Progressive Wood Works, Inc.
Single End-User Software License Agreement
IMPORTANT
READ THE TERMS OF THIS SINGLE END-USER SOFTWARE LICENSE AGREEMENT ("LICENSE AGREEMENT") CAREFULLY BEFORE COMPLETING THE ELECTRONIC ORDER OR DOWNLOAD OF THE SOFTWARE ("SOFTWARE") FROM AN AUTHORIZED WEB SITE. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS LICENSE AGREEMENT, THAT YOU UNDERSTAND IT, AND THAT YOU AGREE TO BE BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT, EXIT THE WEB SITE PAGE WITHOUT CONTINUING THE ORDERING PROCESS.
1. Definitions
Progressive Wood Works, Inc. shall be referred to as the "Licensor." "Use" shall have the meaning stated in Section 2(a) of this License Agreement. The term "Software" includes all copies of the Licensor's software (including user documentation) that you have received on media provided by Licensor, downloaded from Licensor's web site, or duplicated pursuant to the terms of this License Agreement, including, without limitation, all fixes and updates provided through the Licensor subscribed support services, if and when applicable.
2. License
a. Authorized Use. Licensor grants you a non-exclusive, non-transferable license to use the Software on either a single server (if the Software is server based) or a single computer for your own internal business purposes, provided that such access and Use of the Software is limited to one concurrent user for each license granted by Licensor. "Use" means storing, loading, installing, executing or displaying the Software for your internal business use. You are not permitted to allow any third parties to access or use the Software.
b. Copies and Backup. You may make one copy of the Software code for Use and one copy for back-up purposes only, provided that: (i) the Software is installed on only one server or computer; (ii) the Software is not modified or enhanced; and (iii) all Licensor's copyright, trademark or other proprietary ownership notices are maintained on all copies of the Software. The back-up copy is to be used solely for temporary emergency purposes only, and such use is subject to this License Agreement to the same extent as the implementation copy. You agree at all times to maintain backup data that relates to your Use of the Software.
c. Restrictions on Use. In addition to all other terms and conditions in this License Agreement, you may not: (i) copy (other than once for implementation and for back-up purposes), distribute, rent, lease or sublicense all or any portion of the Software; (ii) modify the Software; (iii) use the Software in a computer-based services business or use the Software for the benefit of any other person or entity; (iv) reverse engineer, decompile or disassemble the Software, (v) make any application(s) ("Applications") based on the Software, or (vi) use the Software for purposes of supporting or promoting any act of violence to animals or people.
d. Ownership. This Software is licensed and not sold to you by Licensor. Licensor owns all copyright, trade secret, patent, and other proprietary rights in the Software. Your license confers no title or ownership in the Software and is not a sale of any rights in the Software. Rather, you have a license to Use the Software as long as this License Agreement remains in full force and effect. Any other use of the Software by any person, business, corporation, government organization or any other entity is strictly forbidden and is a breach of this License Agreement.
e. Other Licenses Available. An additional or other type of license will require the payment of additional fees and/or royalties at Licensor's then current rates and terms based on your intended use of the Software. Please contact Licensor's sales department at sales@smartmachining.com  for details and requirements.
3. Copyright
The Software contains material that is protected by United States Copyright Law and trade secret law, and by international treaty provisions. All rights not granted to you herein are expressly reserved by Licensor. You may not remove any proprietary notice of Licensor from any copy of the Software.
4. Confidentiality
You acknowledge that the Software contains proprietary trade secrets of Licensor and you hereby agree to reasonable efforts to maintain the confidentiality of the Software. You agree to reasonably communicate the terms and conditions of this License Agreement to those persons employed by you who come into contact with or access the Software, and to use reasonable efforts to ensure their compliance with such terms and conditions, including, but not limited to, not knowingly permitting such persons to use any portion of the Software for a purpose that is not allowed under this License Agreement.
5. Limited Warranty
For a period of ninety (90) days (“Warranty Period”) commencing from the date of download of the Software, Licensor warrants that the Software as delivered will perform in all material respects with the user documentation. If you discover a material defect in the Software and it is reported in detail to Licensor in writing during the Warranty Period, Licensor will review the notice and confirm the defect. If confirmed, then Licensor will, at Licensor’s sole discretion, either use commercially reasonable efforts to correct the noticed default or refund the paid license fee upon receipt by Licensor of the returned Software from you and written certification that this License Agreement is deemed terminated and you retain no copies of the Software. If Licensor can not replicate the reported error, then the parties shall further review the situation in order to determine if the reported material error does or does not exist in the Software.
If you have ordered and received the Software from Licensor, other than from downloading the Software through Licensor's web site, then for thirty (30) days from the date of shipment, Licensor warrants that the media on which the Software is contained will be free from defects in materials and workmanship. SMARTMACHINING IS SOLD AS A DESIGN SOFTWARE. ANY INTEGRATION INTO ANY SORT OF MANUFACTURING PROCESS IS SOLELY AT THE DISCRETION OF THE USER AND NO GUARANTEE IS WRITTEN OR IMPLIED AS TO THE ABILITY OF THE SOFTWARE. 
LICENSOR DOES NOT WARRANT THE CONTENTS OF THE SOFTWARE OR THAT IT WILL BE ERROR FREE. EXCEPT AS OTHERWISE STATED IN THIS SECTION, THE SOFTWARE IS FURNISHED "AS IS" WITHOUT WARRANTY OF ANY KIND, INCLUDING THE WARRANTY OF DESIGN, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND WITHOUT WARRANTY AS TO THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE. THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE SOFTWARE IS ASSUMED BY YOU.
Some states do not allow the exclusion of implied warranties, so the above exclusion may not apply to you. This warranty gives you specific legal rights, and you may also have rights which vary from state to state.
6. Limited Remedy
If you receive media which is not free from defects in materials and workmanship during the stated warranty period, Licensor's entire liability and your exclusive remedy shall be, at Licensor's sole option, if you timely return the Software to Licensor either (a) repair or replace the defective media as soon as practicable, or (a) return of the price paid.
7. Extended Support Services
Extended support services for the Software may be offered by Licensor at terms stated on Licensor’s web site or otherwise.
8. Limitation of Liability
IN NO EVENT WILL LICENSOR BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF MANUFACTURING MATERIALS OR THE TIME TO OBTAIN SUCH MATERIALS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION ARISING OUT OF THE USE OR INABILITY TO USE THE PROGRAM, OR FOR ANY CLAIM BY ANY OTHER PARTY, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSOR'S AGGREGATE LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE WITH RESPECT TO THE SOFTWARE, THE EXTENDED SUPPORT SERVICES OR OTHERWISE SHALL NOT EXCEED THE AMOUNT OF THE LICENSE FEE OR THE EXTENDED SUPPORT SERVICES FEE PAID BY YOU FOR THE AFFECTED SOFTWARE OR AFFECTED EXTENDED SUPPORT SERVICES. BECAUSE SOME STATES/COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
9. Export Restrictions
This License Agreement is expressly made subject to any laws, regulations, orders or other restrictions on the export from the United States of America of the Software or information about such Software that may be imposed from time to time by the government of the United States of America. You shall not export the Software or information about the Software without the consent of Licensor and in compliance with such laws, regulations, orders or other restrictions.
10. Termination
This License Agreement is effective until terminated. You may terminate this License Agreement at any time by destroying or returning to Licensor all copies of the Software in your possession or under your control. Licensor may terminate this License Agreement for any reason, including, but not limited to, if Licensor finds that you have breached any of the terms of this License Agreement. Licensor is permitted the right to audit your Use of the Software by providing no less than five (5) days prior written notice of its intention to conduct such an audit at your facilities during normal business hours. Upon notification of termination, you agree to destroy or return to Licensor all copies of the Software and to certify in writing that all known copies, including back-up copies, have been destroyed. All provisions relating to confidentiality, proprietary rights, non-disclosure, and limitation of liability shall survive the termination of this License Agreement.
11. U.S. Government Restricted Rights
The Software is provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software-Restricted Rights at 48 CFR 52.227-19, as applicable. Manufacturer is Progressive Wood Works, Inc., 289 Hall Avenue, White Plains, NY 10604.
12. General
This License Agreement shall be construed, interpreted and governed by the laws of the State of New York without regard to conflicts of law provisions thereof. The exclusive forum for any disputes, claims or causes of action arising out of or relating to this License Agreement shall be an appropriate federal or state court located in Westchester County, State of New York, USA. This License Agreement (and Licensor's stated payment terms) shall constitute the entire agreement between the parties hereto with respect to the subject matter and applicable order. Any waiver or modification of this License Agreement shall only be effective if it is in writing and signed by both parties hereto. If any part of this License Agreement is found invalid or unenforceable by a court of competent jurisdiction, the remainder of this License Agreement shall be interpreted so as to reasonably affect the intention of the parties.