTY, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, FOR LOSS OF PRIVACY FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE PRODUCT, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF 3DC OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS EXCLUSION OF DAMAGES WILL BE EFFECTIVE EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

11.1. Specific Limitation on Monetary Damages. 3DC's aggregate liability for any breach of this Agreement, use of the Product or otherwise, will not, under any circumstances, exceed the amounts actually received by 3DC hereunder, except as otherwise required by applicable statutory law.

11.2. These limitations will apply notwithstanding the failure of the essential purpose of any limited remedy.

12. LIMITATION AND RELEASE OF LIABILITY. The Product may be provided to User at no additional charge and 3DC has included in this Agreement terms that disclaim all warranties and liability for the Product. To the full extent allowed by law, USER HEREBY RELEASES 3DC AND ITS SUPPLIERS FROM ANY AND ALL LIABILITY ARISING FROM OR RELATED TO ALL CLAIMS CONCERNING THE PRODUCT OR ITS USE. If User does not wish to accept the Product under the terms of this Agreement, do not install the Product.
13. GOVERNING LAW. If User acquired the Product in the United States of America, the laws of the State of California, U.S.A. will apply to this Agreement. If User acquired this Product outside of the United States of America, then local law may apply.
14. ARBITRATION. Should any dispute arise as to the interpretation of any term or provision of this Agreement, the issue will be decided by arbitration. The arbitration proceeding will be conducted under the applicable rules of the American Arbitration Association in Los Angeles, California. If such organization ceases to exist, the arbitration will be conducted by its successor, or by a similar arbitration organization, at the time a demand for arbitration is made. The decision of the arbitrator will be final and binding on both parties.
15. SEVERABILITY. If any provision of this Agreement is held invalid or unenforceable under any applicable law, such invalidity or unenforceability will not affect any other provision of this Agreement than can be given effect with the invalid or unenforceable provision, and this Agreement must be construed as if said invalid or unenforceable provision had not been contained herein.
16. CONFIDENTIALITY. User acknowledges that in the performance of this Agreement, User may receive Confidential Information from a disclosing party and that such Confidential Information is the exclusive property of the disclosing party. User agrees to hold the Confidential Information of the disclosing party in strict confidence in accordance with the provisions of this Agreement. User:

(i) shall not permit or suffer its employees or agents to remove any proprietary or other legends or restrictive notices contained or included in any Confidential Information provided by the disclosing party;

(ii) shall not permit or suffer its employees or agents to copy or modify any Confidential Information except as specifically authorized in this Agreement;

(iii) shall not disclose any Confidential Information to a third party without the prior written consent of the disclosing party;

(iv) shall only use the disclosing party’s Confidential information for purposes of performing its obligations under this Agreement, and shall not otherwise use the information for its own benefit or for the benefit of any third party; and

(v) agrees to keep secure and maintain the Confidential Information of the disclosing party in a manner no less protective than that used to maintain the confidentiality of the User's own Confidential Information.

16.1. Additional Limitations on Disclosure. User may disclose Confidential Information to its employees or agents under the control and direction of the receiving party only in the normal course of business and on a need to know basis within the scope and purpose of this Agreement. Provided, however, prior to any disclosure all such agents must have entered into written agreements with User requiring such agents to treat and use all such Confidential Information in a manner consistent with the terms and conditions of this Agreement. Except as expressly set forth herein, no licenses under any patent, copyright or other intellectual property rights of either party are granted.

16.2. Return of Confidential Information. Upon any termination, cancellation, or rescission of this Agreement, User shall, at the option of the disclosing party: (i) surrender and deliver all Confidential Information of the other party, including all copies thereof; or (ii) destroy the Confidential Information and all copies thereof and provide satisfactory evidence of such destruction to the disclosing party within one (1) month following termination.

16.3. Disclosure Constitutes Incurable Material Breach. User acknowledges and agrees that any disclosure of the Product to a third party in violation of the terms of this Agreement constitutes a material, incurable breach of this Agreement and will result in the automatic termination of this Agreement and the immediate termination of all licenses granted to User by this Agreement. User further agrees that it shall be strictly liable for all damages to 3DC that result from any disclosure of the Product to any third party.

17. HEADINGS. The headings and captions appearing in this Agreement have been inserted for the purposes of convenience and ready reference and do not purport to, and must not be deemed to define, limit, or extend the scope or intent of the provisions to which they appertain.
18. FORM. Where the context so admits, words and expression appearing in the singular in this Agreement may be interpreted in the plural, and vice versa.
19. INTEGRATION. This Agreement, including any Schedules attached hereto and incorporated herein, constitutes the entire agreement between the parties and supersedes all prior agreements and understandings between them, whether written or oral, relating to the subject matter of this Agreement. This Agreement may not be supplemented, explained, or interpreted by any evidence of trade usage or course of dealing.
20. MODIFICATION OR AMENDMENT. No modification to, amendment of, or other change in this Agreement shall be binding on either Party unless it is in writing and signed by authorized representatives of both parties.
21. AUTHORITY TO CONTRACT. Each party represents that it has the full power and authority to enter into this Agreement and convey the rights contained herein.
22. JURISDICTION AND VENUE. Should any claim or controversy arise between the parties under the terms of this Agreement or in furtherance of this Agreement, such claim or controversy must be resolved only in the state or federal courts of Los Angeles, and said state and federal courts for the State of California will be the only appropriate jurisdiction and venue. User hereby submits to said jurisdiction and venue.
23. FORCE MAJEURE. Neither party will be liable to the other by reason of any failure of performance hereunder (except obligation to pay) if such failure arises out of causes beyond such party's reasonable control, despite the reasonable efforts, and with the fault or negligence of such party. A party experiencing such an event shall give as prompt notice as possible under the circumstances.
24. INDEMNIFICATION. User agrees to indemnify, defend, and hold harmless 3DC and its Affiliates, directors, officers, employees, and agents, from and against any liability, claims, damages, losses, and costs (including reasonable attorney's fees) that:

(i) arise from User's activities in connection with the Product;

(ii) assert a violation by User of any term of this Agreement;

(iii) assert that any content User submitted through use of the Product violates any law or infringes any personal right or third party right, including any intellectual property or privacy right.

3DC reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by User, in which event User will fully cooperate with 3DC in connection therewith.