VectorDraw Annual Software Agreement
This annual Software agreement ("Agreement") is made and effective this …………….200..
by and between VectorDraw Software ("Developer") a corporation organized and existingunder the laws of Greece situated in 11 Kyrillou-Methodiou str., Glyfada 16561, Athens,
Greece and………………………………………………………………………………………………
……………………………............................................................................................(”the Client”)

Whereas, the Developer has developed and owns a computer software and other digital
information that consists “the Tool” described below as:
A. The Product(s): Is a software developer Tool for creating, displaying and editing,managing and printing 2D and 3D vector raster graphics available in differen t versions plus
upgrades versions. (the Libraries) . The Product/ tool is in electronic form and is available
for purchasing for an annual period by downloading it from VectorDraw Web site under theterms and condition of this agreement . The Libraries are in object code (binary form only).
All products available and relative fees are referred to Annex

which consists part of theagreement, applicable as amended from time to time.
B. Activation Code : is the activation code, unique for each copy of the Product by the use ofwhich the Client may acquire the ability to use the Product and/or any upgraded version.
The

use of the activation code for additional users is upon the requirement of additional

fees as defined in the Annex .
C. Access Codes : are the Access codes for the secure VectorDraw’s secure download
area.
1. License
1.1. The Developer grants to the Client a non-exclusive and non-transferable license to :a) use and access to the Tool for its own internal business purposes only in the country
where his business is established as above mentioned , subject to this Agreement. b) to use
the Libraries for the purposes of developing, modifying or supporting his internal businesspurposes . The Client confirms that is familiar with the Tool and its functions and does notexpect or intend it to perform any function or to meet any specifications other than thoseexpressly set out in the present agreement .
1.2. The Client acknowledges and agrees that it is not entitled to make any change, addition,
modification, adjustment or alteration to the Tool, or any Tool Update, nor to decompile,
reverse engineer or analyze the Tool, any Tool Update, in any manner, either entirely or inpart PROVIDED ALWAYS that:

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1.2.1. the Client acknowledges and agrees that shall not, nor shall allow or suffer anyone
else to: copy, record, reproduce, download on to its own equipment or that of any third
party, enter into any internal database or system whatsoever or store in a retrieval system ortransmit by any means (whether electronic, mechanical or otherwise) in any form, or in any
other manner whatsoever, the whole or any part of the Tool ,or
1.2.2. Attempt to rectify or permit any persons other than the developer to rectify any fault or
inaccuracy in the Tool or otherwise tamper with the Tool; assign, transfer, sell, lease, rent,
charge or otherwise deal in, or encumber the Tool (or any part thereof); or )1.2.3. The Client shall limit use of and access to the Tool to users up to the maximum
number of Users set out in the Annex.
1.3. The Client will ensure that all Users are familiar with the terms and conditions relating to
the use of the Tool in this Agreement and that such terms and conditions are observed andcomplied with by all users. Any act or omission by any such user, which if it had beencommitted or omitted by the Client would be a breach of this Agreement, will be deemed to
be a breach of this Agreement by the Client.
1.4. Separate licenses in the form of activation codes will be required for any additional user
according to pricelist of the Annex .
1.5. The Developer will at all times remain the owner of all Intellectual Property Rights of theTool and the Client shall shall not use and reproduce the Vectordraw logos and trademarks
and shall have no rights nor shall acquire in the same except as expressly granted andsubsisting under this Agreement.
1.6. The Client is responsible for the supervision, management and control of the use of theTool and will effect, maintain and enforce adequate security measures to safeguard the Tool
from theft by any person or from access by any person other than a User.
1.7.The Client shall not reproduce, distribute (directly or indirectly )and sublicense the
Libraries .
2. Tool Updates and Maintenance Services
2.1. The Developer shall provide Tool Updates which shall from time to time make available
to its licensees of the Tool generally. The Client shall be responsible for installation of theTool Update.
2.2. The Developer shall provide Maintenance Services to the Client during normal
working hours only. For this purpose, if any suspected malfunction arises, the Client shallreport the relevant problem to the Developer via telephone or e -mail and shall provide detailsof any symptoms which have been observed including any error messages and incorrect
outputs. The Developer is entitled to rectify the problem according to his discretion andPage 2 of 1 1________

professional expertise. The Client shall have no right to, and shall not, control the manner ordetermine the method of performing the Maintenance Services.
2.3.The provision of Maintenance Services under this agreement does not include services
occasioned by or attributable to:
2.3.1. improper, incorrect, unauthorized or negligent use of the Tool,
2.3.2.or any breach, non -observance of or non -compliance with this agreement , orany alteration or modification of the Tool or its merger (in whole or in part) with any othersoftware2.3.3. or its use on any hardware, unless expressly approved in writing by the Developer andpursuant to the “Minimum Hardware Requirements “, as set from time to time to thedeveloper’s site . Approval by the Developer of any such alteration, modification , merger oruse does not in any way imply approval for any subsequent alteration, modification, merger
or use;or
2.3.4.any repair, alteration or modification of the Toolby any person other than theDeveloper
2.3.5.any use of the Tool for a purpose for which it was not designed and/or not strictly within
the terms of this Agreement; and any use with any hardware or software, which isinappropriate for use with the Tool
2.4. Any services requested by the Client which are not within the scope of Maintenance
Services may be provided by the Developer and will be the subject of another agreement
between the contracting parties that will be charged and paid additionally by the Client .
2.5. The Developer shall maintain a trained staff capable of performing the Maintenance
Services.
2.6. The Developer is obligated to provide support in English solely.
3. Obligations of Developer
3.1 Developer shall be solely responsible for the design, development, supply, production,
validity of copyrights and patents claimed by Developer, and performance of the Software.
3.2. Developer shall provide the Product in electronic form, unless otherwise is requested by
the Client and could be provided by the Developer, the costs bared solely by the Client.
3.3. Under the condition of full discharge of the annual fees, the Developer shall provide
access for an annual period , by providing electronically to the Client the access code
required in order to download from Developer’s web site the Tool. Developer is responsible
to prevent the activation and the access codes to be made a vailable to third parties otherthan the legitimate customers and Developer should take any actions to prevent that fromoccurring.
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4. Fee and Payment
4.1. In consideration of the annual license, the updates (if any) and the maintenance rights(which all consist “the services”) granted by the Developer to the Client pursuant to thisAgreement, the Client shall pay to the Developer the annual services’ s fee for all theabovementioned services according to the Annex pricelist. The license must be purchasedby the legal entity that will create (internally or through an individual software developer ) an
application based and/ or including the Tool, that subsequently will sell to end -users.
4.2. The fee is calculated on the basis of the pricelist set out in the Annex . By the time of theverification of the Client’s full discharge of the fees due by the Developer by the means of
the relevant bank receipt , he shall provide with no delay to the Client the activation code
which allows one user to access the Tool for an annual period, save the provisions of next
clause 4.3. and clause 5 below . If the Client wishes to increase the number of users, it shallimmediately notify the Developer in writing of such increase, and pay upon demand, theapplicable additional user fee as per the Annex pricelist.
4.3. Pursuant to the verification of the full discharge of the fees due, the Developer is obliged
to issue the respective invoices for sums paid under this Agreement and two (2) copies of
the agree ments that shall send directly to the Client via e-mail or post, within twenty (20)days following the date of the payment verification. The Client must sign the copies as
accepted and return one document dully signed on each page back to the Developer,
within twenty (20) days upon receipt, otherwise the Developer is entitled to pause theprovision of services until the receipt of the document , dully signed.
4.4. The Annual License Fee, Maintenance Fee and Additional User License Fee, together
with any other amounts payable by the Client to the Developer pursuant to this Agreement,
shall be exclusive of any Value Added Tax and other taxes, duties and levies. The Client
agrees to be responsible for and to pay and discharge when due at the rate and in themanner for the time being prescribed by law any such Value Added Tax and other taxes,
duties and levies that may be levied, assessed, imposed or charged in connection with theperformance of this Agreementthat are obligatory for him pursuant to the taxation laws

applicable to the country of his establishment.
4.5. The Fees shall be reviewed on 1st January in each year, starting from 1st January 2008,
and shall be readjusted in the same proportion to the rate of the Retail Prices Index (Inflationrate) of the previous year.

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In this clause:“RetailMeans the General Index of Retail Prices forPricesall items which is published in Greece in the

Index”

Monthly Digest of Statistics by the Office for
National Statistics or any replacement thereof;

4.6. Prices are in Euro currency and payments accepted by the Developer must be received
as such.
5.Duration; Termination/Consequences of Termination
5.1. Unless otherwise terminated in accordance with this Clause 5, this Agreement shallremain in full force and effect for one (1) year from the commencement day. (Initial term). As
commencement day, is considered the working day following the day that the Financial
Institution to which the transaction has been accomplished shall report to the Developer thefull discharge of the amounts due in behalf of the Client by the means of Bank receipt . Upon
expiration of the Initial Term, the agreement may be extended each time for successive
twelve (12) months under the condition of prepayment of the Fees that will be invoiced
pursuant to the applicable pricelist of the Annex as appears in the Developer’s site(www.vdraw.com).
5.2. In case the Client wishes to renew the contract for another annual period, he must
notice so the Developer at least thirty (30) days prior the end of the initial term or any
subsequent term, otherwise the Developer shall reasonably consider the contact isterminated in the end of the Term and is entitled to prevent access at that time. In the casethat the Client gives notice for annual extension, the Developer shall maintain the Client’s
access to the Tool up to one month in excess of the Term, in order to facilitate the Client
to discharge his financial obligations .In this case the new Term is calculated from the datefollowing the termination of the previous Term.
5.3. Each party may terminate the agreement if the other party breaches any material
provision of this agreement and fails to remedy such nonperformance or noncompliancewithin twenty (20) days following receipt notice from the other .The Developer’s right toterminate is in addition to any other rights and remedies that may be available to him by law.
5.4. Upon termination, the Client shall without delay cease all further use of the Tool and theDeveloper shall prevent the access of any user of the Client .The Client shall immediately

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cease the distribution of any products that are based/ created on the Tool

.If termination isdecided only for any additional licensee the terms of the present shall apply for it only .
5.5. In case that, during the term of the contract, the Developer decides or is obligated bylaw for any reason to cease definitely his business or/and , the licensing, development andmaintenance of the Tool described in the present agreement and to terminate the contract,
the Client is entitled to receive – and accordingly the Developer is obliged to deliver by its
legal representatives, members or liquidators (in case of winding up) – the source code of
the program. Such obligation of the natural persons representing the Developer or are
members thereof or of those appointed as liquidators thereof, is maintained only for theduration of the current Term. The Client recognizes and states that in a case like this he will
use the source code exclusively for internal purposes and is not allowed to create or/and tosell any product based on the source code . Additionally, if the Agreement is terminatedprior to the granting of access, Developer is under obligation to deliver the products thathave been ordered and paid prior to termination.
5.6. The Developer shall not be obliged, as a result of any termination of this Agreement, torefund to the Client any monies paid save the provisions of clause 8 below. Except for atermination for cause, neither party shall be liable to the other or to any other person for any
loss or damage occasioned by the termination of this Agreement as provided herein.

6. Confidentiality
For any and all information indicated as being, or which reasonably appears by its nature tobe, of a confidential nature including, but not limited to, documents, reports, software, source
codes, data, client lists and organizational and staff information acquired by one party fromthe other (“Confidential Information”), the party receiving the Confidential Information shallnot use it other than for the purpose of this Agreement and will not disclose any of theConfidential Information to any third party except strictly in the performance of its obligations
under this Agreement. Without prejudice to the foregoing, each party will procure that its
employees, agents and representatives comply with this obligation of confidentiality.
These obligations of confidentiality shall survive for a period of five years from thetermination of this Agreement.
7. Intellectual property rights
7.1 The Developer shall have no liability to the Client in respect of any claim relating to any
Intellectual Property Infringement except as set out in Clause 7.2.
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7.2. The Developer will indemnify and hold the Client harmless from any damages (including
costs) that may be awarded or agreed to be paid to any third party in respect of anIntellectual Property Infringement, such indemnity to apply until the date on which theDeveloper exercises its option under Clause 7.3 and provided that the Client:7.2.1. gives written notice to the Developer of any Intellectual Property Infringement promptly
upon becoming aware of the same; and7.2.2.gives the Developer the sole right at the Developer’s own cost and expense to
conduct, and to control, the defense or settlement of any claim or action in respect of anIntellectual Property Infringement and does not at any time admit liability, or otherwise
attempt to settle or compromise the claim or action, except upon the express instructions of
the Developer; and7.2.3. acts promptly in accordance with the reasonable instructions of the Developer andgives to the Developer such assistance as it shall reasonably require, in respect of the
conduct of the said defense or settlement, including(without limitation) in relation to the filingof all pleadings and all other Court procedures and the provision of all relevant documents
and evidence.
7.2.4. The Developer shall reimburse the Client its reasonable costs incurred in complying
with the provisions of Clause 7.2.
7.3.In the event of a claim, notified in accordance with Clause 7.2., the Developer shall beentitled at its own expense and option either to:
7.3.1. procure from the relevant third party the right for the Client to continue using the Tool;
7.3.2. make such alterations, modifications or adjustments to the Tool, without materiallyadversely affecting functionality, so that the tool becomes non-infringing;
7.3.3 replace the Tool with non -infringing substitutes with equivalent functionality;
7.3.4. advise the Client that the claim is not genuine and valid and instruct the Client tocontinue using the Tool, but such advice will not relieve the Developer of its obligations
under this Clause 7; or
7.3.5

refund to the Client a proportion of the License Fee paid (which relates to supply ofthat part of the Tool affected by an Intellectual Property Infringement), whereupon the Client
shall cease to use copy or load that part of the Tool affected by an Intellectual Property
Infringement .
7.3. The Developer shall have no liability to the Client in respect of an Intellectual Property
Infringement if the same results from any breach of the Client’s obligations under thisAgreement or

if the Intellectual Property Infringement is based upon the use of any

component of the Tool in combination with any program or equipment, or any part thereof,
not furnished or recommended in writing by the Developer , or the use of the Tool in a

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manner or environment, or for any purpose, for which the Developer did not design or
license it.

8. Warranties and Limitation of Liability
8.1. Subject to the other provisions of this Clause 8.1, the Developer warrants that, the Tool
will comply in all material respects with the specifications .In the event of any noncompliance with either warranty the Developer may at its option:
8.1.1. rectify the non -compliance;
8.1.2. or replace the Tool or any part of the Tool found not to conform to the warranty;
8.1.3. or take back the Tool or any part of the Tool found not to conform to the warranty andrefund the relevant proportion of the fees paid by the Client in respect of that part of the Tool;
provided always that the performance by the Developer of any one of these options shallconstitute an entire discharge of the liability of the Developer under these warranties andthe aggregate liability of the Developer under these warranties shall in no event exceed theAnnual Fee paid by the Client.
8.2. Subject to the other provisions of this Clause 8, the Developer warrants that theMaintenance Services will be provided with reasonable care and skill. In the event of abreach of this warranty, the Developer shall at its option either repeat performance of thepart of Maintenance Services found not to conform to the warranty or refund the relevant
proportion of the Annual Fee paid by the Client attributable to the part of the Maintenance
Services found not to conform to the warranty, provided always that the performance by theDeveloper of one of these options shall constitute an entire discharge of the liability of theDeveloper under this warranty and the aggregate liability of the Developer under thiswarranty shall in no event exceed the annual Fee paid by the Client for the year inquestion.
8.3. The foregoing warranties are conditional upon:
8.3.1 the Client giving written notice of 10 days to the Developer of any alleged noncompliance8.3.2. the Client affording the Developer reasonable opportunity to inspect the Tool; and theClient complying with its obligations under this Agreement.
8.4. Except to the extent that, liability may not lawfully be excluded in any contract of thisnature and save as provided in Clauses 8.1 and 8.2:
8.4.1. The Developer shall be under no liability for any direct loss or damage howsoever
arising that may be suffered by the Client in respect of any breach of this Agreement arisingunder or in connection with this Agreement;
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8.4.2. The Developer shall be under no liability for any indirect or consequential loss ordamage including, without limitation, loss of profit, loss of business, loss of custom, loss ofrevenue and loss of goodwill howsoever arising which may be suffered by the Client inrespect of any breach of this Agreement arising under or in con nection with this Agreement.
8.4.3. The Client acknowledges that the Developer makes no warranty in respect of theoperation of the Tool on any hardware configuration, or in any operating environment, or in
conjunction with any computer Tool other than the Tools and the Tool Updates, or the use of
the Tool other than in accordance with the current operating instructions provided by theDeveloper. Further, no warranty is given as to the performance of the System.
8.5. Any liability of the Developer shall in no event exceed 100% of the sum of annual fees
paid by the Client .
8.6.

The Client acknowledges that the Tool cannot be tested in every possible operating

environment or for every possible function or operation, and that no warranty is given by theDeveloper that the functions of Tool will be uninterrupted, or that is error-free in all thecircumstances, or that the Tool is free from defects (save for defects which would affectdirectly materially and significantly the functionality of the Tool).

The Client further

acknowledges that it is solely responsible for the use of the Tool and any results orinformation obtained there from and that the Developer shall not be liable for any such use
and the Client shall not incur any liability on behalf of the Developer .

9. General Provisions
9.1. Waiver. No forbearance, delay or indulgence by either party in enforcing the provisionsof this Agreement shall prejudice or restrict the rights of that party nor shall any waiver of its
rights operate as a waiver of any subsequent breach and no right, power or remedy herein
conferred upon or reserved for either party is exclusive of any other right, power or remedy
available to that party and each such right, power or remedy shall be cumulative.
9.2. Force Majeure. In the event of acts of God, action of the elements, war, invasion, civilcommotion, insurrection, labor dispute (other than labor disputes involving the party affected’s own staff), fire, flood, earthquake or government restriction, or any business interruption
which is beyond the reasonable control of either party , render either party’s performance
under this Agreement impossible or commercially impracticable, failure on that account shallbe excused during such period or periods of inability to perform. In the event either party
claims the protection of this Clause 9.2 for more than ninety (90) consecutive days, theother party has the option to terminate this Agreement, without liability, forthwith upon written
notice.
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9.3 .Invalidity and Sever ability. If any or any part of the terms, conditions or provisions
contained in this Agreement be determined invalid, unlawful or unenforceable to any extent
by any court or tribunal of competent jurisdiction, such term, condition or provision shall besevered from the remaining terms, conditions and provisions which shall continue to be valid
and enforceable to the fullest extent permitted by law.
9.4. Assignment. Neither party shall be permitted to transfer, assign or sub -license, in whole
or in part, any rights or obligations under this Agreement without the prior written consent of
the other party, such consent not to be unreasonably withheld or delayed.
9.5. Law and Disputes. The formation, existence, construction, performance, validity and all
aspects whatsoever of this Agreement or any term of this Agreement shall be governed byand construed in accordance with Greek laws and the parties hereby agree to submit to thenon-exclusive jurisdiction of the Greek Courts of Athens.
9.6. Notices. Any notice given or made under or in connection with this Agreement shall bein writing and shall be given or made to the Developer or the Client, as the case may be, at
its registered office or at any other address as either party may from time to time notify to theother for this purpose or its e -mail address.
9.7. Entire Agreement. This Agreement sets forth the entire agreement and understanding of
the parties relating to the subject matter hereof, and supersedes all prior agreements,
arrangements and understandings, either written or oral, relating thereto. No representation,
promise or inducement has been made by any party hereto that is not embodied in thisAgreement and no party hereto shall be bound by or liable for any alleged representation,
promise or inducement not so set forth, unless made fraudulently. This Agreement may not
be amended or modified, and no rights granted hereunder shall be waived or released,
except by a written agreement executed by the parties to this Agreement.
9.8. Attorneys´ Fee s. In the event that any legal action is brought with respect to the subject
matter of this Agreement, the prevailing party in such legal action shall be entitled to receive
reasonable attorneys´ fees, as well as costs, in addition to any other relief it may receive.
The reasonability of any attorneys´ fees shall be determined by the court.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first
above written.
VectorDraw, Inc.

The Client……………………………………

……………………………………

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Annex 1 Pricelist. Pricelist valid until 1-Jun-2010
Available Products:• VectorDraw Developer Framework New License• VectorDraw Developer Framework Renew
VectorDraw Developer Framework

1 License

2-5 Licenses

6-10 Licenses

New License(s)1,950 € 450 € each 400 € each
Example:5 new Licenses = 1 x 1,950 + 4 x 450 = 3,750 €9 new Licenses = 1 x 1,950 + 4 x 450 + 4 x 400 = 5350€
VectorDraw Developer Framework
Renew

1 License

2-5 Licenses

6-10 Licenses

Renew License
650 € 300 € each 250 € each
Example:renew for 5 Licenses = 1 x 650 + 4 x 300 = 1,850 €renew 9 Licenses = 1 x 650 + 4 x 300 + 4 x 250 = 2850 €Upgrade to VectorDraw Developer
Framework*

1 License

2 Licenses

4 Licenses

Upgrade from Professional
NOT AVAILABLE
Upgrade from Standard
NOT AVAILABLE
Upgrade from Viewer
NOT AVAILABLE

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