NOTICE TO ALL USERS: PLEASE CAREFULLY READ THE FOLLOWING LEGAL AGREEMENT ("AGREEMENT") FOR THE LICENSE OF DIGITAL PROJECT R4 ("SOFTWARE" OR “LICENSED PROGRAM) BY GEHRY TECHNOLOGIES, INC ("GT"). BY CLICKING THE YES BUTTON OR INSTALLING THE SOFTWARE, LICENSEE (EITHER AN INDIVIDUAL OR A SINGLE ENTITY) CONSENTS TO BE BOUND BY AND BECOME A PARTY TO THIS AGREEMENT. IF LICENSEE DOES NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE BUTTON THAT INDICATES THAT LICENSEE DOES NOT ACCEPT THE TERMS OF THIS AGREEMENT AND DOES NOT INSTALL THE SOFTWARE. (IF APPLICABLE, LICENSEE MAY RETURN THE LICENSED PROGRAM TO THE PLACE OF PURCHASE FOR A FULL REFUND.)

DIGITAL PROJECT is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. Digital Project is licensed, not sold.

SECTION 1: DEFINITIONS

 “Agreement” means this End User License Agreement, which is comprised of these General Terms, the Appendices and Quote pursuant to which Licensee placed its order with GT or VAR, as applicable.

“ALC” means Annual License Charge as defined in Section 4 of these General Terms.

“Anniversary Date of the License” is the anniversary date of (i) the date which GT or VAR, as applicable, has chosen pursuant to Section 4 of these General Terms, or, absent such choice (ii) the corresponding Effective Date of the License.

“Appendix” means an appendix to these General Terms containing additional or different terms and conditions relating to Licensed Programs of the identified Brand or product line.

“GT” means Gehry Technologies, Inc., a Delware, USA, Corporation, with its registered office at 12541-A Beatrice Street, Los Angeles, CA, USA.

“Documentation” means, at any time, the current user documentation in any form or media as made available by GT for use in connection with Licensed Programs.

“GT Group Company” means GT or any GT Subsidiary.

“GT Subsidiary” means any company in which GT, directly or indirectly, (i) owns more than 50% of the outstanding equity or ownership interest, or (ii) has the power to designate the managing authority.

“Effective Date of the License” means, for any license for a Licensed Program, the latest of the following (i) the date on which such Licensed Program is shipped or made available electronically to VAR or Licensee by GT or, if applicable (ii) the date on which Licensee or VAR is informed by GT that the associated license key can be requested or is available.

“Error” means a material malfunction in the performance of a Licensed Program, as performance is described in its Documentation, and which is reported in accordance with the applicable support policy and reproducible by GT.

“General Terms” means these general terms and conditions.

“Licensed Program” means (i) any data processing program for which a license is ordered by and provided to Licensee pursuant to a Quote, consisting of a series of instructions or databases in machine readable form, (ii) associated Documentation, (iii) Maintenance Delivery and (iv) Releases. Licensed Programs do not include new versions of a Licensed Program, including any successor product which significantly differs in architecture, user interface or mode of delivery.

“Machine(s)” means computer equipment i) belonging to Licensee or under its sole control or supervision, ii) located on Licensee’s premises (provided when applicable that employees of Licensee may occasionally use laptop computers outside Licensee’s
premises) and iii) on which the Licensed Programs are executed.

“Maintenance Delivery” means a periodic delivery of a Licensed Program which mainly includes the correction of Error(s) for a given Release, if and when made generally available to the market.

“Master Site” means the single site designated by Licensee, which may be changed by written notification to GT or VAR as applicable, through which all deliveries and Support Service will be provided.

“PLC” means Primary License Charge as defined in Section 4 of these General Terms.

“Quote” means a commercial proposal containing a quote for Licensed Programs made to Licensee either by GT, or by VAR (only with respect to Licensed Program identification, quantities thereof, and geographical scope of the license), as applicable.

“Release” means a periodic update of the same version of a Licensed Program if and when made generally available to the market.

“Specific Terms for Third Party Software” shall mean the specific terms and conditions applicable to certain third party software components or third party software products not developed by or for a GT Group Company and licensed to Licensee to be used in connection with or within the Licensed Programs, published on GT’s website, www.gehrytechnologies.com , as modified from time to time.

“Support Service” means the maintenance, enhancement and/or other support services referred to in Section 3 of these General Terms.

“Users” means (a) Licensee’s employees, or (b) individual employees of Licensee’s consultants or subcontractors who access the Licensed Programs on Machines and work for the exclusive internal needs of Licensee.

“VAR” means a distributor that has entered into a General VAR Agreement (“GVA”) with GT and that is identified in the Quote submitted to Licensee for the Licensed Programs.

“YLC” means Yearly License Charge as defined in Section 4 of these General Terms.

SECTION 2.  LICENSE/USE.

2.1       License Grant.

Subject to the payment of the applicable license fees, and subject to the terms and conditions of this Agreement, GT hereby grants to Licensee a non-exclusive, non-transferable right to use one copy of the specified version of the Licensed Program and the accompanying documentation (the "Documentation") on one (1) Machine. Licensee has no right to sublicense. The Licensed Program may only be operated by Users for Licensee’s internal use, in accordance with the geographical scope specified in the applicable Appendix and/or Quote, and in accordance with the Documentation and this Agreement. License keys or license tokens do not themselves grant the legal right to use the Licensed Programs.

2.2       Ownership Rights.

The Software is protected by United States copyright laws and international treaty provisions. GT and its suppliers own and retain all right, title and interest in and to the Software, including all copyrights, patents, trade secret rights, trademarks and other intellectual property rights therein. Licensee's possession, installation, or use of the Software does not transfer to Licensee any title to the intellectual property in the Software, and Licensee will not acquire any rights to the Software except as expressly set forth in this Agreement.

2.3       Restrictions.

Licensee may not rent, lease, loan, sublicense or resell the Software. Licensee may not permit third parties to benefit from the use or functionality of the Software via a timesharing, service bureau, bulletin board or other arrangement. Licensee may not transfer any of the rights granted to Licensee under this Agreement. Licensee may not reverse engineer, decompile, or disassemble the Software, except to the extent the foregoing restriction is expressly prohibited by applicable law. Licensee may not modify, or create derivative works based upon, the Software in whole or in part. Licensee may not copy the Software or Documentation, except that Licensee may either (a) make one copy of the Software solely for backup or archival purposes, or (b) transfer the Software to a single hard disk provided that Licensee keeps the original solely for backup or archival purposes. Licensee may not remove any proprietary notices or labels on the Software. All copies must contain the same proprietary notices that appear on and in the Software. All rights not expressly set forth hereunder are reserved by GT.

SECTION 3.  OTHER RIGHTS AND OBLIGATIONS

3.1 Relationship with VAR

The obligations described in this Section 3 shall be undertaken by (i) VAR, in the event the Quote is made by VAR or (ii) GT in the event the Quote is made by GT.

In the event that VAR is a party to this Agreement, it is specifically understood and agreed by GT, Licensee and VAR respectively that VAR shall cease to be a party to this Agreement without any right to compensation, indemnity or set off of any kind in any of the following circumstances:

1. VAR ceases for any reason to be entitled to distribute the Licensed Programs, in which case it shall at the same time cease to be a party to this Agreement;
2. VAR is in breach of this Agreement, and such breach has not been cured within 30 days after notice thereof sent to VAR by either Licensee (with a copy to GT) or GT (with a copy to Licensee);
3. VAR has failed to use reasonable commercial efforts in the performance of its Support Service obligations as described at www.3ds.com/support, and such failure has not been cured within 30 days after notice thereof by Licensee to VAR (with a copy to GT) describing in reasonable detail the nature of VAR’s failure to perform; or
4. Licensee notifies VAR and GT of its request to change its provider of Support Services based on (a) Licensee’s or VAR’s change of head office or place of business or (b) a change of control of VAR or Licensee, or (c) Licensee’s desire to consolidate Support Service for all of its licenses of Licensed Programs with another provider. The change in provider in the instances under point 4 will take effect at the next Anniversary Date(s) of the License(s), unless otherwise agreed by GT and Licensee.

In any of the above cases, Licensee shall notify GT of a new provider from which it wishes to obtain Support Services. GT shall, upon written notification to Licensee, elect to (i) accommodate Licensee’s request as to the new provider, (ii) assume directly all or part of VAR’s rights and obligations under this Agreement and/or (iii) indicate one or more other distributor(s) having signed a GVA with GT.

If VAR ceases to be party to the Agreement before the Anniversary Date and/or Licensee has already paid the applicable ALC for the period then in progress or a subsequent period, VAR shall reimburse ALC to Licensee on a prorated basis.

In all cases, the amount of ALC payable by Licensee for periods after the date of change of provider shall be determined by agreement between the new provider and Licensee.
VAR undertakes to provide all necessary assistance and to complete all formalities required or advisable, as the case may be, to achieve the purpose of this section.

3.2 Delivery.

Within a reasonable period of time after GT’s acceptance of a corresponding order, and only for the first order of a Release of a Licensed Program under each operating
system, GT or VAR, as applicable, will deliver to Licensee one (1) copy of such Licensed Program, or make the Licensed Programs available electronically. Electronic delivery will be made by posting the Licensed Programs ordered by Licensee on
GT’s site and providing Licensee with a user name, password, and instructions for accessing and downloading the Licensed Programs from such website. Licensee is responsible for accessing GT’s site and downloading the Licensed Programs according to instructions to be provided by GT or VAR.

3.3 Support Service.

GT or VAR or any third party which may be designated by GT, as applicable, will provide Support Services for Licensed Programs from the Effective Date of the License, subject to payment by Licensee of all applicable charges, as follows and as further detailed in GT’s Support section of its website available at www.gehrytechnologies.com:

1. Licensee shall be entitled to receive Maintenance Deliveries and Releases for the Licensed Programs.
2. Licensee, through its Master Site, may report Errors related to the Releases identified as supported on GT’s Support Services website to GT or VAR, as applicable. In any case, each Release will be supported for a minimum period of welve (12) months from the date such Release has been made publicly available.
3. GT or VAR, as applicable, shall be the primary point of contact of Licensee’s Master Site for collecting, qualifying, and managing Licensee’s incident reports. In the event VAR is such primary contact, VAR shall be responsible for redirecting the reports of incidents qualified as Errors to GT.

If VAR is providing other support services, Licensee and VAR shall contract separately for such services. Information available on the www.gehrytechnologies.com website regarding GT’s Support Services policies is subject to change at GT’s sole
discretion, provided however, except as set forth below, GT will not materially reduce the level of Support Services provided for the Licensed Programs during the current annual period for which Licensee has paid recurring charges. Any material
reduction in the level of Support Services shall be applicable only if announced before the renewal notice period of Licensee’s annual charges. GT may terminate Support Service for any Licensed Program starting twelve (12) months after withdrawal of
such Licensed Program from marketing has been announced.

SECTION 4. PRICE AND LICENSEE’S PAYMENT OBLIGATIONS

4.1 Payment Obligations

In consideration of the rights, licenses and services provided hereunder, Licensee shall pay the charges applicable to each license of Licensed Programs and, at the price identified in the Quote pursuant to which Licensee made its order. Payments pursuant to this Section 4 shall be made to (i) VAR in the event the Quote is made by VAR or (ii) GT in the event the Quote is made by GT or on its behalf.

All prices are exclusive of taxes. Licensee shall be responsible for payment of any and all taxes, duties, excises, import VAT or similar charges of any nature whatsoever, now in force or enacted in the future, that are levied, assessed, charged, withheld, or collected for or in connection with Licensed Programs provided hereunder or otherwise arising in connection with this Agreement, but excluding taxes based on GT’s (or VAR’s, if applicable) net income. If Licensee is or may be required under any law or regulation of any governmental entity or authority, domestic or foreign, to withhold or deduct any portion of any payment due to GT pursuant to this Agreement, then the sum payable to GT will be increased by the amount necessary to yield to GT an amount equal to the sum it would have received had no withholdings or deductions been made. Licensee shall indemnify GT against any losses or costs incurred by GT due to any failure of Licensee to make such deduction or withholding.

Licensee shall pay interest for late payment at a rate of the lesser of 1½ percent per month or the highest lawful rate, on all sums unpaid at the due date, plus reasonable attorneys’ fees and costs incurred by GT and/or VAR, as applicable, in collecting unpaid amounts.

GT or VAR, as applicable, shall have the right to set a common Anniversary Date for the payment of ALC or YLC as the case may be, with respect to any license of any Licensed Program with different Effective Dates of License (subject to prorated calculation of any charges due for any period not covered as a result thereof).

Unless otherwise agreed to in writing by GT or VAR, as applicable, (i) all recurring  charges will be invoiced yearly and in advance, and (ii) Licensee shall pay all invoices by wire transfer within thirty (30) days from the date of invoice.

4.2 PLC/ALC/YLC Pricing Structure

The Primary License Charge (or “PLC”) is applicable for each license of each Licensed Program ordered under the PLC/ALC pricing structure. The PLC is a one time, non-refundable charge. Payment of the PLC for a Licensed Program provides Licensee
with a perpetual license (subject to the conditions set forth in Section 2 of these General Terms) to use the Release of such Licensed Program made available by GT on the Effective Date of the License.

The Annual License Charge (or “ALC”) is a yearly charge, payable in advance. For the first year of each license of each Licensed Program, Licensee shall pay the ALC together with the PLC. The price of the ALC for the first renewal of the ALC for each license, shall be the same as the initial ALC paid for such license, subject only to a revision on the basis of relevant index identified in GT’s or VAR’s price list applicable as of the date of the Quote. Payment of the ALC for a Licensed Program entitles Licensee to (a) Support Service for the Licensed Program for one year and (b) a license (subject to the conditions set forth in Section 2 of these General Terms) to use the Releases of such
Licensed Program made available by GT during such year, in lieu of the licenses on the previous Releases of the Licensed Programs delivered to Licensee.

The Yearly License Charge (or “YLC”) The Yearly License Charge for a Licensed Program is the charge for (1) a one year license (subject to the conditions set forth in
Section 2 of these General Terms) to use the Releases of such Licensed Program made available by GT during such year, and (2) Support Service for the Licensed Program for one year. The YLC shall be paid in advance of the year to which it applies.
Prices of PLC, ALC, and YLC are specific to each country or region as the case may be. Transfer of existing licenses to a Machine located in another country or region is subject to GT’s prior written approval, and may be subject to an adjustment in price.

SECTION 5.  INTELLECTUAL PROPERTY RIGHTS, CONFIDENTIALITY

The Licensed Programs and Documentation, including any copies, compilations, made by or for Licensee, in whole or in part, are the sole property of GT or other owner. All intellectual property rights in the Licensed Programs and associated Documentation belong exclusively to GT or its licensors. GT and/or its licensors shall retain all title, copyright and other intellectual property rights in the Licensed Programs and all
modifications, enhancements or other works derivative of the Licensed Programs.

Licensee shall preserve and reproduce any copyright, patent and trademark notices which may appear in the Licensed Programs and Documentation on all copies thereof, in whole or part. Licensee shall keep full, true and accurate records of all copies of the Licensed Programs and associated Documentation, which records shall be available for audit by GT.

Licensee shall not provide, disclose or transmit any Licensed Program, nor any results of tests or benchmarks related to any Licensed Program, or copy thereof, in whole or in part, without the prior written consent of GT, except to Users within the limits of the rights granted under this Agreement. Licensee shall take appropriate action with Users, to ensure that Licensee complies with its obligations under this Agreement. Licensee recognizes that the methodologies, techniques, expressions, ideas and concepts contained in or expressed within the Licensed Programs and associated Documentation are
proprietary information or trade secrets of GT or other owner. Licensee shall treat them as confidential information and not disclose them as long as this Agreement is in effect and for three (3) years thereafter.

Licensee shall not modify, adapt, reverse engineer, decompile, disassemble, or otherwise translate all or part of the Licensed Programs. In the event Licensee wishes to ensure the
interoperability, within the limits of its authorized use as defined in Section 2 of these General Terms, of the Licensed Programs with other computer software or with equipment under conditions provided for by law, Licensee must ask GT for a license to use standard interfaces, exclusively for internal use to achieve interoperability. GT will grant Licensee a license to use the standard interfaces at then current prices and contractual conditions of GT or, if standard interfaces are not available,
GT, for a fee, may provide Licensee with the necessary information to permit interoperability. Licensee is not authorized to give access to these interfaces to any person other than Users.

SECTION 6. PATENT AND COPYRIGHT INFRINGEMENT

Unless otherwise specified in applicable Specific Terms for Third Party Software, GT will defend Licensee against any and all claims made by a third party that a Licensed Program delivered under this Agreement infringes a copyright or a patent
of the United States , provided that (i) Licensee provides GT with prompt written notice of the claim, and (ii) Licensee gives GT control of the defense of the claim and provides reasonable cooperation in the defense of the claim, and (iii) in the case of a patent infringement, the related patent has been granted by the United States as of the date of Licensed Program’s delivery to Licensee. Such indemnification is limited to
costs, damages and expenses (including reasonable legal fees) finally awarded against Licensee by a court of competent jurisdiction or agreed to in a written settlement agreement signed by GT arising out of such claim.

GT shall have no obligation to defend or indemnify Licensee against any claim related to (i) any modification of a Licensed Program by Licensee or anybody but the GT, or (ii) the use of one or more Licensed Programs in combination with
other elements, data, programs not provided by the GT, or (iii) the use of Maintenance Deliveries or Releases other than the most recent ones provided by the GT or VAR as applicable.

If operation of a Licensed Program becomes, or in GT’s reasonable opinion, is likely to become the subject of such an infringement claim, Licensee shall permit GT, at GT's option and expense, either to secure for Licensee the right to continue using the Licensed Program or to modify it, or replace it with another program which is functionally equivalent. If neither of the foregoing options is available on terms which are reasonable in GT's judgment, Licensee shall destroy or return said Licensed Program, and all copies thereof, to GT within one (1) month from GT's written request. In such a case, GT will grant Licensee a credit for the corresponding PLC charge paid, if applicable, depreciated on a straight-line over
three years, to be applied to future licenses, and will reimburse Licensee for the unaccrued portion of any associated recurring charges, including without limitation, ALCs or YLCs paid, as the case may be.

This Section 6 states GT’s entire liability and Licensee’s exclusive remedy for any claim of infringement of intellectual property rights under this Agreement.

SECTION 7.  WARRANTIES AND REMEDIES.

7.1       Performance Warranty.

GT warrants to Licensee that for a period of thirty (30) days commencing upon delivery of the Licensed Program to Licensee, that when operated in accordance with the Documentation and other instructions provided by GT, the Licensed Program will perform substantially in accordance with the functional specifications set forth in the Documentation. During the warranty period, GT will provide Licensee, at no additional charge, with (i) a replacement copy of the Licensed Program if the media becomes damaged or is destroyed to the extent that the Licensed Program is unusable, and (ii) advice, consultation and assistance to use the Licensed Program and diagnose and correct problems that Licensee may encounter.

7.2       Remedy.

If the Licensed Program fails to comply with the warranty set forth in paragraph 2.1, GT will use commercially reasonable efforts to correct the noncompliance provided that Licensee notifies GT in writing of the noncompliance within thirty (30) days after delivery of the Licensed Program to the Licensee; and GT is able to reproduce the noncompliance. If after the expenditure of commercially reasonable efforts GT is unable to correct any such noncompliance, GT may, in its sole discretion, refund to Licensee all or an equitable portion of the license fee paid by Licensee to GT for such Licensed Program in full satisfaction of Licensee's claims relating to such noncompliance.

7.3       Warranty Limitations.

GT does not warrant that the Licensed Program is free from all bugs, errors and omissions; that the operation of the Licensed Program will be uninterrupted; that the Licensed Program will meet the Licensee's requirements; or that all defects will be corrected. The warranty set forth in paragraph 2.1 applies only to the latest release of the Licensed Program made available by GT to Licensee. The warranty in paragraph 2.1 shall be void if failure of the Licensed Program results from misuse, casualty loss, use or combination of the Licensed Program with any Licensed Programs, goods, services or other items furnished by anyone other than GT or any modification not made by or for GT.

7.4       DISCLAIMER AND RELEASE.

SECTION 8.  LIMITATIONS OF LIABILITY.

8.1       Limitation of Liability.

IN NO EVENT WILL GT BE OBLIGATED OR LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), LICENSED PROGRAM LIABILITY OR OTHER CAUSE OF ACTION) FOR THE COST OF COVER OR FOR ANY INCIDENTAL, DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OR LIABILITIES (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, DATA, LOSSES ARISING FROM RESULTS OF USE OF THE SOFTWARE, OR OTHER PECUNIARY LOSS OR LOSS OF LIFE OR BODILY HARM), EVEN IF GT OR ITS EMPLOYEES OR REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. GT'S LIABILITY (WHETHER IN CONTRACT, WARRANTY, TORT, FAILURE OF ESSENTIAL PURPOSE OR OTHERWISE, AND NOTWITHSTANDING ANY FAULT, NEGLIGENCE, REPRESENTATION, STRICT LIABILITY OR LICENSED PROGRAM LIABILITY OF GT) UNDER THIS AGREEMENT WITH REGARD TO ANY LICENSED PROGRAM, DOCUMENTATION, SERVICES OR OTHER ITEMS SUBJECT TO THIS AGREEMENT SHALL IN NO EVENT EXCEED THE TOTAL COMPENSATION PAID BY THE LICENSEE TO GT UNDER THIS AGREEMENT. No action, regardless of form, arising under this Agreement, may be brought by the Licensee more than one (1) year after having knowledge of the occurrence which gives rise to the cause of such action.

8.2       Indemnity.

The Licensee shall, at its own expense, defend GT and its officers, directors, members, employees and agents against any third party claim, suit or proceeding ("Claim") which arises out of, results from or is related to:  (a) personal injury or property damage caused by use of the Licensed Program by the Licensee; (b) the negligence or willful misconduct of the Licensee; (c) a breach of any representation or warranty provided for herein by the Licensee; or (d) the violation of any law, statute, rule, regulation or other legal requirement by the Licensee.  The Licensee shall indemnify and hold GT harmless from any damages, costs and expenses (including reasonable attorney's fees) to the extent they result from a Claim.  The Licensee shall have the right to control the defense of such Claim and the settlement of such Claim, provided that the Licensee may not admit guilt on the part of GT or obligate GT to take any action without GT's prior written consent.

SECTION 9.  TERM AND TERMINATION.

9.1 Termination of access to Support Service by Licensee

Licensee: Licensee may terminate access to Support Service for licenses ordered under a PLC/ALC pricing structure, subject to the following conditions: (i) Licensee shall notify thereof GT and VAR, if applicable, at least one month prior to the Anniversary Date of the License, and (ii) such termination shall apply to Support Services related to all licenses of a given Licensed Program held by Licensee. In such case (a) Licensee
shall have no further obligation to pay the ALCs related to the corresponding Licensed Programs, (b) Licensee shall duly certify in writing to GT that all copies, whether in whole or in part, of all Releases of the Licensed Programs and associated Documentation other than those of the latest Release of the Licensed Programs installed by Licensee, have been duly destroyed or returned to GT and (c) Support Service for such Licensed Programs will terminate at the expiration of the then current term. Subject to payment by Licensee of the then applicable process charge, GT will deliver the license keys necessary for Licensee to operate its perpetual license. GT
shall have no further obligation to provide any service or deliver any Release in support of any such licenses, including for operation of the licenses in their hardware or software
environment. Licensee may reinstated license to Support Service, provided such reinstatement is activated for all licenses of a given License Program held by Licensee, and Licensee pays a reinstatement charge of an amount equal to one hundred and fifty
percent (150%) of all ALCs that would have been due from the date of termination of access to the Support Services to the date of the reinstatement of such Support Services.

9.2 Termination of Support Services by VAR.

In the event that Licensee has contracted Support Services through a VAR and in case of failure by Licensee to pay to VAR any ALC or YLC, VAR shall be entitled to terminate the provision of Support Services related to all Licensed Programs, subject to ten (10) days prior written notice to Licensee and GT.

9.3 Termination by Licensee of licenses for Licensed Programs

Licensee may terminate any license to any Licensed Program ordered under either a PLC/ALC or a YLC pricing structure, by providing written notice to GT and to VAR, if any, one (1) month prior to the Anniversary Date of the License, failing which
such license shall automatically renew. In case of termination, Licensee shall immediately destroy or return all copies, in whole or in part, of the terminated or expired Licensed Programs and associated Documentation, and duly certify the same in writing to
GT.

9.4 Term and Termination of this Agreement

This Agreement shall come into force on the Effective Date of the License in respect of the first License ordered by Licensee and shall remain in full force and effect until the expiration of all licenses granted under this Agreement, unless terminated as provided hereunder.

Either GT or Licensee may terminate this Agreement and/or any licenses granted under this Agreement, if the other is in material breach of any of its obligations and has failed to remedy such breach within one (1) month of receipt of written notice. The termination will not prejudice the rights and remedies of the non-breaching parties. In case of termination of the Agreement for uncured material breach by Licensee, Licensee
shall provide promptly to GT a written certificate that all copies, in whole or in part, of the Licensed Programs and associated Documentation, have been destroyed or returned to GT.

9.5 Withdrawal of VAR

In the event Licensee fails to pay any ALC or YLC when due to VAR, VAR shall have the right, subject to a thirty (30) day prior written notice to Licensee and GT, to withdraw from this Agreement, provided it is not in breach of any of its obligations hereunder. Consequently, VAR shall cease to be a party to this Agreement, and shall have no further right or obligation hereunder.

SECTION 10.  MISCELLANEOUS. 

10.1     The Software and Documentation are 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 48 CFR 52.227-19, as applicable. Provider is GEHRY TECHNOLOGIES, INC, 12541-A Beatrice Street, Los Angeles, California 90066.

10.2     Nonwaiver / Severability.

If a court holds any provision of this Agreement to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect.  No waiver of any breach of this Agreement shall be a waiver of any other breach, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.  The parties confirm that it is their wish that this Agreement has been written in the English language only.

10.3     Entire Agreement.

This Agreement consists of the entire Agreement and supersedes any and all prior agreements between GT and Licensee relating to the Licensed Program, Documentation and other items subject to this Agreement. No amendment of this Agreement will be valid unless set forth in a written instrument signed by both parties.

10.4     Export.

Licensee agrees that Licensee will not export or re-export the Software or Documentation to any country, person, entity or end user subject to U.S.A. export restrictions. Restricted countries currently include, but are not necessarily limited to Cuba, Iran, Iraq, Libya, North Korea, Sudan, and Syria. Licensee warrants and represents that neither the U.S.A. Bureau of Export Administration nor any other federal agency has suspended, revoked or denied Licensee's export privileges.

10.5     Arbitration.

Any controversy or claim arising out of or relating to this Agreement shall be submitted to arbitration before an arbitrator agreed upon by the parties, or if the parties cannot agree upon an arbitrator within thirty (30) days, to an arbitrator selected by the American Arbitration Association.  The arbitration shall be conducted under the rules then prevailing of the American Arbitration Association (the "AAA Rules"), and subject to the provisions of Title 9 of Part 3 of the California Code of Civil Procedure (including the right to conduct discovery) or any successor statute ("Title 9").  To the extent the AAA Rules conflict with, or are supplemented by, the provisions of Title 9, the provisions of Title 9 shall govern and be applicable.  The arbitrator may award attorneys' fees and costs as part of the award.  The award of the arbitrator shall be binding and may be entered as a judgment in any court of competent jurisdiction.  Notwithstanding the foregoing, any controversy or claim not solely based on contract may be brought in any court of competent jurisdiction, subject to paragraph 4.6 below.

10.6     Governing Law.

This Agreement shall be governed by the laws of the State of California, without regard to principles of conflicts of laws.  Each party hereby consents to the exclusive jurisdiction by the state and federal courts sitting in the State of California.  The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded.

10.7     Notices.

All notices required hereunder shall be communicated in English and shall be personally delivered or sent by certified or registered mail or reputable express courier service, addressed to the parties at their addresses first mentioned above, or at such other address as either party may designate to the other by notice served as hereby required, or
contained in the relevant order form, or sent by facsimile transmission to the facsimile machine telephone number provided by the receiving party.

10.8 Force Majeure.

Neither party shall be liable for failure to perform its obligations hereunder, if such failure results from causes beyond its reasonable control such as acts of God, acts of
terrorism, fire, explosion, strikes or labor disputes, delays by vendors or manufacturers, governmental acts, staff unavailability due to illness or airline flight delay or similar causes.

10.9 Survival

The following sections of this Agreement shall survive termination thereof: 2.3, 5, 7, 8, 9.4, and 10,  and all other provisions of this Agreement which may reasonably be interpreted or construed as surviving the termination of this Agreement, shall survive the termination of this Agreement

1. From the Start menu, select Run.
2. In the Run window, type cmd or command in the Open field. Click OK.
3. At the command prompt, type: ipconfig /all, and press the Enter key on your keyboard to continue.

1. Begin by logging into your designated license server.
2. From your desktop, click the Start button & select Run
3. In the Run dialog box, type CMD. Click OK to proceed...
4. In the Command Prompt Window type: ipconfig /all. Press the Enter key on your keyboard to proceed.
5. Displayed in the Command Prompt window will be the servers' host name and physical/MAC address, for example:

Host Name: dpsrv01
Physical Address: 00-0E-72-AE-63-41