SAPIEN EULA
Frequently asked questions about our End-User License Agreement and the full text.
A EULA is a legal contract between the manufacturer and/or the author and the end-user of an
application. In short, to use our software, you must read and agree to the terms set forth in the
EULA (See full text below.)
Although you should always read the entire document before agreeing to any contract, thequestions we are asked most often are:
1. How many users can use this license?
All SAPIEN licenses are single-user licenses. Only ONE person can use the license.
2. Can I install this software on more than one machine?
Each single-user license allows the owner to activate and run the software on two devices at
any given time. For example, you can run the SAPIEN software on your work computer and homecomputer, as long as you are the only person using the software.
You can transfer your SAPIEN license from one computer to another, as long the licensed
software is activated on no more than two computers at a time. If you get a new computer orneed to reimage a hard drive, remove the license from the old computer and then transfer it to
the new computer. For help, see Quick Guide to SAPIEN Software Activation.

End-User License Agreement—Full Text
UPDATED: May 2024
ATTENTION: THIS IS A LICENSE, NOT A SALE. ALL OUR SOFTWARE IS LICENSED ON THE TERMSSET FORTH BELOW. THE LICENSE DEFINES WHAT YOU CAN DO WITH THE SOFTWARE AND
CONTAINS LIMITATIONS ON WARRANTIES AND REMEDIES AVAILABLE TO YOU.
IMPORTANT: Carefully read this SAPIEN Technologies, Inc. ("SAPIEN") End-User License
Agreement (this "Agreement") before installing SAPIEN software (the "Software"). The Softwareis defined to include, without limitation, the accompanying computer programs and allcomponent parts, models, image textures, images, photographs, animations, video, audio,
music, text, catalog content, and applets incorporated into such software, the media andrelated documentation, whether provided in printed or electronic form, any upgrades, and thisAgreement. Installation of the Software constitutes your acknowledgment that you have readthis Agreement and agree to its terms. If you do not agree to the terms of this Agreement,
SAPIEN is unwilling to license the Software to you.
1. GRANT OF LICENSE.
Generally. The registered end-user of the Software (the "Customer") is hereby granted a single(or such greater number as is specified in writing by SAPIEN) User License for the Software.
SAPIEN licenses its Software for use by a Customer whose installation is on an individualmachine (an "Individual") as well as by a Customer whose installation is through a software
distribution method (an "Enterprise"). For purposes of any User License granted to a Customer,a "User" is a person who is an Individual, or who is an employee or subcontractor of anEnterprise or an Individual. The terms of the license are different depending on the type ofCustomer, as detailed below:

The Software can be licensed as (i) a perpetual license or (ii) a yearly subscription that is billed
monthly or annually (once every 12 months).
A perpetual license gives the Licensee a right to use the licensed version of the Software
perpetually. A perpetual license entitles the Individual to install the Software into permanent
memory on such number of computers or workstations, to a maximum of two (2), as are
personally used by the designated User. The Individual may designate a successor User for theUser License, so long as the Software is deleted from all computers and workstations of theprevious User prior to installation on the computers or workstations of such successor User.
Perpetual licenses can execute up to two instances per license in the same network
simultaneously at any given time for Windows Client OS versions. Windows Server OS versions
are limited to a single instance per license. On a single computer, multiple instances of thesoftware can be operated by the user without limitation.
A subscription gives the Licensee a right to use the Software for one (1) year from the date ofpurchase. The Subscription Period for the Software will begin on the day you order the Softwareand end one year thereafter. You agree to pay the Subscription Fee for the Subscription Period.
Your subscription to the software will automatically renew for a new Subscription Period until
you cancel the subscription. SAPIEN reserves the right to change the Subscription Fee for any
renewal Subscription Periods. Each new Subscription Period will be subject to the same terms
and conditions set forth in this Agreement, which SAPIEN may update from time to time.
Updates to the terms of this Agreement can be found on the SAPIEN website. You agree that
SAPIEN will disable the Software at the end of the Subscription Period if the subscription is notrenewed or at any point in time if scheduled payments are not received when due.
A subscription entitles the Individual to install the Software into permanent memory on such
number of computers or workstations, to a maximum of twenty (20), as are personally used by
the designated User. The Software may not be used by anyone other than such designated User.
Each designated User of a license or subscription can use the Software on no more than two (2)computers or workstations at the same time. Software is "in use" on a computer or workstation
when it is loaded into temporary memory on such device.
Evaluation Licenses. If the Software has been installed without specifying or containing anactivation key ("Evaluation Software"), the Customer shall have the right to use the Software
pursuant to the terms of this Agreement only for the evaluation period specified upon startup(the "Evaluation Period"). To use the Software following the expiration of the Evaluation Period,an activation key must be obtained from SAPIEN. The Customer may not re-install the
Evaluation Software on the same computer but may install the Evaluation Software on anothercomputer.
2. DELIVERY AND ACTIVATION KEYS.
SAPIEN Software is only available electronically via download and will not be available in any
other format. SAPIEN Software shall be deemed delivered to the Customer upon SAPIEN
making available to Customer the Software Activation Key. The Customer understands andagrees that a Software Activation Key provided by SAPIEN is required to enable SAPIEN Softwareand that Software Updates are provided only during the Maintenance/Subscription Term.
For a perpetual license, upon the initial purchase, 50 percent of the purchase price isdesignated to obtain the perpetual license for the purchased Software and 50 percent of thepurchase price is designated to obtain the first year of updates of the Software. For a
subscription license, 100 percent of the purchase price is designated to obtain a year of
Software use and updates.
The Customer further understands and agrees that: (i) in case of breach by the Customer of thepayment terms stipulated in this Agreement, SAPIEN will have the right to suspend the Softwareand such suspension will not give rise to any modification of the amount of the Software fee orto any extension of the Maintenance/Subscription Term; (ii) for a perpetual license, the SAPIEN
Software will, in the absence of any renewal of the Maintenance Term, be usable as the lastversion delivered to the Customer during the period. No further updates will be delivered orotherwise be made available for expired maintenance; (iii) for a subscription, the SAPIEN
Software will, in the absence of required payment of the Subscription Term, cease to function
on all installed machines, and no further updates will be delivered or otherwise be madeavailable to the user.
Finally, the Customer understands and agrees that upon activation of the SAPIEN Software, theSoftware will provide certain information to SAPIEN regarding the system environment in which
the SAPIEN Software is operating and will monitor the use and security of the SAPIEN Software.
For example, the Software uses HTTP protocol and encryption to provide information about the
Operating System, computer name, public IP address, MAC address, a generated uniquemachine identifier, as well as the Customer name, license type, version of the SAPIEN Software
being used, start and end date of the Software Subscription, and number of active users,
provided, however, that under no circumstances does the SAPIEN Software capture or transmit
to SAPIEN any Customer data being processed by the SAPIEN Software.
3. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.
Limitations on Reverse Engineering, Decompilation, and Disassembly. The Customer may notreverse engineer, decompile, or disassemble the Software, except and only to the extent thatsuch activity is expressly permitted by applicable law notwithstanding this limitation.
Limitations on Repackaging. The Customer may not, without the express written consent of
SAPIEN, change, manipulate or repackage the Software for use in software management or
distribution systems.
Separation of Components. The Software is licensed as a single product. The Customer may
not rent or lease the Software, or any portion or component thereof. Included components
specifically marked as "redistributable" can be distributed royalty free with end-user
applications or scripts, provided that these components are necessary for end user
applications or scripts to function. The copyright statements in these components and theirdigital signatures must remain intact and without any modification. These components may not
be distributed or sold individually without the end-user application or script.
Software Transfer. Subject to the limitations below, the Customer may permanently transfer all
rights under this Agreement and the Software, provided that the Customer deactivates all
currently installed copies of the Software and the recipient agrees to the terms of thisAgreement. Transfers of any license can be initiated on the Customer's SAPIEN account page.
SAPIEN Technologies, Inc. should be contacted by email (support@sapien.com) if assistancetransferring a license is required. Multi-user licenses can only be transferred by the designatedlicense administrator. In case of a disputed license transfer, the license will be assigned to thepurchasing entity.

Use of Content. All copyrighted image textures, and other images and catalog content licensed
with the Software are licensed for use solely in connection with the Customer's use of the
Software, and not for resale. Except as expressly permitted under this Agreement or specificallyagreed to in writing by SAPIEN, the Customer shall not copy, distribute, or sell any portion orcomponent of the Software, including models, image textures, images or catalog content, in any
file format, as part of another software product, image, shape, 3D model library or product, orsoftware product similar to the Software.
Limitations on Use. The Customer shall not use the Software, or any related content licensed
under this Agreement to (a) create obscene or defamatory work, or (b) to in any way violate thetrademark, tradename, copyright, or other intellectual property rights of any third party. The
Customer may not copy the printed materials accompanying the Software, except as necessary
to enable a permitted transfer of the Evaluation Software.
Termination. This Agreement shall continue for so long as the Customer uses the Software,
including any upgrades. However, upon any violation of any of the provisions of this Agreement,
the Customer's rights and licenses to use the Software shall automatically terminate and theCustomer shall be obligated to destroy all of its copies of the Software and all of its component
parts. Limitations on warranties, customer remedies, and limitations on use will survive any
such termination to the extent applicable.
Ownership. The Software is protected by copyright laws and international copyright treaties, aswell as other intellectual property laws and treaties. The Software is licensed-not sold. This
Agreement confers no title or ownership in the Software and no rights in any associated sourcecode or any accompanying printed materials. Ownership of all intellectual property rights in the
Software remains with SAPIEN and its licensors. Any rights not granted under this Agreement
are reserved by SAPIEN and its licensors.
Third Party Rights. Portions of the Software may have been developed by a third-party software
supplier named in the copyright notices included with the Software. Any such third-party
software supplier shall, together with SAPIEN, be authorized to hold the Customer responsible
for any copyright infringement by the Customer or violation of this Agreement by the Customer.
Export Controls. The Customer acknowledges that the export of the Software is governed by theexport control laws of the United States of America and other countries. The Customer agrees
to comply with all such export control laws.
4. UPGRADES; OTHER SOFTWARE.
If the Software is an upgrade of a SAPIEN product, then, subject to the second to last paragraphof Section 6 ("Order of Precedence"), this Agreement shall apply to the original product as wellas the Software. If the Customer rightfully has or hereafter rightfully obtains any other SAPIEN
software product which is not subject to a written license agreement with SAPIEN for suchproduct, then the terms and conditions of this Agreement also shall apply to such software.
5. U.S. GOVERNMENT RESTRICTED RIGHTS.
If the Customer is an agency and/or instrumentality of the United States of America, all
Software is provided subject to the restrictions applicable to other end-users in accordancewith the terms of this Agreement and as provided in DFARS 227.7202-1(a) and 227.7202-3(a)(1995), DFARS 252.227-7013(c)(1)(ii) (Oct. 1988), FAR 12.212(a)(1995), FAR 52.227-19, or FAR
52.227-14 (Alt III), FAA AMS Clause 3.3.1-38 Unenforceability of Unauthorized Obligations (July2018), 3.5-18 Commercial Computer Software License (January 2009), 3.9.1-1 Contract
Disputes (January 2020), and 3.5-13 Rights in Data - General (October 2014) as applicable.
6. WARRANTIES AND LIMITATIONS ON LIABILITY.
SAPIEN warrants that, subject to the terms below, for a period of thirty (30) days from the date of
the Customer's purchase of the Software from SAPIEN or its authorized distributor (the"Warranty Period") the Software will operate substantially in accordance with the specifications
published by SAPIEN for such Software. SAPIEN does not warrant that the operation of the
Software shall be uninterrupted or error free. If during the Warranty Period SAPIEN receives
notice from the Customer that the Software does not operate substantially in accordance withsuch specifications, then SAPIEN shall use reasonable commercial efforts to offer a workaround or repair such Software. If SAPIEN is unable, within a reasonable time, to offer a workaround or repair the Software as specified above, the Customer shall be entitled to a full refundof the purchase price from the entity in which it was purchased, upon verification that thesoftware was deactivated and unregistered. The foregoing warranty shall not apply to defects
resulting from: (a) improper or inadequate maintenance by the Customer; (b) Customer
supplied software or interfaces; (c) modification or misuse; or (d) operation outside of theenvironmental specifications for the Software.
THE WARRANTY SET FORTH ABOVE IS EXCLUSIVE AND NO OTHER WARRANTY, WHETHERWRITTEN OR ORAL, IS EXPRESSED OR IMPLIED. SAPIEN SPECIFICALLY DISCLAIMS THE
IMPLIED WARRANTIES OF SATISFACTORY QUALITY, NONINFRINGEMENT OF INTELLECTUAL
PROPERTY RIGHTS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND
ACCURACY OF INFORMATION.
THE REMEDIES PROVIDED HEREIN ARE THE CUSTOMER'S SOLE AND EXCLUSIVE REMEDIES. IN
NO EVENT SHALL SAPIEN OR ANY OF ITS LICENSORS BE LIABLE FOR DIRECT, INDIRECT,
SPECIAL, INCIDENTAL OR CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING LOSS OF
PROFITS) WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF
SAPIEN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND
NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. Suchlimitations on liability shall not apply with respect to any claim that the Software directly caused
bodily injury or death.
7. MISCELLANEOUS.
Choice of Law. If the Customer acquired the Software in the United States, this Agreement isgoverned by the laws of the State of California USA, without reference to its conflict of laws
rules. If the Software was acquired outside the United States, then, to the extent permitted byapplicable local law, this Agreement is governed by the laws of the State of California USA,without reference to its conflict of laws rules. If the Customer is an agency and/or
instrumentality of the United States of America, this agreement is governed by the laws of theUnited States without reference to conflict of laws.
Severability. Any term of this Agreement which is held to be invalid by a court of applicablejurisdiction will be deleted, but the remainder of this Agreement will not be affected.
Jurisdiction. This Agreement shall be deemed to have been entered into in Vacaville, California,
and the federal and state courts with jurisdiction in Solano County, California, USA shall haveexclusive jurisdiction for the submission of any claims or disputes arising out of this Agreement

or in connection with the Software. The Customer and SAPIEN hereby consent to exclusive
jurisdiction and venue in such courts with respect to any claims or disputes arising out of thisAgreement or in connection with the Software. If the Customer is an agency and/or
instrumentality of the United States of America, the federal court applicable to the district
within which SAPIEN resides shall have exclusive jurisdiction.
Order of Precedence. If the Customer and SAPIEN have entered into a separate software license
agreement with respect to this Software, then the provisions of such agreement shall takeprecedence over any contradictory provision contained in this Agreement.
Complete Agreement. Subject to the immediately preceding paragraph, this Agreement
represents the complete agreement concerning the matters covered hereby. It may be amended
only by a writing executed by the Customer and SAPIEN. The terms and conditions set forth in
this End-User-License-Agreement supersede and exclude any conditions specified by thecustomer or its representatives unless specifically agreed upon in writing by SAPIEN
Technologies, Inc.