User Licence Agreement

This End User License Agreement (the “Agreement”) is a binding, contractual agreement between you (“Licensee”) and Mosaic Manufacturing Ltd. ("Mosaic").  This Agreement applies solely to Licensee’s use of the software and documentation with which the Agreement is provided (the “Software”), including all versions of, and enhancements and modifications to, the Software. By installing or using the Software, Licensee is indicating Licensee’s acceptance of, and agreement with, all of the terms and conditions of this Agreement.

1.  LICENSE.  Upon Licensee’s acceptance of the terms and conditions of this Agreement and the payment of all fees due to Mosaic, Mosaic will grant to Licensee a personal, non-exclusive, non-assignable, non-transferable, limited license to use the Software, in object code form only, on one machine (central processing unit) until the date the limited license terminates pursuant to Section 8 of this Agreement. 

2.  RESTRICTIONS.  Licensee may not use, copy, modify, download, distribute or transfer the Software or any component of the Software, in whole or in part, except as expressly provided in this Agreement.  Licensee may not reverse engineer, disassemble, decompile, decrypt, or translate the Software, attempt to derive the source code of the Software, create any derivative work from the Software or authorize or assist any third party to do any of the foregoing.  Licensee may not rent, lease, sublicense, loan, resell for profit or distribute the Software, or any part thereof.  Licensee may not remove or alter any proprietary notice or legend regarding Mosaic’s proprietary rights in the Software.  Licensee agrees to take all reasonable precautions to secure the Software from distribution to any third party. Licensee shall use the software only to support its own activities and shall not use the Software for the benefit of third parties, make the Software available to third parties on a networked machine or otherwise permit third parties to use the Software.

3.  OWNERSHIP.  The Software is licensed, not sold to Licensee. The Software is the property of Mosaic and Mosaic retains all right, title and interest in and to the Software, including any intellectual property rights regarding trademarks, service marks and trade secrets, as well as any rights in copyrighted or patented materials provided to Licensee as part of the Software.  Except for the limited license granted to Licensee in this Agreement, Licensee obtains no rights to the Software and Mosaic reserves all rights not expressly granted to Licensee. Nothing in this Agreement shall be construed so as to permit Licensee to use any name, trademark or logo of Mosaic..

4.  DISCLAIMER.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE IS PROVIDED “AS IS” WITHOUT ANY REPRESENTATIONS, CONDITIONS OR WARRANTIES WHATSOEVER. THE ENTIRE RISK ASSOCIATED WITH THE USE OF THE SOFTWARE RESIDES WITH LICENSEE. Mosaic EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS, CONDITIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, NON-INTERFERENCE AND QUIET ENJOYMENT, SYSTEM INTEGRATION, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND DATA ACCURACY.

5.  LIMITATION OF LIABILITY.  IN NO EVENT SHALL MOSAIC OR ANY OF ITS LICENSORS, AGENTS OR REPRESENTATIVES BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR LOSS OF GOODWILL OR LOST PROFITS OR LOST OPPORTUNITIES IN ANY WAY RELATING TO THIS AGREEMENT OR RESULTING FROM THE USE OF OR INABILITY TO USE THE SOFTWARE OR THE PERFORMANCE OR NON-PERFORMANCE OF ANY HARDWARE, THIRD-PARTY SOFTWARE OR SERVICES, INCLUDING THE FAILURE OF ESSENTIAL PURPOSE, EVEN IF Mosaic HAS BEEN NOTIFIED OF, OR REASONABLY COULD HAVE FORESEEN, THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES OCCURRING, AND REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, PRODUCTS LIABILITY OR OTHERWISE.  IN NO EVENT WILL Mosaic’ LIABILITY FOR ANY DAMAGES TO LICENSEE OR ANY THIRD PARTY EVER EXCEED FIFTY DOLLARS (U.S. $50.00) REGARDLESS OF THE FORM OF ACTION, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, PRODUCTS LIABILITY OR OTHERWISE.  BOTH Mosaic AND LICENSEE acknowledge and agree that the disclaimers, exclusions and limitations of liability set forth in SectionS 4 and 5 OF THIS AGREEMENT form an essential basis of this Agreement, and that, absent any of such disclaimers, exclusions or limitations of liability, the terms of this Agreement would be substantially different.

6.  CONFIDENTIALITY.  Licensee shall safeguard, protect, respect, and maintain as confidential the Software, the underlying computer code to which Licensee may obtain or receive access, the functional or technical design, logic, or other internal routines or workings of the Software.

7.  NO DUTY TO CORRECT ERRORS.  Licensee acknowledges and agrees that Mosaic has no obligation under this Agreement to correct any defects or errors in the Software, regardless of whether Licensee informs Mosaic of such defects or errors or Mosaic otherwise is, or becomes aware of, such defects or errors.  To the extent Mosaic provides Licensee with any updates or upgrades to the Software such updates and upgrades shall be deemed to constitute part of the Software and shall be subject to all terms and provisions set forth in this Agreement, including, without limitation, terms and provisions related to licenses, use restrictions, ownership and distribution of the Software.

8.  TERMINATION.  This Agreement will terminate immediately without notice to Licensee if Licensee fails to comply with any provision of this Agreement.  Either party shall be entitled to terminate this Agreement without cause upon written notice to the other party.  Upon termination, all rights granted to Licensee under this Agreement will immediately cease, Licensee may not thereafter install or use the Software, and Licensee must delete or destroy all copies of the Software in Licensee’s possession. In the event of a termination of this Agreement for any reason by either party, Licensee shall have no right to claim a refund for any sums paid by Licensee to Mosaic. From and after the termination of this Agreement for any reason by either party, Licensee shall not use the Software for any purpose whatsoever.

9.  ENTIRE AGREEMENT.  This Agreement constitutes the entire agreement between the parties respecting the subject matter hereof, and supersedes all previous proposals, negotiations, representations, warranties, commitments, writings and communications between parties. The terms of this Agreement shall prevail notwithstanding any variance with the terms of any purchase order or any other document submitted by Licensee. This Agreement may be amended only through a written document signed by Mosaic and Licensee.

10.  GENERAL PROVISIONS.  This Agreement will be governed by and interpreted in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein, without giving effect to any conflict of laws rules. The courts of the Province of Ontario will have exclusive jurisdiction in respect of any action or other legal proceeding based on any provision of this Agreement and Licensee hereby irrevocably attorns to the exclusive jurisdiction of those courts. Licensee acknowledges that Mosaic will have the right to seek an injunction if necessary to prevent a breach of Licensee’s obligations hereunder.  If any provision of this Agreement is held to be unenforceable, that provision will be disregarded for purposes of the dispute or other circumstance giving rise to such finding, and the remaining provisions will remain in full force.  In the event that Mosaic prevails in any proceeding or lawsuit brought by either party in connection with this Agreement, Mosaic will be entitled to receive its costs, expert witness fees and reasonable attorney’s fees, including costs and fees on appeal.  The failure of Mosaic to require Licensee’s performance of any provision in this Agreement shall not affect Mosaic’ full right to require such performance at any time thereafter; nor shall the waiver by Mosaic of any breach of any provision of this Agreement be taken or held to be a waiver of the provision itself.  Licensee may not assign or delegate any of Licensee’s rights or obligations under this Agreement.  Any attempted or purported assignment by Licensee of Licensee’s rights or obligations under this Agreement shall be null and void.  This Agreement is the complete and exclusive statement of the agreement between Mosaic and Licensee, which supersedes any proposal or prior agreement, oral or written, and any other communications between the parties in relation to the subject matter of this Agreement.

By using the Software you agree to these terms and conditions.

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