REVISED DRAFT – 1/26/16
Stratasys FDM® End User License Agreement
PLEASE READ THIS LICENSE CAREFULLY.  BY DOWNLOADING OR USING ALL OR ANY PORTION OF THIS SOFTWARE ("SOFTWARE") YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS LICENSE,  AND AGREE THAT USE OF THE SOFTWARE IS CONTINGENT ON ACCEPTANCE OF ALL LICENSE TERMS, AND THAT THIS LICENSE IS FULLY ENFORCEABLE AGAINST YOU AND ANY OTHER INDIVIDUAL OR LEGAL ENTITY THAT USES THE SOFTWARE (collectively “You”, or “User”). 

Stratasys owns all copyrights and other Software intellectual property rights. Stratasys grants you the limited User license and right to use the Software only in accordance with the terms of this End User License Agreement (“License”). Use of any third party materials included in the Software may be subject to other terms and conditions typically found in a separate license agreement or "Read Me" file located near such materials

1.	Definitions. "Software" means Stratasys’ proprietary software licensed hereunder for the operation of a Bundled 3D Printer, and contained in the files, disk(s), flash drive, or other media with which this License is provided, including, but not limited to: (i) Stratasys Insight™, Catalyst™, or Print Wizard™ software, and authorized add-ons to such software, if any; (ii) related explanatory written materials or files ("Documentation"); and (iii) upgrades, modified versions, updates, additions, and copies of  said Stratasys proprietary software, if any, licensed to you by Stratasys (collectively, "Updates").  “Software” does not include any third party materials that are provided together with (but not included in) the Software.   “Bundled 3D Printer” means a 3D printer, modeler, production system, or the like for creating objects by additive manufacturing techniques that is sold, offered for sale, leased or consigned together with the Software by Stratasys and/or its suppliers.  "Computer" means an electronic device that accepts information in digital or similar form and manipulates it for a specific result based on a sequence of instructions. “Stratasys " means Stratasys, Inc., a Delaware corporation, 7665 Commerce Way, Eden Prairie, Minnesota 55344, as well as its parent companies, subsidiaries and other affiliated entities under common ownership.  

2.	Software License & Restrictions. Subject to User’s compliance with all restrictions, terms and conditions herein, and as long as User has made any and all required payments for this license and any associated equipment, and continues to comply with the terms of this License:
2.1	License Grant.  Stratasys grants User a personal, non-exclusive, revocable, non-sublicensable limited license to download, access and use the Software solely with a Bundled 3D Printer and/or for preparing 3D part data files for printing on a Bundled 3D Printer. 
2.2	General Use. User may install copies of the Software on any compatible computer within User’s internal network, including portable devices, for the sole and exclusive purpose of using the Software within User’s internal business operations in connection with a Bundled 3D printer. Unless otherwise expressly permitted hereunder or via prior written consent from Stratasys, no other server or network use of the Software is permitted, including but not limited to internet or web hosting services.
2.3	Backup Copy. User may make one backup copy of the Software.  
2.4	No Modification. User shall not modify, adapt or translate the Software; customize or extend the functionality of the installer for the Software; or create a new installer for the Software. The Software is licensed and distributed by Stratasys for viewing and processing 3D part data files (e.g., STL files) on the Bundled 3D Printer, editing the build tray, and communicating and transferring files between the Software and other Stratasys products.  User is not authorized to integrate or use the Software with any other software, plug-in or enhancement which uses or relies upon the Software when converting or transforming 3D part data  files into other file formats (e.g., a STL file into a CMB file), except as may be pre-authorized in writing by Stratasys. User is not authorized to integrate or use the Software with any (a) plug-in software not developed in accordance with this License or (b) other software or enhancement to programmatically interface with the Software for any other purpose.

3.	Intellectual Property Ownership, Notices, Copyright Protection.  The Software and any copies that you make are owned by and remain the intellectual property of Stratasys.  Any copy of the Software that you make must contain the same copyright and other proprietary notices that appear on or in the Software.  The structure, organization and code of the Software are the valuable trade secrets and confidential information of Stratasys, and protected by applicable law, including without limitation the copyright laws of the United States and other countries, and by international treaty provisions. Except as expressly granted herein, this License does not grant you any intellectual property rights in the Software, and all rights not expressly granted are reserved by Stratasys. 

4.	Additional Restrictions.
4.1	Updates.  If the Software is an Update to a previous version of the Software, your grant of the License is subject to your possession of a then-current limited warranty or post-warranty Stratasys maintenance agreement, unless possession of the Update is otherwise explicitly authorized in writing by Stratasys.  All User further acknowledges that any obligation Stratasys may have to support the previous versions of the Software terminate upon availability of the Update, and whether or not User acquires and installs such Update.
4.2	No Reverse Engineering. User shall not reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software, except if and to the extent decompilation is permitted under applicable law. 
4.3	Transfer. User may transfer all License rights to use the Software to another person or legal entity provided that: (a) you also transfer (i) the Bundler 3D Printer, (ii) this License, and (iii) the Software and all other software bundled or pre-installed with the Bundled 3D Printer, including all copies, Updates and prior versions, to such person or entity; (b) User retains no copies, including backups and copies stored on a computer; (c) User or the proposed transferee have provided Stratasys with the relevant information regarding the proposed transferee and paid the then-current Software license transfer fee; and (d) the proposed transferee accepts in writing all terms and conditions of this License and any other terms and conditions upon which you legally acquired this License. Notwithstanding the foregoing, User may not transfer any education, pre-release/Beta, experimental or other not-for-resale versions of the Software.
4.4	Restricted Access Acknowledgement. User acknowledges that (a) the Software may contain license keys or other programming routines capable of and intended to restrict its use to a particular computer, User, and/or printable consumable materials; and/or prohibiting use of the Software after the date on which User is no longer authorized to use the Software; and (b) the Software may also contain certain embedded restricted-access programming routines, which are expressly excluded from access and use rights granted in this License, and may only be acquired and activated by rights granted by Stratasys or its authorized resellers, typically by providing a license key or password upon such acquisition, and that (c) any unauthorized access or use of such routines by User without consent and authorization of Stratasys is a material breach of this License.

5.	Term & Termination. Stratasys may terminate this Agreement and License without prior notice for nonpayment of amounts due or any uncured breaches of this License, including but not limited to de-activation of a license key or password.  Upon termination, Licensee will, within ten (10) working days, return all distribution media (e.g., disk, flash drive), documentation, and materials related to Software.  Furthermore, Licensee will, within ten (10) working days, remove all copies of Software from any computer and/or backup media.  Upon termination for violation of provisions of this License, Licensee will be responsible for Stratasys’ enforcement costs, including its reasonably attorney’s fees and expenses.

6.	Third Party Web Site Access.  The Software may allow you to access third party web sites ("Third Party Sites"). User access to and use of any Third Party Sites, including any goods, services or information made available from such sites, is governed by the terms and conditions found at each Third Party Site, if any. Third Party Sites are not owned or operated by Stratasys. USE OF THE SOFTWARE TO ACCESS THIRD PARTY SITES IS ENTIRELY AT YOUR OWN RISK. STRATASYS MAKES NO WARRANTIES, CONDITIONS, INDEMNITIES, REPRESENTATIONS OR TERMS, EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE AS TO ANY OTHER MATTERS, INCLUDING, BUT NOT LIMITED TO, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, TITLE, INTEGRATION, ACCURACY, SECURITY, AVAILABILITY, SATISFACTORY QUALITY, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO ANY THIRD PARTY SITES.

7.	NO WARRANTIES.  The Software is being delivered to you "AS IS" and Stratasys makes no warranty as to its use or performance. STRATASYS AND ITS SUPPLIERS DO NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY SELECT AND OBTAIN BY USING THE SOFTWARE OR FOR ANY DESIGNS YOU MAY UPLOAD FOR THE CREATION OF 3D PARTS USING THE BUNDLED 3D PRINTER. EXCEPT FOR ANY WARRANTY, CONDITION, REPRESENTATION OR TERM TO THE EXTENT TO WHICH THE SAME CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW, STRATASYS AND ITS SUPPLIERS MAKE NO WARRANTIES CONDITIONS, REPRESENTATIONS, OR TERMS (EXPRESS OR IMPLIED WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE) AS TO ANY MATTER, INCLUDING WITHOUT LIMITATION NONINFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, INTEGRATION, SATISFACTORY QUALITY, OR FITNESS FOR ANY PARTICULAR PURPOSE. The provisions of Section 7 and Section 8 shall survive the termination of this License, howsoever caused, but this shall not imply or create any continued right to use the Software after termination of this License. Users who reside or use the Software in Germany or Austria are subject to the special warranty provisions identified below.

8.	LIMITATION OF LIABILITY. IN NO EVENT WILL STRATASYS OR ITS SUPPLIERS BE LIABLE TO USER FOR ANY DAMAGES, CLAIMS OR COSTS WHATSOEVER, OR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL DAMAGES, OR ANY LOST PROFITS OR LOST SAVINGS, EVEN IF A STRATASYS REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS OR COSTS OR FOR ANY CLAIM BY ANY THIRD PARTY. THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW. STRATASYS’ AGGREGATE LIABILITY AND THAT OF ITS SUPPLIERS UNDER OR IN CONNECTION WITH THIS LICENSE SHALL BE LIMITED TO THE APPLICABLE SOFTWARE LICENSE FEE, IF ANY, OR $500.00 USD, WHICHEVER IS GREATER.  Nothing contained in this License limits Stratasys’ liability to you in the event of death or personal injury resulting from Stratasys’ gross negligence or for the tort of deceit (fraud) Stratasys is acting for itself and on behalf of its suppliers for the purpose of disclaiming, excluding and/or limiting obligations, warranties and liability as provided in this License, but in no other respects and for no other purpose. User acknowledges that the limitations and exclusions in this License are necessary and reasonable provisions, and that the Software would not be licensed by Stratasys and its suppliers, or would be licensed at significantly higher rates, in the absence of such limitations and exclusions. 

9.	User Indemnification.  User agrees to indemnify, defend, reimburse and hold harmless Stratasys, its parent companies, subsidiaries and other affiliated entities under common ownership and their respective officers, directors, shareholders, employees, consultants and agents from and against any and all claims, liabilities, damages, losses, costs and expenses (including reasonable attorney’s fees) arising out of or relating in any way to: (a) User’s use of the Software; (b) User’s violation of this License; and (c) any action, proceeding or claim asserted against any of the foregoing based upon an allegation that a Computer Aided Design or other file processed by the Software or an object created using the Software infringes any patent, copyright, trademark right or other legal right of any third party.

10.	Export Rules. User agrees that the Software cannot and will not be shipped, transferred or exported (with or separate from the Bundled 3D Printer) into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations (collectively the "Export Laws"). In addition, if the Software is identified as export controlled items under the Export Laws, you represent and warrant that you are not a citizen, or otherwise located within, an embargoed nation (including without limitation Iran, Iraq, Syria, Sudan, Libya, Cuba, North Korea, Rwanda, and Serbia) and that User is not otherwise prohibited under the Export Laws from receiving or using the Software. All rights to use the Software are subject to immediate and full forfeiture for failure to comply with the terms of this License.

11.	Governing Law. This License will be governed by and construed in accordance with the substantive internal laws in force in the State of Minnesota, without regard to applicable conflicts of law principles.  This License is not governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which are expressly excluded.

12.	General Provisions. If any part of this License is found void and unenforceable by a court of competent jurisdiction, it will not affect the validity of the balance of this License, which shall remain valid and enforceable according to its terms. This License shall not prejudice the statutory rights of any party dealing as a consumer. This License may only be modified or waived by a writing signed by an authorized officer of Stratasys.  Updates may be licensed to you by Stratasys with additional or different terms. This License is the entire agreement between Stratasys and you relating to the Software, and it supersedes any prior representations, discussions, undertakings, correspondence, documents or other communications or advertising relating to the Software.

13.	Notice to U.S. Government End Users. The Software and Documentation are "Commercial Items," as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation," as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States. Stratasys Incorporated, 7665 Commerce Way, Eden Prairie, MN 55344-2080, USA. For U.S. Government End Users, Stratasys agrees to comply with all applicable equal opportunity laws including, if appropriate, the provisions of Executive Order 11246, as amended, Section 402 of the Vietnam Era Veterans Readjustment Assistance Act of 1974 (38 USC 4212), and Section 503 of the Rehabilitation Act of 1973, as amended, and the regulations at 41 CFR Parts 60-1 through 60-60, 60-250, and 60-741. The affirmative action clause and regulations contained in the preceding sentence shall be incorporated by reference in this License.

14.	Compliance with Licenses. Upon request from Stratasys or its authorized representative, User will within thirty (30) days fully document and certify that all Software use at the time of the request is in conformity with this License.

15.	Automated Services. The Software allows for periodic automated connections between the Bundled 3D Printer and/or your computer(s) and Stratasys’ servers, to enable you to receive and download Updates; to maintain, improve and enhance Software use; to evaluate additional information, features, functionality and potential future offerings related to the Software and your system; and to monitor and enforce authorized Software use. When these connections are opened, Stratasys may also collect and aggregate certain data regarding your computer(s), specific configurations, web usage and system operations performed since the last connection, but will not gather or retain any specific personally identifiable information on individual operations, other than your IP Address, which is considered to be “personally identifiable information” in certain jurisdictions. 

For more information regarding this automated feature, or to disconnect and reconfigure the Software to prevent automated connections, please contact Stratasys Customer Service (support@stratasys.com). 

16.	Specific Software Exceptions. 
16.1	Limited Warranty for Users Residing in Germany or Austria. If you obtained the Software in Germany or Austria, and you usually reside in such country, then Section 7 does not apply. Instead, Stratasys warrants that the Software provides the functionalities set forth in the Documentation (the "agreed upon functionalities") for the limited warranty period following receipt of the Software when used on the recommended hardware configuration. As used in this Section, "limited warranty period" means two (2) years if you are a consumer using the Software for noncommercial personal use, and one (1) year for all other users. Non-substantial variation from the agreed upon functionalities shall not be considered and does not establish any warranty rights. 

THIS LIMITED WARRANTY DOES NOT APPLY TO SOFTWARE PROVIDED TO YOU FREE OF CHARGE, FOR EXAMPLE, UPDATES, PRE-RELEASE, TRYOUT, PRODUCT SAMPLER, NOT FOR RESALE (NFR) COPIES OF SOFTWARE, OR TO ANY SOFTWARE THAT HAS BEEN ALTERED BY USER, TO THE EXTENT SUCH ALTERATIONS CAUSED A DEFECT. To make a warranty claim, during the limited warranty period you must return, at our expense, the Software and proof of purchase to the location where you obtained it. If the functionalities of the Software vary substantially from the agreed upon functionalities, Stratasys is entitled -- by way of re-performance and at its own discretion -- to repair or replace the Software. If this fails, you are entitled to a reduction of the acquisition price (reduction) or to cancel the agreement applicable to the acquisition of this License (rescission), together with returning the Software and any bundled 3D Printer sold with the Software. For further warranty information, please contact Stratasys’ Customer Support Department.

16.2	Limitation of Liability for Users Residing in Germany and Austria. If you obtained the Software in Germany or Austria, and you usually reside in such country, then Section 8 does not apply. Instead, Stratasys’ statutory liability for damages shall be limited as follows: (i) Stratasys shall be liable only up to the amount of damages as typically foreseeable at the time of entering into this License in respect of damages caused by a slightly negligent breach of a material contractual obligation; and (ii) Stratasys shall not be liable for damages caused by a slightly negligent breach of a non-material contractual obligation; however, the aforesaid limitation of liability shall not apply to any mandatory statutory liability, in particular, to liability under the German Product Liability Act, liability for assuming a specific guarantee or liability for culpably caused personal injuries.  User is required to take all reasonable measures to avoid and reduce damages, in particular to make back-up copies of the Software and computer data subject to the provisions of this License.

User acknowledges that the limitations and exclusions in this License are necessary and reasonable provisions, and that the Software would not be licensed by Stratasys and its suppliers, or would be licensed at significantly higher rates, in the absence of such limitations and exclusions.

17.	Experimental Software.  If the Software is designated as pre-release or Experimental, additional terms and/or special terms may apply, and such terms when given will supersede terms of this License to the extent inconsistent and/or in conflict herewith.

If you have any questions regarding this License or if you wish to request any information from Stratasys please use the address and contact information included with this product to contact the applicable Stratasys office serving your jurisdiction, which is available from Stratasys, or online at www.stratasys.com. 

Stratasys
7665 Commerce Way
Eden Prairie, Minnesota, 55344-2080 USA
+ 1.800.937.3010 (US toll free)
E-mail: info@stratasys.com
Web site: www.stratasys.com