DISCLAIMER

LICENSE AGREEMENT

ShapeDesigner(TM) SOFTWARE-as-a-service Subscription agreement

Important: Please read the terms and conditions of this Software-as-a-Service (SaaS) Subscription Agreement carefully before using this software. MechaTools Technologies Inc. (“MechaTools”) is willing to license the use of the software (as defined below) to You as the individual, legal entity or company (referenced below as “the User”) that will be using the software only on the condition that the User accepts all of the terms contained in this agreement. This is a legal and enforceable contract between the User and MechaTools Technologies Inc. By in any way indicating assent electronically, or by loading the software, the User agrees to the terms and conditions of this agreement. If the User does not agree to this Agreement, the User agrees not to use or access the Software and thE SaaS Internet Site..

Software-as-a Service (SaaS) Terms of Use

Subject to the terms and conditions of this Agreement, MechaTools agrees to provide to User, on a Software-as-a-Service (SaaS) basis in exchange of Subscription Fees, the ShapeDesigner™ software (including the SaaS protocol access and SaaS application), its interface, database, and the documentation that accompanies it (collectively the “Software”), identified, described and available online, and delivered on the Activation Date hereof. By installing the Software on his computer, the User becomes a registered user of the Software, which MechaTools provides for the exclusive use of each registered user.

o	If the User is agreeing to this Agreement on behalf of a company or other legal entity, User represents that it has the authority to bind such entity to this Agreement.

User acknowledges and agrees that MechaTools may modify the terms and conditions of this Agreement at any time without notice to User by posting revised terms or Agreement on SaaS Site. User’s use of the Software and of this SaaS Site constitutes its binding acceptance of this Agreement, including any modifications that MechaTools makes. User is responsible for regularly reviewing this Agreement and the terms and conditions it contains.

o	Copy of the Software may be used:

i.	In the case of an unlimited license: by multiple people non-simultaneously on a single computer,

ii.	In the case of a floating license: by multiple people non-simultaneously on any computer on the network where the network is identified by the static IP address connecting to our servers.

iii.	In the case of a limited license: by a multiple people simultaneously on any computer.

o	User may access the Software through a network, provided that User has the license right to use the software as defined by the unlimited, floating and limited license types.

If the Software is provided as an upgrade, patch or update to an earlier licensed release of the Software, then User must have a valid license to use such earlier release of the same version as the upgrade to install or use the upgrade. All Software being upgraded is deemed to be part of the Software and is subject to this Agreement.

License Grant

MechaTools hereby grants to User, by means of User’s account and authorized password, subject to all of the terms and conditions of this Agreement, a non-exclusive, non-transferable license for access to the Software via the Internet and to use the Software, in object code form only, solely for business purposes in accordance with the terms set out in this Agreement.

o	User shall not, directly or indirectly:

1.	reverse engineer, decompile, disassemble, modify, translate, make any attempt to discover the source code of the Software or underlying ideas or algorithms of the Software, or create derivative works from the Software, copy or recreate any component of the Software and delivery media;

2.	copy, sublicense, sell, rent, lease, distribute, or otherwise transfer rights to the Software or any portion of the Software;

3.	remove, delete or modify any copyright notices or any other proprietary notices or legends on, in or from the Software;

4.	use the Software in any manner that could damage, disable, overburden, or impair MechaTools’ or any other party’s search services, servers, or other services; or

5.	use the Software in any manner not authorized by this agreement.

User hereby acknowledges that the Software is the exclusive property of MechaTools Technologies Inc. and is protected by copyright law and patent law. MechaTools is the sole owner of the Software and, except as expressly set forth herein, shall retain any and all rights, titles and interests in the Software. No title to the intellectual property in the Software is transferred to the User. This agreement governs any releases, revisions, or enhancements to the Software that MechaTools may furnish to the User.

DISCLAIMER OF WARRANTIES

MechaTools Studio™, ShapeDesigner™, STDShapeLib™, GenShapeLib™ are proprietary computer program of MechaTools Technologies. MechaTools Technologies does not accept responsibility for any mistake, error or misrepresentation in, or as a result of, the usage of these programs and their documentations. The author of this program and documentation are not responsible to user for loss or damage caused, directly or indirectly by the software and its attendant documentation.

Any technical documentation that is made by MechaTools Technologies is the copyrighted work of MechaTools Technologies Inc and is owned by MechaTools Technologies Inc.

NO WARRANTY. The technical documentation is being delivered to you AS-IS and MechaTools Technologies makes no warranty as to its accuracy or use. Any use of the technical documentation or the information contained therein is as the risk of the user. Documentation may include technical or other inaccuracies or typographical errors. MechaTools Technologies reserves the right to make changes without prior notice.

No part of this documentation may be copied without the express written permission of MechaTools Technologies, 3030, Louvigny, Sainte-Foy, Quebec - G1W 1B1 Canada.

The User agrees to USE the Software at the User’s own RISK. The User agrees that MechaTools offers NO WARRANTIES WHATSOEVER. ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF intellectual PROPRIETARY RIGHTS, ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. ALSO TO THE FULLEST EXTENT PERMITTED BY LAW, MechaTools DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, OR GUARANTIES AS TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY, OR COMPLETENESS OF ANY OF THE MATERIALS CONTAINED in the Software.

MechaTools MAKES NO WARRANTY THAT (a) THE software WILL MEET the user’s REQUIREMENTS, (b) THE software WILL BE ERROR-FREE, uninterrupted, timely or secure, (c) defects will be corrected, (d) RESULTS OBTAINED FROM THE USE OF THE software WILL BE ACCURATE OR RELIABLE, OR (e) THE QUALITY OF ANY INFORMATION OR OTHER MATERIAL OBTAINED BY the user THROUGH THE use of the Software WILL MEET the user’s EXPECTATIONS.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY the user FROM MechaTools WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS of this agreement. MechaTools’s EMPLOYEES or any of MechaTools’s affiliates companies’ employees ARE NOT AUTHORIZED TO VARY THESE TERMS.

Passwords and Security

MechaTools shall issue to User, or shall authorize a Customer User’s administrator to issue, a password for each User authorized to use Customer’s account for whom Customer has paid the applicable subscription fees. User and/or Customer’s Users are responsible for maintaining the confidentiality of all passwords and for ensuring that each password is used only by the authorized User. User and/or Customer’s administrator are entirely responsible for any and all activities that occur under their accounts. User and/or Customer’s administrator agree to immediately notify MechaTools of any unauthorized use of their accounts or any other breach of security know to them. MechaTools shall have no liability for any loss or damage arising from User’s and/or Customer’s administrator’s failure to comply with these requirements. MechaTools will maintain User’s and Customer’s User’s passwords as confidential and will not disclose them to third parties.

MechaTools will maintain the Software at a reputable third party Internet service provider and hosting facility, where they are subject to commercially reasonable security precautions to prevent unauthorized access to the Software. User acknowledges that, notwithstanding such security precautions, use of or connection to the Internet provides the opportunity for unauthorized third parties to circumvent such precautions and illegally gain access to the Software and User Data. Accordingly, MechaTools cannot and does not guarantee the privacy, security or authenticity of any information so transmitted over the Internet.

Termination

The original term of this Agreement is initiated from the Activation Date and will expire according to the User’s License and Fees. Upon expiration of the term of this Agreement, this Agreement will expire and MechaTools will terminate User’s ability to access and use the Software, unless User has renew its subscription or has subscribed to a new Subscription Package by that date.

o	Notwithstanding the foregoing, MechaTools may immediately terminate or suspend User’s access and use of the Software, or terminate User’s account and this Agreement if User:

o	fails to pay any applicable fees when due; or

o	breaches or otherwise fails to comply with this Agreement and fails to remedy this breach within thirty (30) days of being so notified.

Termination will not relieve User from any obligation to pay fees that remain unpaid and will not limit either Party from pursuing other available remedies. Upon termination of this Agreement or any part thereof in accordance with this Agreement as a result of User’s breach, negligence or default, MechaTools will have no obligation to refund User any fees paid, if any. The provisions of this Section will not apply to those situations defined by law.

Limitation of Liability

To the maximum extent permitted by applicable law, and regardless of whether any remedy set forth herein fails of its essential purposes, in no event and under no CIRCUMSTANCES SHALL MECHATOOLS BE LIABLE to the user or to any third party for any DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, or PUNITIVE DAMAGES including any loss of profits or data arising FROM the use or inability to use the software, EVEN IF MECHATOOLS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

the user has SOLE RESPONSIBILITY TO PROVIDE FOR ADEQUATE PROTECTION AND BACKUP OF DATA AND/OR EQUIPMENT USED IN CONNECTION WITH THE software, AND WILL NOT MAKE A CLAIM AGAINST MECHATOOLS FOR LOST DATA, RE-RUN TIME, INACCURATE OUTPUT, WORK DELAYS, OR LOST PROFITS RESULTING FROM THE USE OF THE software.

By installing and using thIS Software, the user agrees to indemnify MECHATOOLS and its subsidiaries, affiliates, officers, and employees and hold them harmless from any and all claims and expenses, including attorney’s fees, arising from his use of the software. By using the software, the user hereby agrees to release MECHATOOLS and its subsidiaries, affiliates, officers, and employees from any and all claims, demands, debts, obligations, damages (actual or consequential), costs, and expenses of any kind or nature whatsoever, whether known or unknown, suspected or unsuspected, disclosed or undisclosed, that the user may have against them arising out of or in any way related to such disputes and/or the software. the user hereby agrees to waive all laws that may limit the efficacy of such releases.

Trademarks

MechaTools Studio, ShapeDesigner, STDShapeLib™ and GenShapeLib™ are trademarks of MechaTools Technologies.

Microsoft, Windows 7/Vista/XP/20003 are registered trademarks of Microsoft Corporation.

Other product names mentioned in this manual may be trademarks or registered trademarks of their respective companies and are hereby acknowledged.