Intergraph Corporation Software License Agreement Intergraph SmartSketch(R) Copyright © 1999 Intergraph Corporation All Rights Reserved ______________________________________________________________________ You should carefully read this Software License Agreement ("Agreement") before downloading, opening, loading, or operating the online copy of the computer program and related documentation ("Software"). The Software can only be downloaded, installed, loaded, and operated in accordance with the terms and conditions of this Agreement. Except as may otherwise be prohibited, opening, loading, or operating the Software indicates your acceptance of this Agreement, and your agreement to use the Software in accordance with the following terms and conditions. The Software is a proprietary product of Intergraph Corporation and relevant third parties, and is protected by copyright law and international treaty. Any loading, use, or operation of the Software, other than as specified herein, is unauthorized and in violation of applicable copyright law and international treaty. In consideration of the above and the terms and conditions set forth below, it is agreed as follows: The terms of this Agreement, and the rights granted hereunder, shall commence with the acceptance hereof and the installation of the Software by you onto your computer, and end upon the removal of the Software from your computer. However, this Agreement shall terminate immediately upon (i) your failure to comply with any term or condition of this Agreement, (ii) any unauthorized transfer of possession of the Software or any copy, derivative corporation thereof, (iii) circumvention of the Software protection device, if any exists, or this Agreement, or (iv) deactivation or destruction of the Software. Upon termination of this Agreement, you agree to return to Intergraph, or destroy, all copies of the Software and any related documentation. License a. Single-use software Single-use software is designated by SU in the product description. Each license for SU software permits a single copy to be stored on hard disk and loaded for execution on a single designated type of workstation and operating system. It is the responsibility of the licensee to assure that SU software is not moved to a second workstation until it has been completely removed from the first workstation. b. Home use If SU software is permanently stored on the hard disk of a workstation and one person uses that workstation more than 80% of the time it is in use, then that person may also use the software either on a portable computer or on a home computer. c. Upgrade or update If this software is purchased as an upgrade or provided as an update to a previous version of licensed software, this software may be used only to replace the previous version, and no additional license is granted. This software and the previous version may not be separately used or transferred to a third party. You may: 1. Copy this program into any machine readable or printed form for backup purposes in support of your licensed use of the program. 2. Modify this program and/or merge it into another program for licensed use (any portion of this program merged into another program will continue to be subject to the terms and conditions of this Agreement). 3. Transfer this program and license to another party if the other party agrees to accept the terms of this Agreement. If you transfer this program, you must at the same time either transfer all copies, modifications, or merged portions, in whatever form, to the same party, or destroy those not transferred. You must reproduce and include the copyright notice on any copy, modification, or portion of this program merged into another program. You may not: Decompile, disassemble, or otherwise reverse engineer this program. You may not use, copy, modify, or transfer this program, or any copy, modification, or merged portion, in whole or in part, except as expressly provided for in this Agreement. If you do transfer possession of any copy, modification, or merged portion of the program to another party except as expressly provided, your license is automatically terminated. Documentation Intergraph's standard U.S. documentation delivery policy for Windows, Windows NT, and MS-DOS software products is to provide one standard documentation set free per license for each copy of the software purchased, except for licenses with which no product- specific documentation is provided. Intergraph reserves the right to deliver documentation in an online format. You have the right to print online documentation as needed for your internal purposes. These policies may vary outside the United States. Check with your local Intergraph office for details. Term The terms of this Agreement, and the rights granted hereunder, shall commence with the acceptance hereof and the installation of the Software by you onto your computer. The license is effective until terminated. You may terminate it at any time by destroying this program together with all copies, modifications, and merged portions in any form. It will also terminate upon conditions set forth elsewhere in this Agreement or if you fail to comply with any term or condition of this Agreement, or if you fail to pay the appropriate license fee(s). You agree upon termination to destroy this program together with all copies, modifications, and merged portions in any form. Warranties Intergraph warrants for a period of thirty (30) days from the date of shipment that, under normal use, software delivery media will be free of defects in material and workmanship. You acknowledge and agree that Intergraph will satisfy this warranty if it corrects errors which appear in this program or in the user manuals, reported to Intergraph during the warranty period. INTERGRAPH DOES NOT WARRANT THAT ANY INTERGRAPH PRODUCT WILL MEET YOUR REQUIREMENTS, AND UNDER NO CIRCUMSTANCES DOES INTERGRAPH WARRANT THAT ANY INTERGRAPH PRODUCT WILL OPERATE UNINTERRUPTED OR ERROR FREE. Intergraph warrants and represents that it has the right to grant this license. The foregoing warranties are void if failure of a warranted item results, directly or indirectly, from an unauthorized modification to a warranted item; an unauthorized attempt to repair a warranted item; or misuse of a warranted item, including without limitation use of warranted item under abnormal operating conditions or without routinely maintaining a warranted item. You agree to promptly notify Intergraph of any suspected defects in software delivery media or this program. THE FOREGOING WARRANTIES ARE GIVEN IN LIEU OF ALL OTHER WARRANTIES. INTERGRAPH MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SOFTWARE, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. YOU ACCEPT THE PRODUCT IN AN "AS IS" CONDITION. IN NO EVENT WILL INTERGRAPH BE LIABLE FOR ANY DAMAGES, INCLUDING BUT NOT LIMITED TO ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SOFTWARE. Remedies Intergraph's entire liability and your exclusive remedy shall be, in Intergraph's sole and absolute discretion, either (i) the repair or replacement of any warranted item which does not meet the respective warranties given above, or (ii) a refund of the purchase price of the warranted item. The above warranties and limitations give you specific legal rights, and you may also have other rights which vary from jurisdiction to jurisdiction. Certain limitations set forth in this section may not apply in some jurisdictions. Limitation of Damages In no event will Intergraph be liable to you for any damages, including but not limited to any incidental, special, or consequential damages, arising out of or in connection with the use or inability to use this program or software delivery media. Except as otherwise provided by applicable law, no claim, regardless of form, arising out of or in connection with this Agreement may be brought by you more than two (2) years after the cause of action has accrued. General If this program is acquired directly or indirectly on behalf of a unit or agency of the United States Government, this provision applies. For civilian agencies: This program was developed at private expense and is "restricted computer software" submitted with restricted rights in accordance with subparagraphs (a) through (d) of the Commercial Computer Software - Restricted Rights clause at 52.227-19 of the Federal Acquisition Regulations ("FAR") and its successors, and is unpublished and all rights are reserved under the copyright laws of the United States. For units of the Department of Defense ("DoD"): This program is licensed only with "Restricted Rights" as that term is defined in the DoD Supplement to the FAR, clause 252.227-7013(c)(1) (ii), Rights in Technical Data and Computer Software and its successors, and use, duplication or disclosure is subject to the restrictions set forth therein. Any attempt to sublicense, assign, or transfer the license or the program except as expressly provided in this Agreement is void. If any provision of this Agreement is held unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall remain in full force and effect. This Agreement will be governed by the laws of the State of Alabama. Jurisdiction and venue for any dispute arising from this Agreement or relating to the Software shall be in the United States District Court for the Northern District of Alabama, Northeastern Division, or the Circuit Court for Madison County, Alabama. Should you have any questions concerning this Agreement, you may contact your local Intergraph office or Intergraph Corporation by calling 1-800-345-4856 or writing Intergraph Corporation, Huntsville, AL 35894-0001. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT. Support Services Intergraph will provide Complimentary Service during the warranty period. Complimentary Service will be limited to telephone support for bug reports, installation, and basic operation, excluding customization. To use Complimentary Service, call Intergraph's customer service hotline: 1-800-633-7248. Intergraph will accept customer reports of problems found, but after the warranty period you will be required to purchase updated or corrected software. If you obtained this program from an authorized dealer you should contact the dealer for support. Updates Upgrades, when and as available, will be provided at a separate charge. In order to receive notices of updates and enhancements, you must complete and return the enclosed registration form. Intergraph is a registered trademark and Intergraph SmartSketch is a trademark of Intergraph Corporation. Other brands and product names are trademarks of their respective owners.