VTUBE END-USER LICENSE AGREEMENT

THE END-USER LICENSE AGREEMENT FOR VTUBE IS IMPORTANT. PLEASE READ THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT CAREFULLY BEFORE CONTINUING WITH THIS PROGRAM INSTALL: The Advanced Tubular Technologies, Inc. End-User License Agreement (“EULA”) is a legal agreement between you (either an individual or a single entity) (“Licensee” or “you”) and Advanced Tubular Technologies, Inc. for the VTube software products, including VTube-LASER, VTube-LASER Programmer, VTube-STEP, and VTube-VIEWER, which may include associated software components, media, printed materials, and “online” or electronic documentation (“SOFTWARE PRODUCT”). By installing, copying, or otherwise using the SOFTWARE PRODUCT, you agree to be bound by the terms of this EULA. This EULA, together with any applicable quotation, invoice, and Software Maintenance Agreement issued by Advanced Tubular Technologies, Inc., represents the entire agreement concerning the SOFTWARE PRODUCT between you and Advanced Tubular Technologies, Inc. It supersedes any prior proposal, representation, or understanding between the parties. If you do not agree to the terms of this EULA, do not install or use the SOFTWARE PRODUCT.

1. GRANT OF LICENSE

(a) License Grant

Subject to Licensee’s payment of all applicable fees and compliance with this EULA, Advanced Tubular Technologies, Inc. grants Licensee a perpetual, non-exclusive, non-transferable license to install and use the SOFTWARE PRODUCT in object code form solely for Licensee’s internal business purposes. Use is limited to the license type and number of licenses purchased, at the facility identified on Licensee’s quotation, purchase order, or invoice (the “Licensed Facility”). The SOFTWARE PRODUCT must be used on a computer running a validly licensed copy of a Microsoft Windows operating system supported by the SOFTWARE PRODUCT.

(b) Single-Seat License

Each license is a single-seat license. Each license permits the SOFTWARE PRODUCT to be installed and used on one (1) computer at a time, located at the Licensed Facility. Licensee shall not install or use the SOFTWARE PRODUCT on more computers, or by more simultaneous users, than the number of licenses purchased. This prohibition includes access through a network, terminal server, remote desktop, virtual machine, or similar means.

(c) License Types

The SOFTWARE PRODUCT is offered in different license types, including VTube-LASER, VTube-LASER Programmer, and VTube-STEP. Each license type enables only the features and functions associated with that type. Licensee may use only the features enabled by the license type purchased. VTube-VIEWER is provided without charge and is subject to the same terms of this EULA, except those relating to fees.

(d) License Activation and Hardware Keys

The SOFTWARE PRODUCT requires license activation, either online or by USB hardware key (“dongle”), as specified at the time of purchase. Licensee shall not circumvent, disable, modify, emulate, duplicate, or otherwise tamper with any license key, activation mechanism, or dongle, or attempt to do so. Licensee is responsible for safeguarding any dongle provided. Advanced Tubular Technologies, Inc. is not obligated to replace a lost, stolen, or destroyed dongle, and any replacement may require the purchase of a new license.

(e) Replacement Computers

Licensee may move a license to a replacement computer located at the same Licensed Facility, provided that the SOFTWARE PRODUCT is deactivated and removed from the original computer. Transfers to any other facility or location are governed by Sections 2(h), 2(i), and 2(j).

(f) Software Maintenance Agreement

The license granted in this Section 1 does not depend on maintaining a Software Maintenance Agreement (“SMA”). While an SMA is active and current, Licensee is entitled to updates, new versions, and Support Services as provided in the SMA. If the SMA expires or is not in active standing, Licensee may continue to use the most recent version of the SOFTWARE PRODUCT licensed to Licensee before expiration. Licensee is not entitled to later updates, new versions, Support Services, or license transfers under Section 2(i). Reinstatement of an expired SMA is subject to Advanced Tubular Technologies, Inc.’s then-current policies and fees.

(g) Backup Copies

Licensee may make copies of the SOFTWARE PRODUCT solely for backup and archival purposes. Backup copies may not be installed or used except to replace an installation that has been permanently removed from use.

2. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS

(a) Maintenance of Copyright Notices

You must not remove or alter any copyright notices on any and all copies of the SOFTWARE PRODUCT.
 

(b) Distribution

You may not distribute registered copies of the SOFTWARE PRODUCT to third parties. 
 

(c) Prohibition on Reverse Engineering, Decompilation, and Disassembly

Licensee will not reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, techniques, processes, algorithms, know-how, or other information from the binary code portions of the SOFTWARE PRODUCT (collectively, “Reverse Engineering”), or permit or induce any of the foregoing. If directly applicable law prohibits enforcement of this restriction, Licensee may engage in Reverse Engineering solely to obtain information necessary to achieve interoperability of independently created software with the SOFTWARE PRODUCT, or as otherwise permitted by directly applicable law, and only if: (1) Reverse Engineering is strictly necessary to obtain such information; and (2) Licensee has first requested the information from Advanced Tubular Technologies, Inc., and Advanced Tubular Technologies, Inc. has failed to make it available (for a fee or otherwise) under reasonable terms and conditions. Any information supplied to or obtained by Licensee under this section is confidential information of Advanced Tubular Technologies, Inc. Licensee shall hold that information in confidence using at least reasonable care, shall use it only for the purpose described in this section, shall not disclose it to any third party, and shall not use it to create any software substantially similar to the expression of the SOFTWARE PRODUCT. 

(d) Rental

You may not rent, lease, or lend the SOFTWARE PRODUCT.
 

(e) Support Services

Advanced Tubular Technologies, Inc. may provide you with support services related to the SOFTWARE PRODUCT ("Support Services"). Any supplemental software code provided to you as part of the Support Services shall be considered part of the SOFTWARE PRODUCT and subject to the terms and conditions of this EULA. 

(f) Compliance with Applicable Laws

You must comply with all applicable laws regarding use of the SOFTWARE PRODUCT.

(g) No Use to Develop Competing Software

Licensee shall not use the SOFTWARE PRODUCT, or any information obtained from it (including its user interface, screen layouts, workflows, features, or documentation), to design, develop, or assist in developing any software or technology that replicates the functionality or user interface of the SOFTWARE PRODUCT or competes with it. 

(h) No Transfer or Assignment

This EULA and the license rights granted herein are personal to the original licensee and are non-transferable. Licensee may not assign, transfer, delegate, sublicense, or otherwise dispose of this EULA or any rights or obligations hereunder, whether voluntarily, involuntarily, by operation of law, merger, acquisition, change of control, sale of substantially all assets, or otherwise, without the prior written consent of Advanced Tubular Technologies, Inc. Any attempted assignment or transfer in violation of this section shall be null and void and of no legal effect, and shall constitute a material breach of this EULA, entitling Advanced Tubular Technologies, Inc. to terminate the license immediately.
 

(i) No Transfer or Assignment When the SMA is Expired

The transfer of a license between facilities, divisions, or physical locations of the Licensee is not permitted while the Software Maintenance Agreement (SMA) associated with that license is expired or otherwise not in active standing. In such cases, the Licensee must purchase a new license for the additional or alternate facility or location. Advanced Tubular Technologies, Inc. will not transfer, reassign, or reissue an existing license to a different facility or location unless the SMA for that license is active and current at the time of the transfer request.
 

(j) Export Control Compliance

The SOFTWARE PRODUCT, including any updates, documentation, and technical data provided with it, is subject to the export control and sanctions laws of the United States, including the Export Administration Regulations (15 C.F.R. Parts 730–774) administered by the U.S. Department of Commerce, Bureau of Industry and Security, and the sanctions programs administered by the U.S. Department of the Treasury, Office of Foreign Assets Control. It may also be subject to the import and export laws of other countries. Licensee shall comply with all such laws and regulations.

Licensee shall not, directly or indirectly, export, re-export, or transfer (including in-country transfer) the SOFTWARE PRODUCT, or otherwise make it available or permit access to it, in any of the following cases without first obtaining every required U.S. government authorization:
(1) to any country or region subject to comprehensive U.S. embargo or sanctions;
(2) to any person or entity identified on a U.S. government restricted party list, including the Entity List, the Denied Persons List, the Military End-User List, and the Specially Designated Nationals and Blocked Persons List, or to any person or entity owned or controlled by such a party; or
(3) for any end use prohibited under U.S. law, including the design, development, production, or use of nuclear, chemical, or biological weapons or of missiles or unmanned aerial vehicles capable of delivering such weapons, or for any restricted military end use or end user.

Licensee represents that it is not located in, organized under the laws of, or ordinarily resident in any embargoed country or region, and that it is not a restricted party as described above.

Licensee shall not transfer or relocate the SOFTWARE PRODUCT, or any license to it, to a facility or location in a different country without the prior written consent of Advanced Tubular Technologies, Inc. Advanced Tubular Technologies, Inc. may withhold that consent, or make it conditional on Licensee providing end-user and end-use information. This requirement applies in addition to Sections 2(h) and 2(i).

Advanced Tubular Technologies, Inc. may suspend or terminate the license, and withhold Support Services, license keys, and updates, without liability, if it reasonably believes that continued performance would violate applicable export control or sanctions laws. Licensee shall promptly notify Advanced Tubular Technologies, Inc. of any known or suspected violation of this section. Any breach of this section is a material breach of this EULA.

3. TERM AND TERMINATION

(a) Term

This EULA takes effect when Licensee first installs, copies, or otherwise uses the SOFTWARE PRODUCT, and continues until terminated as provided in this Section 3.

(b) Termination for Breach

Advanced Tubular Technologies, Inc. may terminate this EULA and all licenses granted under it if Licensee materially breaches this EULA and fails to cure the breach within thirty (30) days after receiving written notice of it.

(c) Immediate Termination

Advanced Tubular Technologies, Inc. may terminate this EULA immediately, upon written notice and without any cure period, if any of the following occurs:
(1) Licensee breaches Section 1(d) (License Activation and Hardware Keys), Section 2(c) (Reverse Engineering), Section 2(h) (No Transfer or Assignment), or Section 2(j) (Export Control Compliance);
(2) Licensee fails to pay any amount due for the SOFTWARE PRODUCT within ten (10) days after written notice of nonpayment; or
(3) Licensee uses the SOFTWARE PRODUCT beyond the license type or number of licenses purchased.

(d) Termination by Licensee

Licensee may terminate this EULA at any time by permanently removing the SOFTWARE PRODUCT from all computers and complying with Section 3(e).

(e) Effect of Termination

Upon termination of this EULA for any reason, all of the following apply:
(1) all licenses granted under this EULA end immediately, and Licensee shall stop all use of the SOFTWARE PRODUCT;
(2) Licensee shall deactivate and permanently remove the SOFTWARE PRODUCT from all computers, and destroy all copies, including backup and archival copies;
(3) Licensee shall return any USB hardware key (dongle) to Advanced Tubular Technologies, Inc. if Advanced Tubular Technologies, Inc. requests it;
(4) within ten (10) days, Licensee shall certify in writing to Advanced Tubular Technologies, Inc. that it has complied with this Section 3(e); and
(5) Advanced Tubular Technologies, Inc. may deactivate or disable any license key associated with Licensee’s licenses.

Termination does not entitle Licensee to any refund of license fees or SMA fees, and does not relieve Licensee of any obligation to pay amounts already due.

(f) Survival

Sections 2(c), 2(g), 2(j), 3(e), 3(f), 4, 5, 6, and 7, together with any other provisions that by their nature are intended to survive, shall survive termination of this EULA.

(g) Remedies Cumulative

Termination is in addition to, and not in place of, any other rights or remedies available to Advanced Tubular Technologies, Inc. at law or in equity.

4. COPYRIGHT

All title, including but not limited to copyrights, in and to the SOFTWARE PRODUCT and any copies thereof are owned by Advanced Tubular Technologies, Inc. or its suppliers. All title and intellectual property rights in and to the content which may be accessed through use of the SOFTWARE PRODUCT is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This EULA grants you no rights to use such content. All rights not expressly granted are reserved by Advanced Tubular Technologies, Inc.

5. NO WARRANTIES

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE PRODUCT IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. ADVANCED TUBULAR TECHNOLOGIES, INC. EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, ACCURACY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

ADVANCED TUBULAR TECHNOLOGIES, INC. DOES NOT WARRANT THAT THE SOFTWARE PRODUCT WILL MEET LICENSEE’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION OR ERROR, OR BE COMPATIBLE WITH ANY PARTICULAR HARDWARE, MEASURING DEVICE, BENDING MACHINE, OR SOFTWARE. ADVANCED TUBULAR TECHNOLOGIES, INC. DOES NOT WARRANT OR ASSUME RESPONSIBILITY FOR THE ACCURACY OR COMPLETENESS OF ANY INFORMATION, TEXT, GRAPHICS, LINKS, OR OTHER ITEMS CONTAINED WITHIN THE SOFTWARE PRODUCT. IT MAKES NO WARRANTIES REGARDING ANY HARM THAT MAY BE CAUSED BY THE TRANSMISSION OF A COMPUTER VIRUS, WORM, TIME BOMB, LOGIC BOMB, OR OTHER SUCH COMPUTER PROGRAM.

RESPONSIBILITY FOR MEASUREMENT RESULTS: LICENSEE ACKNOWLEDGES THAT THE ACCURACY OF ANY MEASUREMENT, CALCULATION, CORRECTION, OR OTHER RESULT PRODUCED WITH THE SOFTWARE PRODUCT DEPENDS ON FACTORS OUTSIDE THE CONTROL OF ADVANCED TUBULAR TECHNOLOGIES, INC. THESE FACTORS INCLUDE THE CALIBRATION AND CONDITION OF MEASURING DEVICES, OPERATOR TECHNIQUE, INPUT DATA, AND MACHINE SETUP. LICENSEE IS SOLELY RESPONSIBLE FOR VERIFYING ALL RESULTS BEFORE RELYING ON THEM, FOR MAINTAINING THE CALIBRATION OF ITS EQUIPMENT, AND FOR CONFIRMING THAT ANY PART PRODUCED OR INSPECTED MEETS ITS APPLICABLE SPECIFICATIONS AND REQUIREMENTS.

ANY WARRANTY OR REMEDY EXPRESSLY STATED IN A WRITTEN AGREEMENT SIGNED BY ADVANCED TUBULAR TECHNOLOGIES, INC., OR IN AN ACTIVE SOFTWARE MAINTENANCE AGREEMENT, IS LICENSEE’S SOLE AND EXCLUSIVE WARRANTY AND REMEDY.

6. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ADVANCED TUBULAR TECHNOLOGIES, INC. OR ITS SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES. THIS INCLUDES, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOST REVENUE, BUSINESS INTERRUPTION, LOSS OR CORRUPTION OF DATA, SCRAPPED OR REWORKED PARTS, PRODUCTION DELAYS, RECALLS, OR COST OF SUBSTITUTE GOODS OR SERVICES. THIS EXCLUSION APPLIES TO DAMAGES ARISING OUT OF OR RELATING TO THIS EULA OR THE USE OF OR INABILITY TO USE THE SOFTWARE PRODUCT, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY, EVEN IF ADVANCED TUBULAR TECHNOLOGIES, INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ADVANCED TUBULAR TECHNOLOGIES, INC. SHALL HAVE NO LIABILITY WITH RESPECT TO THE CONTENT OF THE SOFTWARE PRODUCT OR ANY PART OF IT. THIS INCLUDES, BUT IS NOT LIMITED TO, ERRORS OR OMISSIONS, LIBEL, INFRINGEMENT OF RIGHTS OF PUBLICITY, PRIVACY, TRADEMARK RIGHTS, OR MORAL RIGHTS, LOSS OF PRIVACY, OR THE DISCLOSURE OF CONFIDENTIAL INFORMATION.

IN NO EVENT SHALL THE TOTAL CUMULATIVE LIABILITY OF ADVANCED TUBULAR TECHNOLOGIES, INC. AND ITS SUPPLIERS FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS EULA OR THE SOFTWARE PRODUCT EXCEED THE GREATER OF (1) THE AMOUNT ACTUALLY PAID BY LICENSEE TO ADVANCED TUBULAR TECHNOLOGIES, INC. FOR THE LICENSE OF THE SOFTWARE PRODUCT GIVING RISE TO THE CLAIM, OR (2) ONE HUNDRED U.S. DOLLARS (US$100.00).

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES OR DAMAGES, INCLUDING LIABILITY FOR PERSONAL INJURY CAUSED BY NEGLIGENCE. IN SUCH JURISDICTIONS, THE EXCLUSIONS AND LIMITATIONS ABOVE APPLY ONLY TO THE EXTENT PERMITTED BY LAW. LICENSEE ACKNOWLEDGES THAT THE FEES FOR THE SOFTWARE PRODUCT REFLECT THE ALLOCATION OF RISK IN THIS EULA AND THAT THESE LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.

7. GOVERNING LAW AND JURISDICTION

This EULA shall be governed by and construed in accordance with the laws of the State of Michigan, United States of America, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this EULA or to the SOFTWARE PRODUCT.

Any action or proceeding arising out of or relating to this EULA or the SOFTWARE PRODUCT shall be brought exclusively in the state courts located in Oakland County, Michigan, or in the United States District Court for the Eastern District of Michigan. Licensee irrevocably consents to the personal jurisdiction of and venue in those courts and waives any objection based on inconvenient forum.

Notwithstanding the foregoing, Advanced Tubular Technologies, Inc. may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or to prevent a violation of Section 2(j).

This EULA is written in English. If it is translated into any other language, the English version shall control.

8. GENERAL PROVISIONS

(a) Severability

If any provision of this EULA is held invalid, illegal, or unenforceable in any jurisdiction, that provision shall be enforced to the maximum extent permissible, and the remaining provisions shall remain in full force and effect.

(b) No Waiver

No failure or delay by Advanced Tubular Technologies, Inc. in exercising any right under this EULA shall operate as a waiver of that right. No waiver shall be effective unless made in writing and signed by an authorized representative of Advanced Tubular Technologies, Inc.

(c) Assignment by Advanced Tubular Technologies, Inc.

Advanced Tubular Technologies, Inc. may assign or transfer this EULA, in whole or in part, without Licensee’s consent. This includes assignment to an affiliate or in connection with a merger, acquisition, reorganization, or sale of all or part of its business or assets. This EULA binds and benefits the parties and their permitted successors and assigns.

(d) Third-Party Components

The SOFTWARE PRODUCT may include software components licensed from third parties. Those components are subject to their own license terms, which are provided with the SOFTWARE PRODUCT or made available by Advanced Tubular Technologies, Inc. on request. Where those terms grant Licensee rights that this EULA does not, or where they require notices or other actions, they control solely with respect to those components.

(e) License Verification

On fifteen (15) days’ written notice, and no more than once in any twelve-month period, Advanced Tubular Technologies, Inc. may require Licensee to certify in writing the number, location, and license type of all installations of the SOFTWARE PRODUCT. Advanced Tubular Technologies, Inc. may also verify that certification, during normal business hours and in a manner that does not unreasonably interfere with Licensee’s operations. If any verification reveals use beyond the licenses purchased, Licensee shall promptly purchase the additional licenses required at Advanced Tubular Technologies, Inc.’s then-current list prices.

(f) License Activation Data

The SOFTWARE PRODUCT may collect and transmit to Advanced Tubular Technologies, Inc. technical information needed for license activation and verification, such as computer identifiers, license identifiers, and software version. Advanced Tubular Technologies, Inc. uses this information to administer licenses, provide Support Services, and enforce this EULA, and does not sell it.

(g) U.S. Government End Users

The SOFTWARE PRODUCT is “commercial computer software” and its documentation is “commercial computer software documentation,” as those terms are used in 48 C.F.R. 2.101, 12.212, and 227.7202. U.S. Government end users acquire the SOFTWARE PRODUCT only with the rights set forth in this EULA, consistent with 48 C.F.R. 12.212 and 227.7202-1 through 227.7202-4.

(h) Updates to this EULA

Updates and new versions of the SOFTWARE PRODUCT may be accompanied by a revised EULA. Installing or using an update or new version constitutes acceptance of the EULA that accompanies it.

(i) Notices

Notices to Advanced Tubular Technologies, Inc. under this EULA must be in writing and sent to [address / email]. Notices to Licensee may be sent to the address or email on file in Licensee’s account or most recent order.

(j) Headings

Section headings are for convenience only and do not affect the interpretation of this EULA.