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LEGAL


SOFTWARE LICENSE AND SERVICES AGREEMENT


IMPORTANT NOTICE: PLEASE READ VERY CAREFULLY BEFORE USING ANY hsbcad MATERIALS
OR SERVICES. hsbCAD ONLY LICENSES AND PROVIDES THE hsbCAD MATERIALS AND SERVICES
ON THE CONDITION THAT LICENSEE FULLY ACCEPTS AND AGREES WITH ALL OF THE TERMS
AND CONDITIONS CONTAINED AND/OR REFERENCED IN THIS AGREEMENT.

BY CLICKING “ACCEPT” OR BY SELECTING OR CLICKING ANY OTHER BUTTON OR MECHANISM
DESIGNED TO ACKNOWLEDGE AGREEMENT TO THE TERMS OF AN ELECTRONIC COPY OF THIS
AGREEMENT, OR BY COPYING, INSTALLING, DOWNLOADING, ACCESSING OR USING ANY HSBCAD
SOFTWARE OR OTHER MATERIALS OR SERVICES IN WHOLE OR IN PART, YOU
(1) ACCEPT ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT INCLUDING, IN
PARTICULAR, THE LIMITATIONS ON: USE CONTAINED IN SECTION 3; TRANSFERABILITY IN
SECTION 5; WARRANTY AND LIABILITY IN SECTIONS 8, 9 AND 10; AND SPECIFIC
PROVISIONS AND EXCEPTIONS IN SECTION 15. YOU AGREE THAT THIS AGREEMENT IS LIKE
ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. THIS AGREEMENT IS ENFORCEABLE
AGAINST YOU AND ANY LEGAL ENTITY THAT OBTAINED THE SOFTWARE AND/OR ON WHOSE
BEHALF IT IS USED: FOR EXAMPLE, IF APPLICABLE, YOUR EMPLOYER;
(2) ACCEPT ALL OF THE ABOVE MENTIONED UNDER (1) ON BEHALF OF THE ENTITY FOR
WHICH YOU ARE AUTHORIZED TO ACT (E.G. AN EMPLOYER) AND ACKNOWLEDGE THAT SUCH
ENTITY SHALL BE LEGALLY BOUND BY THIS AGREEMENT (AND YOU AGREE TO ACT IN A
MANNER CONSISTENT WITH THIS AGREEMENT) OR, IF THERE IS NO SUCH ENTITY FOR WHICH
YOU ARE AUTHORIZED TO ACT, YOU ACCEPT ALL OF THE ABOVE MENTIONED UNDER (1) ON
BEHALF OF YOURSELF AS AN INDIVIDUAL AND ACKNOWLEDGE THAT YOU ARE LEGALLY BOUND
BY THE SAME;
(3) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER AND AUTHORITY TO ACT ON
BEHALF OF AND BIND SUCH AFOREMENTIONED ENTITY (IF ANY) OR YOURSELF. YOU MAY NOT
ACCEPT THIS AGREEMENT ON BEHALF OF ANOTHER ENTITY, UNLESS YOU ARE AN EMPLOYEE OR
OTHER AGENT OR REPRESENTATIVE OF SUCH ENTITY WITH THE PROPER RIGHT, POWER AND
AUTHORITY TO ACT ON BEHALF OF AND BIND SUCH OTHER ENTITY.
IF YOU DO NOT WISH TO BE BOUND BY THIS AGREEMENT, DO NOT CLICK “ACCEPT” NOR
SELECT OR CLICK ANY OTHER BUTTON OR MECHANISM DESIGNED TO ACKNOWLEDGE AGREEMENT
TO THE TERMS OF AN ELECTRONIC COPY OF THIS AGREEMENT AND DO NOT COPY, INSTALL,
DOWNLOAD, ACCESS OR USE ANY hsbCAD SOFTWARE OR OTHER MATERIALS OR SERVICES IN
ANY WAY, BE IT IN WHOLE OR IN PART, AND IMMEDIATELY RETURN TO hsbCAD OR DESTROY
ANY AND ALL (COPIES OF) MATERIALS RECEIVED FROM hsbCAD AS WELL AS ANY (COPIES
OF) MATERIALS OTHERWISE INSTALLED, ACQUIRED OR ACCESSED, AS THE CASE MAY BE.
hsbCAD AND ITS SUPPLIERS OWN ALL INTELLECTUAL PROPERTY RIGHTS IN THE LICENSED
SOFTWARE AND OTHER hsbCAD MATERIALS AS DEFINED BELOW. THE SOFTWARE IS LICENSED,
NOT SOLD. hsbCAD PERMITS YOU TO COPY, DOWNLOAD, INSTALL, USE, OR OTHERWISE
BENEFIT FROM THE FUNCTIONALITY OR INTELLECTUAL PROPERTY OF THE LICENSED SOFTWARE
ONLY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT. THE USE OF SOME hsbCAD AND
SOME THIRD PARTY MATERIALS AND SERVICES INCLUDED IN OR ACCESSED THROUGH THE
hsbCAD MATERIALS MAY BE SUBJECT TO OTHER TERMS AND CONDITIONS TYPICALLY FOUND IN
A SEPARATE LICENSE AGREEMENT, TERMS OF USE OR “READ-ME” FILE LOCATED WITHIN OR
NEAR SUCH MATERIALS AND SERVICES OR ON RELEVANT WEBSITES. PLEASE MAKE SURE TO
CAREFULLY READ ANY SUCH AGREEMENTS AND TERMS.
THE SOFTWARE MAY INCLUDE PRODUCT ACTIVATION AND OTHER TECHNOLOGY DESIGNED TO
PREVENT UNAUTHORIZED USE AND COPYING, AND TECHNOLOGY TO HELP YOU MANAGE
LICENSES. SUCH TECHNOLOGY MAY PREVENT YOUR USE OF THE LICENSED SOFTWARE IF YOU
DO NOT FOLLOW THE ACTIVATION, INSTALLATION, AND/OR LICENSE MANAGEMENT PROCESS
DESCRIBED IN THE SOFTWARE AND DOCUMENTATION.
The present Software License and Services Agreement (“Agreement”) governs the
entire relationship between Licensee and hsbcad, including Licensee’s Use of the
Licensed Software, other hsbcad Materials and/or Services as defined below. By
Using the Licensed Software, other hsbcad Materials and/or Services (see
definitions below) in any way, You agree to be fully bound by all of the terms
and conditions contained and/or referenced in this Agreement. If you have
entered into a separate agreement with hsbcad and/or a Reseller with regard to
the Licensed Software, hsbcad Materials, the Services or other services or
software, then the terms of such agreement may supersede or supplement this
agreement in whole or in part.

Article 1 : Definitions
Each of the following terms in this Agreement shall have the meaning indicated
below:

– Affiliate: an affiliated company within the meaning of Article 11 of the
Belgian Company Code;

– Agreement: the present License and Services Agreement, including all
appendices and schedules thereto, as it may be amended from time to time in
accordance with the terms thereof;

– Computer: a single electronic device, with one or more central processing
units (CPUs), that accepts information in digital or similar form and
manipulates it for a specific result based on a sequence of instructions, or an
emulation of such a device (a so-called ‘virtual machine’);

– Content: sample or example drawings and designs, plans, elements, images,
modules or components for drawings and designs, representations of elements used
in drawings and designs (e.g. parts of buildings, buildings, fixtures, timber
elements and structures, carpentry elements and structures, walls,
intersections, connectors, roofs, doors, logs, architectural design parts,
numberings of parts and elements, etc.) and other (visual) Materials provided
with(in) the Licensed Software or other hsbcad Materials;

– Documentation: informational, explanatory or instructional Materials with
regard to the Use of the Licensed Software, Online Services or other hsbcad
Materials, distributed or made available to Licensee by hsbcad or a Reseller,
whether in printed or electronic form, whether downloadable or accessible
online, accompanied by or incorporated into the Licensed Software or related
Materials (or the packaging for the Licensed Software or related Materials);

– End User Product: an Output File containing the hsbcad Run-Time. Examples of
End User Products include the plans, drawings, construction models, 3D
construction simulations, designs, (re)presentations, demonstration files,
interactive multimedia material, reports, interactive products and platforms and
the like;

– hsbcad or We: hsbcad BVBA, a limited liability company organized under Belgian
law having its registered offices at 9031 Drongen, Brouwerijstraat 1/9 and with
company number 0475.468363;

– hsbcad Materials: Materials directly or indirectly distributed or made
available by hsbcad to Licensee, including the Licensed Software, Content,
Upgrades, Third Party Software and Documentation;

– hsbcad Run-Time: that portion of the Licensed Software required in order for
an Output File to operate on a Computer or other hardware on which the Licensed
Software itself is or may not be installed;

– Intellectual Property Rights: any and all existing and future intellectual,
industrial, commercial and all other property and similar rights including,
without limitation, patent rights, trademark rights, rights on statutory and
commercial denominations, domain names and all other possible rights on signs
used in the course of business to distinguish oneself from others in economic
life, model and design rights, copyrights and neighbouring rights (also as
applied to computer programs and databases), sui generis database rights, rights
on know-how and/or trade secrets as well as all other possible rights on
intellectual creations in the field of literature, arts, technology and/or
science, whether registered or unregistered;

– Licensee or You: the natural or legal person to whom the Licensed Software is
licensed and, as the case may be, the other hsbcad Materials and/or Services
provided by hsbcad and/or Reseller;

– Licensed Software: the specific type(s) of Software licensed to Licensee as
indicated in the Order Confirmation and which may include or be accompanied by
Third Party Software;

– Materials: files, presentations, manuals, memoranda, drawings, illustrations,
sketches, plans, records, documents, notes, specifications, writings, reports,
pieces of work, studies, research results, creations, works of authorship,
databases, compilations, data, products, Software, websites, inventions and
technology;

– Order Confirmation: written confirmation (e.g. email or letter or invoice) as
sent by hsbCAD or Reseller to Licensee and indicating the quantity and price of
the Licensed Software, other hsbcad Materials and/or Services ordered by and
provided to Licensee;

– Output File: Material(s) generated by (or on behalf of) Licensee Using the
Licensed Software, Services, Content and/or other hsbcad Materials;

– Permitted Number: a maximum number (e.g. of authorized and/or concurrent
users, computers, seats, sessions, etc.) applicable to a certain type of license
of the Licensed Software and/or other hsbcad Materials. Such number is
determined by hsbcad and shall be specified in the applicable Order
Confirmation;

– Personnel: Licensee’s individual employees and individual persons who are
independent contractors working on Licensee’s premises and who Use the Licensed
Software only on and through Computers or accounts owned or leased and
controlled by Licensee;

– Reseller: means a distributor or reseller, authorized directly or indirectly
by hsbcad to distribute authentic hsbcad Materials;

– Services: the services (including the results thereof) directly provided or
made available to Licensee by hsbcad under this Agreement, e.g. access,
connecting, support, storage, simulation, testing and/or training services, and
as indicated in the Order Confirmation;

– Software: one or more applications (incl. Software as a Service), computer
programs, functions and/or features of a computer program, computer program
solutions or, as the case may be, one or more modules or components of one or
more of the foregoing, also including Upgrades;

– Territory: the country or countries specified in the Order Confirmation or, if
there is no such Order Confirmation or country specified, the country in which
Licensee acquires a license to the hsbcad Materials. If the Territory is a
Member State of the European Union or the European Free Trade Association,
Territory means all the countries of the European Union and the European Free
Trade Association.

– Third Party Software: Software, the Intellectual Property Rights in which are
not owned by hsbcad or Licensee or any of their Affiliates and which is used in
connection with the performance of obligations under this Agreement or at any
time supplied in connection with or for the purposes of this Agreement;

– Uninstall: to remove or disable a copy of hsbcad Materials from a hard drive
or other storage medium through any means or otherwise to destroy or make
unusable a copy of such hsbcad Materials;

– Upgrade: a full commercial version of Licensed Software which is a successor
to or substitute for a prior release of the same, which may incorporate fixes,
error corrections, patches, service packs and/or updates vis-à-vis such prior
release and for which hsbcad may charge a separate license fee. An Upgrade does
not include Software that hsbcad considers to be a separate Licensed Software
product. Whether Software is an Upgrade or a separate Licensed Software product
is determined by hsbcad at its sole discretion;

– Use/Using: downloading, installing, accessing, executing and/or in any other
way using or benefitting from the features or functionality of;

– Use for Internal Business Needs: Use by Licensee or Licensee’s personnel or
agents or appointees to meet the internal requirements of Licensee’s business in
the ordinary course of such business, provided that it will in no event include
providing or making available any Licensed Software or other hsbcad Materials
(or the features or functionalities thereof) to any third party.

Article 2 : Object of the Agreement
The object of this Agreement is the licensing of Licensed Software and, as the
case may be, the provision of additional hsbcad Materials and/or Services
associated with such Licensed Software, by hsbcad and/or a Reseller, to
Licensee. The specific type(s) of Licensed Software, hsbcad Materials and/or
Services concerned, as well as the description of the same, shall be indicated
in the Order Confirmation.
This Agreement replaces and supersedes any and all prior written and verbal
agreements between hsbcad and Licensee with regard to the subject matter
thereof.

Article 3 : License grant
Subject to the continued compliance by Licensee with all of the terms and
conditions of this Agreement, including the payment of any and all applicable
fees and other amounts due, hsbcad hereby grants to Licensee, who accepts, a
non-exclusive, non-transferable, non-sublicenseable, limited license to Use the
Licensed Software and, as the case may be, the other hsbcad Materials and/or
Services, for Licensee’s Internal Business Needs, within the indicated scope of
the license type indicated in the Order Confirmation and solely within the
Territory and for/by the Permitted Number of authorized/concurrent users,
Computers, seats, sessions, copies, etc. In any case where the Order
Confirmation would not specify a license type or Permitted Number, or there is
no Order Confirmation, the Permitted Number will, by default, be one (1). Any
license is revocable at all times as indicated below.
3.1 General Use. Licensee may Use one (1) copy of the Licensed Software or, as
the case may be, one account for each of the Permitted Number of
authorized/concurrent users, Computers, seats, sessions, copies, etc..
3.2 Secondary Use. As the case may be, the unique user of the Computer on which
the Licensed Software is installed (resp. “Primary User” and “Primary Computer”)
may install a second copy of the Licensed Software for his or her exclusive use
on either a portable Computer or a Computer located at his or her home, provided
that the Licensed Software on the portable or home Computer is not used at the
same time as the Licensed Software on the Primary Computer and both the initial
copy and the secondary copy of the Licensed Software are only used by the unique
Primary User. Licensee may be required to contact hsbcad or Reseller in order to
make a secondary copy.
3.3 Back-up Copy. Licensee may make a reasonable number of back-up copies of the
Licensed Software. Such back-up copies may not be Used for any other than
archiving purposes (i.e. on a back-up storage medium from which the Licensed
Software cannot be accessed), unless and for so long as the primary copy is
inaccessible and inoperable.
3.4 Run-Time Distribution. Licensee may make copies of an End User Product and
the associated hsbcad Run-Time, and distribute those copies freely. However, the
hsbcad Run-Time may never be distributed or Used separately, meaning other than
as bundled with the Output File as part of the End User Product. In addition,
any and all distribution to or Use by a third party to this Agreement of (a copy
of) the End User Product shall be subject to that third party’s prior and
written understanding and agreement that no title to, interest in nor ownership
rights with regard to the hsbcad Run-Time or other hsbcad Materials are licensed
or transferred to them in any way and that the End User Product, including the
hsbcad Run-Time, shall not be reverse compiled or disassembled.
3.5 Content. Unless stated otherwise in the “Read-Me” files associated with
Content, which may include specific rights and restrictions with respect to such
Content, Licensee may display, modify, reproduce and distribute any of the
Content within the framework of its authorized Use of the Licensed Software.
However, Licensee may never distribute, reproduce, communicate to the public or
otherwise commercialize any Content on a stand-alone basis (i.e., in
circumstances in which the Content constitutes the primary value of the product
or information being distributed). Content may not be used in the production,
distribution, communication or use of libellous, defamatory, fraudulent, lewd,
obscene or pornographic material or any material that infringes upon any third
party Intellectual Property Rights or in any other unlawful manner. Licensee may
not claim any Intellectual Property Rights in or with regard to Content or
derivative works thereof. Licensee agrees to indemnify, hold harmless and defend
hsbcad and Reseller from and against any loss, damage, claims or lawsuits,
including attorney’s fees that arise or result from any above-mentioned unlawful
or unauthorized use, reproduction, communication, distribution or
commercialization of Content.
3.6 Authorized Users. Licensee may permit the Licensed Software and other hsbcad
Materials to be Used only by Licensee’s Personnel (except as otherwise
designated in the applicable Order Confirmation), and any such Use will be
subject to any other requirements imposed by this Agreement and the applicable
license type and Permitted Number. Licensee will be responsible for compliance
with this Agreement by Licensee’s Personnel and any other persons who may have
access to or otherwise Use the hsbcad Materials through Licensee (whether or not
such Use is authorized by hsbcad or Reseller or within the scope of the
applicable license type and Permitted Number).
3.7 hsbcad Materials as a Single Product. The hsbcad Materials are licensed to
Licensee as a single product and the applicable components may not be separated
for access or Use (and all such components must be installed and Used on the
same Computer except as authorized in writing by hsbcad or Reseller).
3.8 Effect of Unauthorized Use. Licensee will not engage in, and will not permit
or assist any third party to engage in any of the Uses or activities prohibited
(or any Uses or activities inconsistent with the limitations described) in this
Agreement, in particular in Articles 3 and 5 of this Agreement (collectively,
“Unauthorized Use”). Any such Unauthorized Use shall constitute an infringement
of hsbcad’s (suppliers’) Intellectual Property Rights and a fundamental breach
of this Agreement. Licensee will notify hsbcad promptly of any Unauthorized Use
it may gain knowledge of.

3.9 hsbshare. hsbshare may automatically form part of the hsbcad Materials and
Services provided to Licensees who timely pay their annual maintenance fees to
hsbcad and this without additional payment required from Licensee up to a
storage of 50GB per hsbShare account. Such courtesy inclusion and this Material
and Service shall be strictly limited to such storage limit, be considered as a
trial version and subject to the present terms of agreement, especially Articles
9.1, 15.2 and 16. Licensee acknowledges and agrees that, upon use of hsbshare
beyond the aforementioned limit of 50GB, additional payments may be invoiced by
hsbcad for the same without the need for any prior notice or information in that
regard.

Article 4 : Ownership of Intellectual Property Rights
Licensee acknowledges and agrees that the Licensed Software and other hsbcad
Materials are licensed, not sold, and that rights to Use the same are acquired
only under the license from hsbcad. The Licensed Software and other hsbcad
Materials provided to Licensee by hsbcad or Reseller, as well as any and all
(authorized) copies made thereof by Licensee, are the intellectual property of
and are owned by hsbcad and its suppliers. Consequently, any and all
Intellectual Property Rights related to the Licensed Software and other hsbcad
Materials (including any trade names, trademarks and patents) are exclusively
owned by hsbcad and/or its suppliers. The structure, organization and code of
the Licensed Software are the valuable trade secrets and confidential
information of hsbcad and its suppliers, they may not be disclosed, distributed
or otherwise provided to any third parties and they may be Used only internally
for Licensee’s Internal Business Needs as authorized under this Agreement. The
Licensed Software and other hsbcad Materials are protected by law, including but
not limited to the software and copyright laws of various countries, among which
Titles 5 and 6 of Book X.I of the Belgian Code of Economic Law of 28 February
2013, as well as by international treaty provisions. Except as expressly stated
herein, this Agreement does not in any way grant Licensee any Intellectual
Property Rights in the Licensed Software or other hsbcad Materials, and all
rights not expressly granted are reserved by hsbcad and its suppliers.

Article 5 : Restrictions of Use
5.1 Notices. Licensee may not copy the Licensed Software, except as provided in
Article 3. Any permitted copy of the Licensed Software must contain the same
copyright and other proprietary notices that appear on or in the Licensed
Software.
5.2 No Modifications. Licensee may not modify, adapt or translate the Licensed
Software. Licensee may not reverse engineer, decompile, disassemble or otherwise
attempt to discover the source code of the Licensed Software, except to the
extent explicitly permitted under applicable law to decompile in order to
achieve interoperability with the Licensed Software.
5.3 No Unbundling. The Licensed Software may include various applications,
utilities and components, may support multiple platforms and languages and may
be provided to Licensee on multiple media or in multiple copies. Nonetheless,
the Licensed Software is designed and provided to Licensee as a single product
to be used as a single product on Computers as permitted by this Agreement.
Licensee is not required to use all component parts of the Licensed Software,
but Licensee may not unbundle the component parts of the Licensed Software for
Use on different Computers. Licensee may not unbundle or repackage the Licensed
Software for distribution, transfer or resale.
5.4 No Transfer. LICENSEE MAY NOT RENT, LEASE, SELL, SUBLICENSE, ASSIGN,
TRANSFER OR OTHERWISE COMMERCIALIZE (LICENSEE’S RIGHTS IN OR TO) THE LICENSED
SOFTWARE, NOR AUTHORIZE ANY PORTION OF THE LICENSED SOFTWARE TO BE COPIED ONTO
ANOTHER INDIVIDUAL OR LEGAL ENTITY’S COMPUTER EXCEPT AS MAY BE PERMITTED
EXPLICITLY IN THIS AGREEMENT. Licensee may, however, permanently transfer all of
Licensee’s rights to Use the Licensed Software to another individual or legal
entity (“Transferee”) provided that: (a) Licensee also transfers (i) this
Agreement, (ii) the serial number(s) and the Licensed Software affixed to media
provided by hsbcad or its Reseller and (iii) all other Materials bundled,
packaged or pre-installed with the Licensed Software, including any and all
copies, Upgrades, updates and prior versions to the Transferee; (b) Licensee
retains no Upgrades, updates or copies whatsoever, including backups and copies
stored on a Computer; and (c) the Transferee fully accepts the terms and
conditions of this Agreement and any other terms and conditions under which
Licensee purchased a valid license to the Licensed Software. NOTWITHSTANDING THE
FOREGOING, LICENSEE MAY NOT TRANSFER EDUCATION, PRE-RELEASE, TRIAL OR OTHER NOT
FOR RESALE COPIES OF THE LICENSED SOFTWARE. Prior to a transfer, hsbcad may
require that Licensee and the Transferee confirm in writing their compliance
with this Agreement, provide hsbcad with information about themselves and
register as end-users of the Licensed Software.
5.5 No Circumvention. Licensee may not (i) utilize any equipment, device,
Software, or other means to (or designed to) circumvent or remove any form of
technical protection used by hsbcad or its suppliers in connection with the
hsbcad Materials, or (ii) Use the hsbcad Materials with any product code,
authorization code, serial number, or other copy-protection device not supplied
by hsbcad directly or through a Reseller. Without limiting the generality of the
foregoing, Licensee may not utilize any equipment, device, Software, or other
means to (or designed to) circumvent or remove the hsbcad or its suppliers’
license manager, key or any tool or technical protection measure provided or
made available by hsbcad or its suppliers for managing, monitoring or
controlling Use of hsbcad Materials. Licensee may not utilize any equipment,
device, Software or other means to (or designed to) circumvent or remove any
usage restrictions, or to enable a functionality disabled by hsbcad or its
suppliers. Licensee may not bypass or delete any functionality or technical
limitations of the hsbcad Materials that (or that are designed to) prevent or
inhibit any unauthorized copying or Use.
5.6 Exceptions to Prohibitions. The prohibitions and limitations contained in
this Agreement will not apply to the extent that the applicable law (including,
without limitation, laws implementing EC Directive 91/250 on the legal
protection of computer programs and laws of other jurisdictions relating to
similar subject matter) does not allow such prohibition or limitation to be
enforced. Moreover, this Agreement describes certain legal rights for Licensee.
Licensee may, however, also have other rights under the laws of the state or
country where the hsbcad Materials are acquired, and this Agreement does not
change Licensee’s rights under the mandatory laws of such state or country if
and to the extent the laws of such state or country do not permit this Agreement
to do so. Licensee will bear the burden of proof in demonstrating that
applicable law does not allow enforcement of any such prohibition or limitation
or does not permit this Agreement to change particular rights in such state or
country.
5.7 Use at own discretion and risk. hsbcad specifically disclaims any liability
for any actions, damages or claims resulting from Licensee’s Use of any Services
or hsbcad Materials. Licensee may Use the Services and hsbcad Materials at its
own discretion and risk, and Licensee is solely responsible for any damage to
its computer system or loss of data that results from such Use.

Article 6 : Updates
If the Licensed Software is an Upgrade or update to a previous version of hsbcad
Software, You must possess a valid license to such previous version in order to
Use such Upgrade or update. After You install such update or Upgrade, you may
continue to Use any such previous version in accordance with its agreement only
if (a) the Upgrade or update and all previous versions are installed on the same
Computer, (b) the previous versions or copies thereof are not transferred to
another party or device and (c) you acknowledge that any obligation hsbcad may
have to support or maintain the previous version(s) may be ended upon the (end
of the) availability of the Upgrade or update concerned. No other Use of the
previous version(s) than the one indicated above is permitted after installation
of an update or Upgrade. Upgrades and updates may be licensed to Licensee by
hsbcad under additional or different terms vis-à-vis this Agreement.

Article 7 : Services
hsbcad may provide, and Licensee may elect to receive or benefit from, certain
Services from time to time. Services shall be subject to this Agreement as well
as, as the case may be, to additional hsbcad service terms. Licensee agrees that
if it requests, accepts or makes Use of any Services, Licensee will be bound by
such service terms, as they may be modified from time to time (and such terms,
as so modified from time to time, are a part of and incorporated by reference
into this Agreement) and Licensee explicitly agrees to comply with such terms.
Licensee acknowledges that hsbcad may require a further acceptance of any such
terms as a condition to providing Services.

Article 8 : Warnings
8.1 Extent of hsbcad’s obligations, responsibility of Licensee for choice of
hsbCAD Materials and Output Files and limitations of hsbcad Materials

hsbcad shall provide any and all hsbcad Materials and Services as a professional
and diligent provider in accordance with the state of the art and the standards
applicable in the industry. hsbcad’s obligations with regard to the provision of
such hsbcad Materials and/or Services are means-driven obligations (“obligations
de moyens/middelenverbintenissen”). Licensee acknowledges and agrees that
Licensee has chosen any and all hsbcad Materials and Services to be licensed
and/or provided by hsbcad to Licensee freely, under Licensee’s own
responsibility and choice among the various available options, in view of the
technical qualities and specifications required by Licensee as well as according
to Licensee’s current and anticipated needs. Licensee has made such choice in
consideration of Licensee’s own requirements, albeit upon advice or suggestion
by hsbcad, as the case may be, but without any further intervention of hsbcad,
whom Licensee discharges from any and all responsibility or liability in this
respect, and with full knowledge of the advantages and limitations of all hsbcad
Materials and Services. Licensee indeed acknowledges that Licensee has taken
note of the technical specifications and operating procedures prior to ordering
any hsbcad Materials and/or Services, and Licensee acknowledges that the
technical and functional features of such hsbcad Materials and/or Services meet
Licensee’s current needs and those that Licensee can reasonably foresee to arise
in the future in that regard. hsbcad cannot be held liable for latent problems
or defects in hsbcad Materials or Services, nor for any direct or consequential
damages resulting therefrom, except for damages caused by hsbcad’s gross
negligence or fraud.

The hsbcad Materials are commercial professional tools intended to be used by
trained and specialized professionals only. Particularly in the case of
commercial professional use, the Licensed Software, Content and other hsbcad
Materials can never be considered to be a substitute for Licensee’s professional
judgment or independent testing, calculations, measurements and simulations. The
hsbcad Materials are intended only to assist Licensee with its design,
visualization, analysis, simulation, estimation, testing and/or other activities
and are not a substitute for Licensee’s own independent design, analysis,
simulation, calculation, estimation, measurement, testing, geometry efforts
and/or other activities, including those with respect to product stress,
stability, interoperability, interconnectivity, safety and utility. Due to the
large variety of potential applications for the hsbcad Materials, they have not
been tested in all situations under which they may be used. Licensee hereby
acknowledges and agrees that hsbcad will not be liable in any manner whatsoever
for any use made of hsbcad Materials by Licensee, nor for any Output File, End
User Product or other result obtained through any Use of the hsbcad Materials,
nor for any constructions, models, drawings, devices, objects or buildings
created, printed or otherwise brought to life with the help of or based upon any
hsbcad Materials or Output Files or End User Products. Persons using hsbcad
Materials are responsible for the supervision, (double-)checking, management,
verification and control of the hsbcad Materials and any Output Files or End
User Products before implementing them. This responsibility includes, without
being limited thereto, the determination of appropriate uses for the hsbcad
Materials and the selection of the same and other computer programs and
Materials to help achieve intended results. Persons using the hsbcad Materials
are also responsible for establishing the adequacy of independent procedures for
testing the reliability, accuracy, completeness and other characteristics of any
Output File or End User Product, including, without limitation, all items,
drawings, simulations and other Materials designed or created with the
assistance of the hsbcad Materials, especially as regards constructions,
buildings and other accuracy- and stability-sensitive objects and properties.
Licensee further acknowledges and agrees that the hsbcad Materials will form
part of Licensee’s global unique hardware and software environment to deliver
specific functionality, and that the hsbcad Materials may not achieve the
results Licensee desires or intended within Licensee’s design, analysis,
simulation, estimation, and/or testing constraints in that regard.
8.2 Storage. When the Services provide storage, We recommend that You continue
to back up your Output Files, content and other relevant data regularly. We may
create reasonable technical limits on your Output Files, content and/or data,
such as limits on file size, storage space, processing capacity, and other
technical limits. We may suspend the Services until you are within the storage
space limit associated with your account.
8.3 Connectivity and Online Services. Certain hsbcad Materials or Services may
facilitate, require or rely upon Licensee’s access to and Use of Materials,
Software and/or Services that are hosted on or offered via websites maintained
by hsbcad or a third party (“Online Services”). In some cases, such Online
Services may appear to be a feature or function within, or extension of, the
hsbcad Materials on Licensee’s Computer even though hosted on such websites.
Accessing such Online Services and use of any hsbcad Materials in connection
with them may cause Licensee’s Computer, without additional notice, to connect
automatically to the Internet (transitorily, intermittently or on a regular
basis) and to communicate with a hsbcad or third-party website, Online Service
or Software. Such connectivity and communication is governed by the terms
(including disclaimers and notices) found on such websites or otherwise
associated with the relevant Online Services. hsbcad does not control, endorse
or accept any responsibility for any such third-party websites or Online
Services. Any dealings between Licensee and a third party in connection with
such websites and/or Online Services, including delivery of and payment for
goods and services and any other terms, conditions, warranties or
representations associated with such dealings, are solely between Licensee and
such third party. hsbcad may at any time, for any reason, modify or discontinue
the availability of any website or Online Service. EXCEPT AS EXPRESSLY AGREED BY
HSBCAD OR ITS AFFILIATES OR A THIRD PARTY IN A SEPARATE AGREEMENT, YOUR USE OF
WEBSITES AND ONLINE SERVICES IS AT YOUR OWN RISK UNDER THE WARRANTY AND
LIABILITY LIMITATIONS OF SECTIONS 8, 9 AND 10.
8.4 Disabling Access. LICENSEE ACKNOWLEDGES AND AGREES THAT INSTALLATION OF AND
ACCESS TO LICENSED SOFTWARE AND HSBCAD MATERIALS MAY BE DISABLED BY THE
ACTIVATION, SECURITY, AND TECHNICAL PROTECTION MECHANISMS IF LICENSEE TRIES TO
TRANSFER ALL OR A PART OF THE LICENSED SOFTWARE OR HSBCAD MATERIALS TO ANOTHER
COMPUTER, IF LICENSEE TAMPERS WITH THE TECHNICAL PROTECTION MECHANISMS OR
DATE-SETTING MECHANISMS ON A COMPUTER OR IN THE LICENSED SOFTWARE OR HSBCAD
MATERIALS, IF LICENSEE USES THE LICENSED SOFTWARE OR HSBCAD MATERIALS PAST AN
APPLICABLE SUBSCRIPTION OR LICENSING PERIOD OR FIXED TERM, OR IF LICENSEE
UNDERTAKES CERTAIN OTHER ACTIONS THAT AFFECT THE SECURITY MODE OR UNDER OTHER
CIRCUMSTANCES AND THAT, IN ANY SUCH EVENT, LICENSEE’S ACCESS TO LICENSEE’S WORK
PRODUCT, OUTPUT FILES, END USER PRODUCTS AND OTHER DATA MAY BE AFFECTED.
8.5 Taxes, third-party fees and collection. You must pay any applicable taxes,
and any applicable third-party fee (including, for example, telephone toll
charges, mobile carrier fees, ISP charges, data plan charges, credit card fees,
foreign exchange fees, etc.). We are not responsible for these fees. We may take
steps to collect any fees you owe us. You are responsible for all related
collection costs and expenses.

Article 9 : Limited Warranty
9.1 Except as may be otherwise provided for in this Agreement, hsbcad warrants,
to the natural or legal person that first purchases a license for the Licensed
Software for Use pursuant to the terms of this Agreement, that the Licensed
Software will provide the general features and functions described in the
Documentation for the ninety (90) day period following delivery of the Licensed
Software (“Warranty Period”) when Used on the recommended operating systems and
hardware configurations. Non-substantial variation of performance from the
Documentation does not establish any warranty right. THIS LIMITED WARRANTY DOES
NOT APPLY TO (MEANING THERE IS NO WARRANTY FOR) PATCHES, PRE-RELEASE (BETA),
TRIAL, TRYOUT, STARTER, EVALUATION, PRODUCT SAMPLER OR NOT FOR RESALE (NFR)
VERSIONS OR COPIES OF ANY LICENSED SOFTWARE, NOR TO/FOR WEBSITES OR ONLINE
SERVICES. All warranty claims must be made, along with proper proof of purchase,
to hsbcad within the aforementioned ninety (90) day period. hsbcad’s entire
liability and Licensee’s exclusive remedy during the Warranty Period (“Limited
Warranty”) will be, with the exception of any statutory warranty or remedy that
cannot be excluded or limited under mandatory law, at hsbcad’s option, (i) to
attempt to correct or work around errors, if any, or (ii) to refund the license
fees, if any, paid by Licensee during the calendar year in which the warranty
claim was made, and terminate this Agreement or the license specific to such
Licensed Software. Any refund is conditioned upon the return to hsbcad or, as
the case may be, the deletion, during the Warranty Period, of all of the hsbcad
Materials received or Used. THE LIMITED WARRANTY SET FORTH IN THIS SECTION GIVES
LICENSEE SPECIFIC LEGAL RIGHTS. LICENSEE MAY HAVE ADDITIONAL RIGHTS UNDER LAW
WHICH MAY VARY FROM JURISDICTION TO JURISDICTION. HSBCAD DOES NOT SEEK TO LIMIT
LICENSEE’S WARRANTY RIGHTS TO ANY EXTENT NOT PERMITTED BY MANDATORY LAW.
9.2 To the extent that the Use of Licensed Software requires the Use of
Third-Party Software, Materials or Services, Licensee acknowledges that any such
Third-Party Software, Materials and Services are subject to – and Licensee shall
fully comply with – the relevant third party’s terms and conditions. Any implied
or express warranty with regard to such Third-Party Software or Services shall
be strictly limited to the warranties given by that third party to hsbcad
(back-to-back). In addition, Licensee will take sole responsibility for
obtaining and complying with any and all licenses that may be necessary to use
any Third-Party Software, Materials or Services. Licensee acknowledges and
agrees that hsbcad has no responsibility for, and makes no representations or
warranties regarding such Third-Party Software, Materials or Services or
Licensee’s use of the same.
9.3 Disclaimer. EXCEPT FOR THE EXPRESS LIMITED WARRANTY PROVIDED IN SECTION 9.1
ABOVE (LIMITED WARRANTY), AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,
HSBCAD, ITS AFFILIATES, RESELLERS AND SUPPLIERS MAKE, AND LICENSEE RECEIVES, NO
WARRANTIES, REPRESENTATIONS, OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED
(INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT, OR WARRANTIES OTHERWISE
IMPLIED BY STATUTE OR FROM A COURSE OF DEALING OR USAGE OF TRADE) WITH RESPECT
TO ANY HSBCAD MATERIALS OR SERVICES. ANY DATA, IMAGES, STATEMENTS OR
REPRESENTATIONS ABOUT HSBCAD, ITS AFFILIATES OR RESELLERS OR ABOUT OR IN HSBCAD
MATERIALS AND THEIR FEATURES OR FUNCTIONALITY OR ANY COMMUNICATION WITH LICENSEE
ARE FOR INFORMATION PURPOSES ONLY, AND DO NOT CONSTITUTE ANY WARRANTY,
REPRESENTATION OR CONDITION. WITHOUT LIMITING THE FOREGOING, HSBCAD, ITS
AFFILIATES, RESELLERS AND SUPPLIERS DO NOT WARRANT: (A) THAT THE OPERATION OR
OUTPUT OF THE LICENSED SOFTWARE OR (ONLINE) SERVICES WILL BE UNINTERRUPTED,
ERROR-FREE, ACCURATE, RELIABLE OR COMPLETE, WHETHER OR NOT UNDER LICENSE OR
SUPPORT BY HSBCAD, A RESELLER OR ANY THIRD PARTY; (B) THAT ERRORS WILL BE
CORRECTED BY HSBCAD OR ANY THIRD PARTY; OR (C) THAT HSBCAD OR ANY THIRD PARTY
WILL RESOLVE ANY PARTICULAR SUPPORT REQUEST OR THAT SUCH RESOLUTION WILL MEET
LICENSEE’S REQUIREMENTS OR EXPECTATIONS.
ACCESS TO ANY WEBSITES AND/OR ONLINE SERVICES SHALL BE “AS-IS”, WITH ALL FAULTS
AND ERRORS AND IMPERFECTIONS, AND HSBCAD, ITS AFFILIATES, RESELLERS AND
SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES, CONDITIONS, REPRESENTATIONS OR
TERMS, EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR
OTHERWISE AS TO ANY MATTER, INCLUDING BUT NOT LIMITED TO PERFORMANCE, SECURITY,
NON-INFRINGEMENT OF THIRD PARTY RIGHTS, INTEGRATION, MERCHANTABILITY, QUIET
ENJOYMENT, SATISFACTORY QUALITY OR FITNESS FOR ANY PARTICULAR PURPOSE.
NOTHING IN THE FOREGOING RESTRICTS THE EFFECT OF WARRANTIES OR CONDITIONS WHICH
MAY BE IMPLIED BY LAW WHICH CANNOT BE EXCLUDED, RESTRICTED OR MODIFIED
NOTWITHSTANDING A CONTRACTUAL RESTRICTION TO THE CONTRARY.

Article 10 : Limitations of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL hsbcad, ITS AFFILIATES,
SUPPLIERS, DIRECTORS OR RESELLERS BE LIABLE FOR:
(A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL
DAMAGES (WHICH SHALL INCLUDE CLAIMS BY THIRD PARTIES), NOR FOR
(B) ANY LOSS OF USE, DATA, BUSINESS OR PROFITS, ANY BUSINESS INTERRUPTION OR
FAILURE TO MEET ANY DEADLINE OR DUTY OF CARE, REGARDLESS OF THE LEGAL THEORY
INVOKED IN THIS REGARD.
THIS WILL BE REGARDLESS OF WHETHER OR NOT HSBCAD OR ANY OF ITS AFFILIATES,
SUPPLIERS, DIRECTORS OR RESELLERS HAS BEEN WARNED OF THE POSSIBILITY OF SUCH
DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
IN ADDITION, THE AGGREGATE LIABILITY OF hsbcad, ITS AFFILIATES, RESELLERS,
DIRECTORS AND SUPPLIERS ARISING OUT OF, OR IN RELATION TO THIS AGREEMENT OR ANY
hsbcad MATERIALS OR SERVICES WILL NOT EXCEED THE AMOUNT PAID OR PAYABLE BY
LICENSEE FOR SUCH MATERIALS OR SERVICES IN THE YEAR IN WHICH THE FACT OR
CIRCUMSTANCE ON WHICH ANY LIABILITY CLAIM IS BASED HAS OCCURRED OR TAKEN PLACE.
THESE LIMITATIONS AND EXCLUSIONS OF LIABILITY MAY NOT BE VALID IN SOME
JURISDICTIONS. THEY SHALL NOT APPLY IN THE EVENT OF DEATH OR PERSONAL INJURY
RESULTING FROM hsbcad’s GROSS NEGLIGENCE OR TO ANY LOSS OR DAMAGES DIRECTLY
ARISING OUT OF OR RESULTING FROM hsbcad’S WILFUL MISCONDUCT OR FRAUD (TORT OF
DECEIT). hsbcad IS ACTING ON BEHALF OF ITS AFFILIATES, DIRECTORS, RESELLERS AND
SUPPLIERS FOR THE PURPOSES OF DISCLAIMING, EXCLUDING AND LIMITING OBLIGATIONS,
WARRANTIES AND LIABILITY, BUT IN NO OTHER RESPECTS AND FOR NO OTHER PURPOSES.

Article 11 : term and termination
11.1 Term. Each license under this Agreement, with respect to each specific
Licensed Software covered by this Agreement, will become effective as of the
latest to occur of: (a) this Agreement becoming effective, (b) payment by
Licensee of the applicable fees, excluding licenses (such as evaluation
licenses) where no fees are required, OR (c) delivery of the specific Licensed
Software. Unless indicated otherwise in the Order Confirmation, the term of the
license will be indefinite. Each party may terminate this Agreement, Licensee’s
license as to Licensed Software and/or the provision of (Online) Services if the
other party is in breach of this Agreement and fails to cure such breach within
ten (10) days after written notice in that regard. In addition, hsbcad may, as
an alternative to termination, suspend Licensee’s license as to the Licensed
Software or other hsbcad Materials or the provision of (Online) Services, other
hsbcad obligations or Licensee rights under this Agreement, if Licensee fails to
make a payment due or otherwise fails to comply with the provisions of this
Agreement or other terms relating to any such license, (Online) Services, or
other associated Materials. hsbcad may also terminate this Agreement if Licensee
becomes subject to bankruptcy proceedings, becomes insolvent or makes an
arrangement with Licensee’s creditors or if hsbcad elects to discontinue the
Licensed Software or Services in whole or in part (e.g. if it becomes
impractical for us to continue offering these in your region due to change of
law)). This Agreement will terminate automatically without further notice or
action by hsbcad if Licensee goes into liquidation. Licensee acknowledges and
agrees that hsbcad may assign, transfer and/or subcontract any of its rights or
obligations under this Agreement. In any case, irrespective of any breach or
specific situation or not, and without having to give any reason therefor,
hsbcad shall have the right to terminate this Agreement, Licensee’s license as
to hsbcad Materials and/or the provision of (Online) Services upon 30 days’
written notice by registered letter or email with read receipt. The termination
will be effective on the 31st day following the date on which the registered
letter or email was sent.
11.2 Effect of Termination of Agreement or License. Upon termination or
expiration of this Agreement, any and all licenses granted hereunder will
terminate. Upon termination or expiration of one or more licenses granted to
Licensee, Licensee must cease all use of hsbcad Materials to which such licenses
apply and Uninstall all copies of such hsbcad Materials. At hsbcad’s first
request, Licensee shall destroy or return to hsbcad any and all such hsbcad
Materials. hsbcad reserves the right to require Licensee to show satisfactory
proof that all copies of the hsbcad Materials have been Uninstalled and, if so
requested by hsbcad, destroyed or returned to hsbcad.
11.3 Survival. Sections 4, 5, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18 and 19
will survive any termination or expiration of this Agreement or of a license.
However, any such survival will not imply or create any continued right to use
the Licensed Software or other hsbcad Materials after termination or expiration
of this Agreement.

Article 12 : Export Rules
You agree that the Licensed Software will not be shipped, transferred or
exported into any country or used in any manner prohibited by the United States
Export Administration Act or by any other export laws, restrictions or
regulations (collectively the “Export Laws”). In addition, if the Licensed
Software is identified as an export controlled item under the Export Laws, You
represent and warrant that You are not a citizen of, or located within, an
embargoed or otherwise restricted nation (including without limitation Iran,
Syria, Sudan, Libya, Cuba and North Korea) and that You are not otherwise
prohibited under the Export Laws from receiving the Licensed Software. All
rights to Use the Licensed Software are granted on condition that such rights
are forfeited if You fail to comply with the terms of this Agreement.

13. Notice to U.S. Government End Users.
13.1 Commercial Items. The Licensed Software and Documentation are “Commercial
Item(s),” as that term is defined at 48 C.F.R. Section 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. Sections 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.
13.2 U.S. Government Licensing of hsbcad Technology. You agree that when
licensing hsbcad Software for acquisition by the U.S. Government, or any
contractor therefore, you will license consistent with the policies set forth in
48 C.F.R. Section 12.212 (for civilian agencies) and 48 C.F.R. Sections
227-7202-1 and 227-7202-4 (for the Department of Defense). For U.S. Government
End Users, hsbcad 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
will be incorporated by reference in this agreement.

Article 14 : Privacy
hsbcad’s privacy policy shall govern any personal data provided to hsbcad by
Licensee.

Article 15 : Specific Provisions for Beta and Trial versions
15.1 Pre-release or Beta Version. If the Licensed Software or any other hsbcad
Material is a pre-commercial release or beta version (“Pre-release Software”),
then this Section applies. The Pre-release Software is a pre-release version,
does not represent the final product from hsbcad, and may contain bugs, errors
and other problems that could cause system or other failures and data loss.
hsbcad may never commercially release the Pre-release Software. If You received
the Pre-release Software pursuant to a separate written agreement, Your use of
the Software is also governed by such agreement. You will return or destroy all
copies of Pre-release Software upon first request by hsbcad or upon hsbcad’s
commercial release of such Software. YOUR USE OF PRE-RELEASE SOFTWARE IS AT YOUR
OWN RISK. SEE SECTIONS 8, 9 AND 10 FOR WARRANTY DISCLAIMERS AND LIABILITY
LIMITATIONS WHICH GOVERN PRE-RELEASE SOFTWARE. ACCESS TO AND USE OF ANY OUTPUT
FILES OR OTHER DATA CREATED WITH SUCH SOFTWARE OR ANY PRODUCT ASSOCIATED WITH
SUCH SOFTWARE IS ENTIRELY AT YOUR OWN RISK.
15.2 Trial version. If the Licensed Software is a trial, tryout, starter or
product sampler version (“Tryout Software”), then this Section applies. The
Tryout Software may contain limited functionality and is to be used for
demonstration and evaluation purposes only and not for your commercial purposes.
YOUR USE OF TRYOUT SOFTWARE IS AT YOUR OWN RISK. SEE SECTIONS 8, 9 AND 10 FOR
WARRANTY DISCLAIMERS AND LIABILITY LIMITATIONS WHICH GOVERN TRYOUT SOFTWARE.
ACCESS TO AND USE OF ANY OUTPUT FILES OR OTHER DATA CREATED WITH SUCH SOFTWARE
OR ANY PRODUCT ASSOCIATED WITH SUCH SOFTWARE IS ENTIRELY AT YOUR OWN RISK.

Article 16 : Your content, account and use
16.1 Ownership and license of your content. You retain all rights and ownership
of your Output content. We do not claim any ownership to your content. However,
we require certain licenses from You to your content to operate and enable the
Services. When You upload content to the (Online) Services, you grant us a
non-exclusive, worldwide, unlimited, royalty-free, sublicensable, and
transferrable license to use, reproduce, publicly display, distribute, modify
(so as to better showcase your content, for example), publicly perform and
translate the content as needed in response to user-driven actions (such as when
you choose to store privately or share your content with others). This license
is only for the purpose of operating or improving the Services.
16.2 Sharing your content. Some (Online) Services may provide features that
allow you to Share your content with other users or to make it public. “Share”
means to email, post, transmit, upload, or otherwise make available (whether to
us or other users) through your use of the (Online) Services. Other users may
use, copy, modify, or re-share your content in many ways. Please consider
carefully what you choose to Share or make public as you are entirely
responsible for the content that you Share. We do not monitor or control what
others do with your content. You are responsible for determining the limitations
that are placed on your content and for applying the appropriate level of access
to your content. If you do not choose the access level to apply to your content,
the system may default to its most permissive setting. It’s your responsibility
to let other users know how your content may be shared and adjust the setting
related to accessing or sharing of your content.
16.3 Termination of License. You may revoke this license to your content and
terminate our rights at any time by removing your content from the (Online)
Service. However, some copies of your content may be retained as part of our
routine backups.
16.4 Feedback. You have no obligation to provide us with ideas, suggestions, or
proposals (“Feedback”). However, if you submit Feedback to us, then You grant us
a non-exclusive, worldwide, unlimited, royalty-free license that is
sublicensable and transferrable, to make, use, sell, have made, offer to sell,
import, reproduce, publicly display, distribute, modify, and publicly perform
the Feedback.
16.5 Account Responsibility. You are responsible for all activity that occurs
via your account. Please notify hsbcad immediately if you become aware of any
unauthorized use of your account. You may not (a) Share your account information
(except with an authorized account administrator) or (b) use another person’s
account. Your account administrator may use your account information to manage
your use and access to the (Online) Services.
16.6 User Conduct. You must use the (Online) Services responsibly. You must not
misuse the (Online) Services, Licensed Software or Materials that we provide to
You. This includes a prohibition to do the following:
(a) copy, modify, host, stream, sublicense, or resell the (Online) Services,
Licensed Software or other hsbcad Materials;
(b) enable or allow others to Use the Online) Services, Licensed Software or
other hsbcad Materials via your account information;
(c) use the hsbcad Materials included in the (Online) Services to construct any
kind of database;
(d) access or attempt to access the (Online) Services by any means other than
the interface we provided or authorized;
(e) circumvent any access or use restrictions put into place to prevent certain
uses of the (Online) Services
(f) Share content or engage in behavior that violates anyone’s Intellectual
Property Rights;
(g) Share any content that is unlawful, harmful, threatening, abusive, tortious,
defamatory, libelous, vulgar, lewd, profane, invasive of another’s privacy, or
hateful;
(h) impersonate any person or entity, or falsely state or otherwise misrepresent
your affiliation with a person or entity;
(i) attempt to disable, impair, or destroy the (Online) Services, Licensed
software or hardware;
(j) disrupt, interfere with, or inhibit any other user from using the (Online)
Services;
(k) place an advertisement of any products or services in the (Online) Services;
(m) use any data mining or similar data gathering and extraction methods in
connection with the (Online) Services; or
(n) violate applicable law.
16.7 Your warranty and indemnification obligations. By uploading your content to
the (Online) Services, You acknowledge and agree that you have: (a) all
necessary licenses and permissions, to Use and Share your content and (b) the
rights necessary to grant the licenses in these terms. You will indemnify us and
our subsidiaries, Affiliates, officers, agents, employees, partners, Resellers,
Suppliers and licensors from any claim, demand, loss or damages, including
reasonable attorneys’ fees, arising out of or related to Your content, Your Use
of the (Online) Services or Licensed Software, or Your violation of any of the
terms of this Agreement.

Article 17 : Compliance with Licenses
If You are a business, company, or organization, then we may, no more than once
every 12 months, upon seven 7 days’ prior notice to You, appoint our personnel
or an independent third party auditor who is obliged to maintain confidentiality
to inspect (including manual inspection, electronic methods, or both) your
records, systems, and facilities to verify that your installation and Use of any
and all hsbcad Software or Services is in conformity with its valid licenses
from us. Additionally, You will provide us with all records and information
requested by us in order to verify that its installation and Use of any and all
hsbcad Software and Services is in conformity with your valid licenses from us
within 30 days of our request. If hsbcad determines that Licensee’s use is not
in conformity with the Agreement, Licensee will obtain immediately and pay for a
valid license to bring Licensee’s Use into compliance with this Agreement and
other applicable terms and pay the reasonable costs of the audit. In addition to
such payment rights, hsbcad reserves the right to seek any other remedies and
damages.

Article 18 : Applicable law and jurisdiction
This Agreement shall be governed by and construed in accordance with Belgian
law. No effect shall be given to any other choice of law or to any
conflict-of-laws rules or provisions (Belgian, foreign or international), that
would result in the application of the laws of any country other than Belgium.
Any dispute concerning the validity, interpretation, enforcement, performance or
termination of this Agreement shall be submitted to the exclusive jurisdiction
of the Ghent courts, subject to the right of hsbcad to refer the dispute to any
other court having jurisdiction pursuant to the Belgian Judicial Code.
Article 19 : General provisions
19.1 Notices. Notices in connection with this Agreement by either party will be
in writing and will be sent by electronic mail, postal service, or a delivery
service (such as UPS, FedEx or DHL), except that Licensee may not provide notice
to hsbcad of an hsbcad breach or provide notice of termination of this Agreement
by electronic mail. Notices from hsbcad to Licensee will be effective (a) in the
case of notices by email, one (1) day after sending to the email address
provided to hsbcad, or (b) in the case of notices by mail or delivery service,
five (5) days after sending by regular post or delivery service to the address
provided to hsbcad.
19.2 No Assignment, Insolvency. Except as otherwise explicitly provided in the
present Agreement, Licensee may not assign this Agreement or any rights
hereunder (whether by purchase of stock or assets, merger, change of control,
operation of law, or otherwise) without hsbcad’s prior written consent, which
may be withheld in hsbcad’s sole and absolute discretion, and any purported
assignment by Licensee in violation of this section will be null and void. In
the context of any bankruptcy or similar proceeding, this Agreement is and will
be treated as an executory contract and may not be assigned without hsbcad’s
prior written consent, which may be withheld in hsbcad’s sole and absolute
discretion.
19.3 hsbcad’s Affiliates. Licensee acknowledges and agrees that hsbcad may
arrange to have its Affiliates engage in activities in connection with this
Agreement, including, without limitation, delivering hsbcad Materials and
providing Services, provided that hsbcad will remain subject to the obligations
of hsbcad under this Agreement. Licensee also agrees that hsbcad’s Affiliates
may enforce (including taking actions for breach of) this Agreement.
19.4 Severability. If and to the extent any provision of this Agreement is held
illegal, invalid or unenforceable in whole or in part under applicable law, such
provision or such portion thereof will be ineffective as to the jurisdiction in
which it is illegal, invalid or unenforceable to the extent of its illegality,
invalidity or unenforceability and will be deemed modified to the extent
necessary to conform to applicable law so as to give the maximum effect to the
intention of the parties. The illegality, invalidity or unenforceability of such
provision in that jurisdiction will not in any way affect the legality, validity
or enforceability of the remainder of this Agreement, nor of such provision or
any other provision of this Agreement in any other jurisdiction. The parties
shall mutually agree to replace the invalid provision(s), by means of an
amendment, by a provision that achieves the same economic purpose of the invalid
provision(s) as closely as possible.
19.5 No Waiver. No term or provision of this Agreement will be considered
waived, and no breach excused, unless such waiver is in writing signed on behalf
of the party against which the waiver is asserted. No waiver (whether express or
implied) will constitute consent to, waiver of, or excuse of any other,
different or subsequent breach.
19.6 Language. The English language version of this Agreement is legally binding
in case of any inconsistencies between the English version and any translations.
19.7 Force Majeure. hsbcad shall not be liable for any non-compliance or late or
incomplete compliance with its obligations if such is caused by force majeure
and hsbcad shall be exempt from performing such obligations for the duration and
extent of the force majeure. By force majeure is meant the concept as it is
generally construed and recognized by Belgian case law and doctrine. In
addition, hsbcad will not be responsible or have any liability for any delay or
failure to perform to the extent due to unforeseen circumstances or causes
beyond its reasonable control, including, without limitation, acts of God;
earthquake; fire; flood; weather conditions; embargoes; strikes, lockouts or
other labor disturbances; civil unrest; protests; latent defects; failure,
unavailability or delay of suppliers, licensors, systems and/or services; riots;
terrorism or terrorist acts; war; failure or interruption of the Internet or
third party Internet connection(s), services or infrastructure; power failures;
acts of civil and military authorities, severe weather conditions and any delay
in works carried out by Licensee or any person on behalf of Licensee for any
reason whatsoever .
19.8 U.S. Government Rights. All hsbcad Materials provided to any U.S.
Government department or service are provided with the same commercial license
rights and restrictions described herein.
19.9 Entire Agreement. This Agreement – as the case may be, together with any
other contractual or other document duly emanating from and communicated by
hsbcad to Licensee – constitutes the entire agreement between the parties (and
merges and supersedes any prior or contemporaneous agreements, discussions,
communications, agreements, representations, warranties, advertising or
understandings) with respect to the subject matter hereof. The parties
acknowledge that, in entering into this Agreement, they are not relying on any
agreements, discussions, communications, agreements, representations,
warranties, advertising or understandings other than as expressly set forth in
this Agreement. Terms stipulated by Licensee in any communication by Licensee
which purport to vary this Agreement or impose such other terms will be void and
of no effect, unless agreed in a writing signed by an authorized representative
of hsbcad. Any other modifications or additions to this Agreement will also be
invalid unless agreed to in a writing signed by an authorized representative of
hsbcad. In general, hsbcad shall under no circumstances be bound by any document
– other than this Agreement or another document duly emanating from and
communicated by hsbcad to Licensee – that is not signed by one of its directors
or another person duly and explicitly mandated by such director(s) to do so.
19.10 Modification. We may modify, update, or discontinue the (Online) Services,
Licensed Software (including any of their portions or features) or other hsbcad
Materials or Services at any time without liability to You or anyone else.
However, we will make reasonable effort to notify You before we make the change.
We will also allow you a reasonable time to download your content. If we
discontinue a Service in its entirety, then we will provide you with a pro rata
refund for any unused fees for that Service that you may have prepaid.

Article 20 : Invoicing and payments
Licensee acknowledges and agrees that invoices issued or generated by hsbcad may
be based partially or entirely upon licensing or other reports drawn or
extracted from the ‘fingerprinting’ or other database or system used by hsbcad
to monitor licenses, grant access for Licensees and/or otherwise generate
overviews or collections of data about Licensees, active licenses, hsbcad
Materials and/or Services. Licensee acknowledges and agrees that it has access
to its account with such database or system, and will deactivate any licensing
options for which it has no use or desire to pay. If Licensee fails to
deactivate or otherwise opt out of such options or licenses, full payment for
the same shall be due.

Any and all amounts due in the framework of this Agreement shall be payable in
full in Euro, within 30 days of the date of invoice, and by transfer on the bank
account as last communicated by hsbcad. Any fees, costs or taxes associated with
such bank transfer shall be borne by Licensee. No fees, costs or taxes shall be
deductible from any amounts due to hsbcad. In the event of non-payment of any
amount by the due date thereof or other failure to comply with the provisions of
this Agreement or other terms governing Licensee’s relationship with hsbcad,
hsbcad may suspend or terminate, at its sole discretion, Licensee’s license(s),
rights of use, benefits and/or the provision of any (Online) Services, hsbcad
Materials, products and/or other hsbcad obligations or performances.
Furthermore, a lump sum indemnity of 15% of the due principal amount, with a
minimum of EUR 500, shall be payable ipso jure (“van rechtswege/de plein droit”)
on any amounts not paid by their due date, and interests of 1 % per month shall
in addition be fully due on such overdue amounts per commenced calendar month as
from their due date (indemnity for a full month is due for every month that has
begun). Payments beyond the due date shall first be charged on the lump sum
indemnity to be paid, then on the interests due and only then on the principal
amounts due. In case legal proceedings and/or legal professional counsel
services need to be initiated/called upon in order to recover any due amounts,
Licensee hereby acknowledges and agrees that it shall reimburse such legal costs
and fees, with a minimum of EUR 500.

Licensee

Date:

Name :

Company:
‍
Adress:

Email:

Signature:

‍

Flexible offsite construction software
Whatever you design is manufactured, assembled & BIM-compliant.

We have 30 years experience in best in class software for Stickframe, Carpentry,
CLT, SIP, Prefab, Log, Metalframe and other businesses.
Discover solutions

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Different offsite businesses
Discover what hsbcad can do for your business

 * Small & Medium Scale
   Automation of the detailing process
 * Industrial & Large scale
   Get productivity gains for all departments
 * Creative & Unique
   Get full flexibility in detailing design

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Our solutions
Turbocharged solutions on Autodesk™ software,
the global standard for CAD / CAM & BIM
1. Design
Made for designers who want to enjoy a fully flexible solution within Revit or
AutoCAD.
Solutions
for
Integrated within your Revit software
Solutions
for
Integrated within your AutoCAD software
hsb
Design
hsb
Design
Our platform for detailing offsite building projects, supporting a broad range
of toolsets, each fine-tuned towards a specific offsite building technique.
for
hsb
Timber
hsb
Timber
Toolset for timber components consisting of interlocked or connected timber
constructions, usable for a total building or for sub-parts. Compliant with the
requirements of high-end detailing and premium craftsmanship.

hsb
StickFrame
hsb
StickFrame
Toolset for wood components connected together to form open or closed stick
framed walls, to complete the design as needed for manufacturing.

hsb
CLT
hsb
CLT
Toolset for CLT wall, roof or floor panels (lamella layers of “cross laminated
timber” that form high density panels), to complete the design as needed for
manufacturing.

hsb
FloorElement
hsb
FloorElement
Toolset for wood or metal components connected together to form floor elements,
to complete the design as needed for manufacturing.

hsb
RoofElement
hsb
RoofElement
Toolset for wood or metal components connected together to form roof elements,
to complete the design as needed for manufacturing.
Coming soon
Discover solutions for Revit
hsb
Design
for
hsb
Design
Our platform for detailing offsite building projects, supporting a broad range
of toolsets, each fine-tuned towards a specific offsite building technique.
hsb
Timber
hsb
Timber
Toolset for timber components consisting of interlocked or connected timber
constructions, usable for a total building or for sub-parts. Compliant with the
requirements of high-end detailing and premium craftsmanship

hsb
StickFrame
hsb
StickFrame
Toolset for wood components connected together to form open or closed stick
framed walls, to complete the design as needed for manufacturing.

hsb
RoofElement
hsb
RoofElement
Toolset for wood or metal components connected together to form roof elements,
to complete the design as needed for manufacturing.

hsb
FloorElement
hsb
FloorElement
Toolset for wood or metal components connected together to form floor elements,
to complete the design as needed for manufacturing.

hsb
SIP
hsb
SIP
Toolset for wall, roof or floor SIP-panels (Structural Insulated Panels), to
complete the design as needed for manufacturing.

hsb
CLT
hsb
CLT
Toolset for CLT wall, roof or floor panels (lamella layers of “cross laminated
timber” that form high density panels), to complete the design as needed for
manufacturing.

hsb
Log
hsb
Log
Toolset for wall, roof and floor panels made with logs (interlocked at corners
by notching), to complete the design as needed for log production and
construction.

hsb
Glulam
hsb
Glulam
Toolset for Glulam elements (GLUed LAMinated timber) to complete the design as
needed for Glulam production and construction.

hsb
MetalFrame
hsb
MetalFrame
Toolset for walls made with LGS metal frames (Light Gauge Steel), to complete
the design as needed for manufacturing.

Discover solutions for AutoCAD
2. Manufacture
Improve your offsite manufacturing efficiency by bringing the right data, at the
right time, in the right format to the right workstation.
1. Design
2. manufacture
The right data, at the right time, delivered to the right people.
3. assemble & deliver
Streamline & optimize the onsite component of your offsite construction process
hsb
Make
hsb
Make
Our Manufacturing Execution System (MES) for the offsite industry, delivering
the right data, at the right time, in the right format to the right workstation.
hsb
ClientCNC
hsb
ClientCNC
Toolset bringing CNC data, documentation and instructions to an automated
workstation, in order to manage production steps in an offsite factory.

hsb
Client Manual
hsb
Client Manual
Toolset bringing shop drawings and instructions to a manual workstation, in
order to manage production steps in an offsite factory.

Hybrid manufacture toolsets
hsb
BOMLink
hsb
BOMLink
Toolset converting data in hsbDesign models into a Bill-of-Material (BOM) stock
lists to be sourced internally or from third parties. Full integration with ERP
solutions is supported.

hsb
MultiWall
hsb
MultiWall
Toolset to group different individual framed wall, floor or roof elements into a
series of combined production elements to achieve a balanced and optimal
production workflow.

hsb
Nesting
hsb
Nesting
Toolset to determine an optimized arrangement of panels within master panels,
thus maximizing the utilization and minimizing the waste

hsb
Export
hsb
Export
hsbcad offers Numerous Toolsets, converting data of hsbDesign models into
whatever you need: CNC data for a wide variety of machine brands & models, for
standard industry formats or for specific third-party softwares

hsb
Cam
hsb
Cam
Graphical computer numerical control (CNC) related instructions, such as
nailing, milling, sawing and drilling applied by the user on design projects

Discover solutions for Manufacture
3. Assembly
Work optimally with suppliers, partners and stakeholders by providing access to
the "digital twin" data of your building project, combined with smart toolsets
to enhance the data.
hsb
Share
hsb
Share
Our innovative cloud platform on which all hsbcad generated data can be stored,
shared, & viewed, supporting issue management and additional toolsets for all
stakeholders in your building project
hsb
Logistics
hsb
Logistics
Toolset to manage the creation and storage of packages in your offsite factory,
tracking all information and locations as needed

hsb
Stacking
hsb
Stacking
Toolset to graphically stack the walls, floors, roofs or any component of your
building project for optimal transportation and assembly

Discover solutions for Assembly
Unified data to enable efficiency

1. Design
3D model gets created in Revit or AutoCAD
2. Manufacture
Put your data
to work
3. Assembly
A data driven assembly and delivery process
Software powered by people
We got your back, every step of the way

Learn
When you introduce hsbcad solutions into your organization, we will support you
from the moment you start with hsbcad, in the most efficient and personal way.

Solve
Stuck somewhere along the way? We are there to get you moving again, combining a
personal hotline with transparant online issue management

Excel
With more than 30 years of experience in offsite construction worldwide, hsbcad
has unique insights in best practices to organize your design, manufacture and
assemble activities

Customize
hsbcad offers the only offsite construction software that allows extensive and
efficient customization to your specific way of working, even by yourself
More about our services
Harald Mulder
Sales Manager & Product Owner
Hi, I’m Harald Mulder. I’m happy to help with any question you have.
+31 (0) 546 549168harald.mulder@hsbcad.comGet in touch
Get in touch
Offsite businesses
Small & medium scaleIndustrial & large scaleCreative & unique
Solutions for..
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