Ashlar-Vellum End-User License Agreement (EULA)

version 2024-08(Aug)-09

Note: The license agreement below applies to all current Ashlar-Vellum software products.

If you need the license for an older version, it’s included in the original download and installed with the software. If you can’t access it and require a specific version’s agreement, email us at support@ashlar.com with the product name and version.
Fees may apply as outlined in our Support Fee Schedule.


SOFTWARE LICENSE AGREEMENT

1. NOTICE.
THIS IS A CONTRACT. PLEASE READ IT CAREFULLY. BY PRESSING THE YES BUTTON ON THE INSTALLATION SCREEN OR BY INSTALLING OR OTHERWISE USING ANY OF THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT INCLUDING SPECIFIC RESTRICTIONS ON SPECIAL-USE LICENSES (INCLUDING, BUT NOT LIMITED TO, EDUCATIONAL, TRIAL AND ACADEMIC USE LICENSES). IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU WILL NOT BE ABLE TO USE THE SOFTWARE AND YOU SHOULD NOT INSTALL ANY OF THE SOFTWARE. IN SUCH CASE, PROMPTLY RETURN THE DISK, PACKAGE AND ALL OTHER MATERIALS, ALONG WITH DATED PROOF OF PAYMENT, TO THE LOCATION FROM WHICH YOU ACQUIRED IT WITHIN THIRTY (30) DAYS AFTER PURCHASE FOR A FULL REFUND OF THE LICENSE FEE YOU PAID, LESS ANY APPLICABLE RESTOCKING CHARGES. TO BE ELIGIBLE FOR A REFUND YOU MUST SIGN AND HAVE NOTARIZED A SHORT STATEMENT THAT YOU HAVE NOT RETAINED ANY COPIES OF THE SOFTWARE OR MATERIALS.

This Vellum Investment Partners, LLC, dba Ashlar-Vellum ("Ashlar-Vellum") End User License Agreement ("this Agreement") sets forth the terms and conditions under which you are licensed to use the Software ("the Software"). The Software includes (A) all components of the programs, applications, or services provided by Ashlar-Vellum via any medium, including, but not limited to, physical media (such as disk(s), CD-ROM(s)), direct download, online access, or other electronic distributions, including Software as a Service ("SaaS"); (B) any associated files or data, including but not limited to (i) Ashlar-Vellum or third-party software; (ii) sample files, artistic works, or other content ("Stock Files"); (iii) related written, electronic, or online materials ("Documentation"); and (C) any modified versions, upgrades, updates, patches, corrections, and additions to the Software, and any copies of the Software, provided to you by Ashlar-Vellum or available via internet download, automated delivery, cloud-based resources, or other means (collectively, "Updates").

2. Ownership and License.
This is a license agreement and NOT an agreement for sale. We continue to own the copies of the Software contained in this package and all other copies that you are authorized by this Agreement to make, all related documentation, and all intellectual property and technology with respect to such Software and documentation. The Software, as supplied by Ashlar-Vellum and its licensors, is licensed, not sold, to you. Your rights to use the Software are specified in this Agreement, and we retain all rights not expressly granted to you in this Agreement. Nothing in this Agreement constitutes a waiver of our rights under U.S. copyright law or any other applicable law.

2.1 Copyrights. The software contains material protected by U.S. copyright law. The software contains material copyrighted by Vellum Investment Partners LLC, Ashlar Incorporated, the OpenDesign Alliance, Apple Computer Inc.

2.2 Specific additional Copyrights for Ashlar-Vellum Cobalt ("Cobalt"), Ashlar-Vellum Xenon ("Xenon"), Ashlar-Vellum Argon ("Argon"), Ashlar-Vellum Lithium ("Lithium") and Ashlar-Vellum Cobalt Share ("Cobalt Share"). Software marketed under these trade names may contain additional protected materials copyrighted by Autodesk, Inc.; CADDSoft Solutions; Siemens Industry Software, Inc.; Macromedia, Inc.; Robert McNeel Associates; Silicon Graphics, Inc.; Spatial Corporation, a Dassault Systemes S.A. Company; among others. The Software may include copyrighted materials that are functionally disabled and are not accessible.

2.3 Inclusion of LGPL software. To the extent that the Software includes code licensed under the LGPL (Lesser General Public License), including the Qt libraries potentially among others. As required by the LGPL, Ashlar-Vellum offers to provide the source code of the LGPL-licensed portions of the Software Product to users. You can obtain this source code by contacting us.

2.4 Inclusion of other permissively licensed software components. The following open source components (among others) that may be included directly or indirectly in the Software are licensed under various types of permissive licenses including the MIT License, GNU General Public License (GPL), GNU Lesser General Public License (LGPL), BSD Licenses, Apache License 2.0, Mozilla Public License (MPL), Creative Commons (CC), Zlib License, Public Domain, and ICU License: 7-Zip, Adobe Glyph List For New Fonts, ANGLE Library, ANGLE related specifications, Anti-aliasing rasterizer from FreeType 2, Apache Xalan C++, BasisUniversal, Bitstream Vera Font, Boost, CKEditor, CodeMirror, Data Compression Library (zlib), DejaVu Fonts, Draco, Efficient Binary-Decimal and Decimal-Binary Conversion Routines for IEEE Doubles, Eigen, Easing Equations by Robert Penner, Freetype 2 related specifications, FreeType, FreeBSD strtoll and strtoull, GLFW, GLEW, HarfBuzz, HarfBuzz-NG, HLSL2GLSLfork, IAccessible2 IDL Specification, InstantMeshes, JSMN, jQuery, LASLib, libdus-1 headers, Libjpeg, LibJPEG-turbo, LibPNG, libPNG, libtess, libxml, LittleCMS, LZ4, Magick++, MD4, MD4C, MD5, Mosquitto, Motif for Linux, Native Style for Android, nvFX, Ogg, OpenCL API, OpenSSL, OpenVDB, OpenVR, OpenGL related specifications, PCRE2 - Stack-less Just-In-Time Compiler, PCRE2, Penner's easing functions, Pixman, Pthreads, QEventDispatcher on macOS, Qt, Secure Hash Algorithm SHA-1, Secure Hash Algorithm SHA-3 - Keccak, Secure Hash Algorithm SHA-3 - brg_endian, Secure Hash Algorithms SHA-384 and SHA-512, ShaderC, Skia, Smooth Scaling Algorithm, The Public Suffix List, TIFF Software Distribution (libtiff), TinyCBOR, tinygltf, Text Codecs, Unicode Character Database (UCD), Unicode Common Locale Data Repository (CLDR), UTF8-CPP, V8, Vulkan Memory Allocator, Vulkan related specifications, Vulkan-Loader, WebGradients, WebP (libwebp), Wintab API, X Server helper, XCB-XInput, Xerces C++, XML4C, Zlib, forkfd, and sRGB color profile icc file.

3. Permitted Uses.
Subject to Sections 5 and 6 and the other terms hereof, you are granted the following rights to the Software:

3.1 Right to Install and Use: As the primary user, you are permitted to install and use the Software on any number of devices for personal use. Ordinarily, only one instance of the Software may be in active use at any given time. This applies regardless of the nature of these devices, whether they are physical or virtual, including but not limited to devices in a cloud computing environment.
However, if you, as the primary user, are actively, personally, and directly monitoring and directing the operation of the Software via human contact with human interface devices for each instance of the Software, you may use up to two instances of the Software simultaneously.
If multiple individuals, automated systems, or AI entities need to use the Software concurrently beyond the scope defined above, additional licenses must be obtained for each concurrent use.

3.2 Any simultaneous usage of the Software on more than the allowed number of devices or by more than the permitted number of entities, including the primary user, AI systems, or any automated systems, is considered a breach of this Agreement.

3.3 Additional Restrictions. Ashlar-Vellum sells or distributes the Software with additional restrictions based on its intended use. You may use the license only within the restrictions of its intended use. The applicable intended use provisions are identified by characters within the Software's serial number, data within the Software's registration code and/or by your specification when you order, request or download the Software. Intended use software types include, but are not limited to, the following:

(i) Software Intended for Commercial Use ("COM"). You may use COM software for a limited period of time (as controlled by the registration code - see section 6). Any transfer of this license is subject to these intended-use restrictions.

(ii) Software Intended for Educational Use ("STU"). You may use STU software for a limited period of time (as controlled by the registration code - see section 6) for educational purposes, either as an active student or an active instructor, only. You may not use STU software commercially, nor may files created in STU software be used for any commercial purpose. Any transfer of this license is subject to these intended-use restrictions.

(iii) Software Intended for civilian Research or Charitable Organization or Retired Individual Use ("RCR"). You may use RCR software for a limited period of time (as controlled by the registration code - see section 6) for academic purposes, as an active professor or for an academic institution. You may use RCR software for charitable purposes in an organization recognized by the Internal Revenue Service as tax exempt under 501(c)(3) regulations. You may not use RCR software commercially (except as specified herein for 501(c)(3) exempt companies), nor may files created in RCR software be used for any commercial purpose. Any transfer of this license is subject to these intended-use restrictions.

(iv) Software Intended for Trial or Evaluation Use ("TRL/PEV/FEV"). You may use TRL/PEV/FEV software for a limited time period, as controlled by the installation and/or the registration code. You may use TRL/PEV/FEV software only for the purpose of testing, evaluation and/or review. You may not use TRL/PEV/FEV software commercially, nor may files created in TRL/PEV/FEV software be used for any commercial purpose. You may not distribute, resell or transfer the license in any way.

(v) Software Intended for File Sharing Use ("SHR") (specifically, Vellum Share, Graphite Share, and Cobalt Share). You may use SHR software for a limited period of time (as controlled by the registration code if applicable - see section 6) only to view, print, and export Ashlar software files in the formats originally built into the Share software. Any transfer of this license is subject to these special-use restrictions.

(vi) Software Intended for Ashlar-Vellum Partners ("Ashlar-Vellum Partner Software" or "ATP," "ACP," "APP," "EMP," "AAP"). All of the software intended for use by Ashlar-Vellum partners may be used only for a limited period of time (as controlled by the registration code - see section 6) and only for the purpose of testing, evaluation, demonstration and/or review. You may not use Ashlar-Vellum Partner software commercially, nor may files created in Ashlar-Vellum Partner Software be used for any commercial purpose. You may not distribute, resell or transfer the license in any way. Ashlar-Vellum partner software includes, but is not limited to, Ashlar-Vellum Training Partner Use (ATP), Ashlar-Vellum Advantage Partner Use (AAP), Ashlar-Vellum Channel Partner Use (ACP), Ashlar-Vellum Employee or Contractor Use (EMP) and Ashlar-Vellum Press Partner Use (APP).

3.4 Right to Copy. You may make copies of the Software for convenience of execution, backup and archival purposes, provided you reproduce Ashlar-Vellum's and any other applicable copyright notice(s) on each copy.

3.5 Right to Modify. You may modify the Software and/or merge it into another computer program to the extent necessary for your own use; however, any portion of the Software merged into another computer program will continue to be subject to the terms of this Agreement, including any restriction on the number of copies or users.

3.6 Right to Transfer. You may not rent, lend, or lease any of the Software or otherwise make it available to other persons or entities. However, you may transfer this license to use the Software to another party on a permanent basis by assigning to such party this License Agreement and delivering to such party at least one unaltered copy of the Software and all documentation. You must, at the same time, either transfer to the other party or destroy all your other (unaltered) copies of the Software (and destroy all of your altered copies). You must also provide Ashlar-Vellum prior written notice of the transfer and the name of the transferee. Such transfer of possession terminates your license. Such other party shall be licensed under the terms of this Agreement upon its acceptance of this Agreement by its initial use of the Software. If you transfer the Software, you must remove the Software from your computing systems, and you may not retain any copies of the Software for your own use. Ashlar-Vellum may require you and the other party to sign and notarize documents in order to affect or confirm the transfer.

4. Prohibited Uses.
In addition to the other restrictions set forth herein, you may not, without written permission from Ashlar-Vellum:

4.1 Use, copy, modify, merge, or transfer full or partial copies of any of the Software (as defined in Section 1 of this agreement) except as expressly provided in this Agreement;

4.2 Disassemble, decompile or "unlock," reverse translate, reverse engineer, or in any manner decode the Software for any reason; or in any manner decode the Software for any reason.

4.3 Sublicense, lease, or rent the Software to others.

5. Special Terms for Updates.
If this Agreement is an upgrade license to a previously licensed Ashlar-Vellum product or other Ashlar-Vellum product (the "Upgraded Software") (as indicated by Ashlar-Vellum's records and supported by your authentic proof of purchase), then by agreeing to be bound by the terms of this Agreement you (i) represent and warrant to Ashlar-Vellum that you are the licensee under a valid license agreement with us with respect to the Upgraded Software and agree that if that is not the case, no license is granted to you under this Agreement; and (ii) agree that any prior license agreement allowing you rights to use a copy of the Upgraded Software is automatically merged into this license, and you may no longer use such Upgraded Software (provided that if you previously held more than one license to use such Upgraded Software, only the license(s) being upgraded is (are) so merged) except under the terms of this new license; and (iii) you agree that the old software licenses may not be transferred to other parties and that you will either destroy the old software or keep it together with the new software such that they are treated as an inseparable unit.

6. Special Provision.
You acknowledge that you may need to contact us from time to time to receive a Software Registration Code ("registration code") to enable or re-enable the operation of the Software; this may involve submitting personal information such as name and contact information, and you agree to do so. Furthermore, you agree not to disable or take any steps to defeat the functioning of the registration code, time lock or any other software or feature protection or in any way distribute the software's registration code except for the purpose of installations as expressly authorized by section 3 including restrictions.

6.1 All registration codes, even if designated as "permanent" or "no expiration" actually have an expiration date of 31 December 2037. Therefore, the software will cease to operate on 31 December 2037.

6.2 You agree to use one of the following software piracy prevention methodologies, either Internet Based License Usage Reporting and Validity Confirmation (6.2.1) or Physical Licensing Key (6.2.2). You may switch between the two methodologies from time to time by contacting Ashlar and may be required to pay a small fee to have your current serial numbers and registration codes voided and new serial numbers and registration codes issued and possibly your Physical Licensing Key reprogrammed with verification of such reprogramming.

6.2.1 Internet Based License Usage Reporting and Validity Confirmation: If you use this method, you agree that the software may, during installation, at the time of first operation, and at least once every 30 days thereafter, attempt to communicate with Ashlar operated servers to confirm the current validity of the Serial Number and Registration code, and to transmit time stamped usage statistics for the express purpose of allowing Ashlar-Vellum to determine if the provisions of this license agreement have been violated. You agree that if the software is unable to successfully communicate usage statistics with Ashlar's servers and receive a license validity confirmation from the server at least once in any 30 day period, the software may cease operation until communications have been re-established. You agree that if, in Ashlar-Vellum's sole determination, Ashlar-Vellum suspects that this license agreement has been violated, Ashlar-Vellum may refuse to provide a validity confirmation and the software may cease to operate. In such a case, you may contact Ashlar-Vellum to obtain a new Serial Number and Registration code. If in Ashlar-Vellum's sole determination, it is likely that this license agreement will continue to be violated using a new Serial Number and Registration code under the Internet Based License Usage Reporting and Validity Confirmation methodology, you may be required to purchase and use the Physical Licensing Key (6.2.2) methodology if you wish to continue to operate the Software.

6.2.2 Physical Licensing Key: If you use this method, you agree that the software may, during installation, at the time of first operation, and at least once every few minutes thereafter, attempt to communicate with a physical licensing device, such as those produced by WIBU, SafeNet, and others, to receive a license validity confirmation from the device. Should the communication fail or validity not be confirmed, the software may cease to operate until communications have been re-established and validity confirmed. In general, such physical licensing devices are attached via a USB port. A variety of compatible physical licensing devices are available on the general market from time to time, and you may contact Ashlar-Vellum to receive a current list of compatible devices. You may obtain physical licensing devices from Ashlar-Vellum or others upon payment of the device's purchase price. Ashlar-Vellum will enable you to insert licensing codes into your device by your choice of: a.) typing in codes mailed or faxed; b.) using files emailed to you; or c.) by contacting an Ashlar-Vellum operated server via the internet. In all three of the licensing code insertion methods, the device must be either connected to a compatible computer, which will also be used to operate the software, or connected to a different compatible computer, such that the device will be later moved to the compatible computer used to operate the software.

7. Limited Warranty; Disclaimers.
7.1 Media. For a period of one year from the date you acquired the Software from Ashlar-Vellum or our authorized dealer, we warrant that the disks and documentation (if any) in this package will be free from defects in materials and workmanship under normal use. If the disks or documentation fail to conform to this warranty, you may, as your sole and exclusive remedy, obtain a replacement free of charge if you return the defective disk or documentation to us with a dated proof of purchase.

7.2 DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 7.1 ABOVE, WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR OTHERWISE, WITH RESPECT TO THE SOFTWARE OR DOCUMENTATION. WITHOUT LIMITATION OF THE FOREGOING, WE DO NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT ITS OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE, AND WE EXCLUDE AND EXPRESSLY DISCLAIM ALL EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR REGARDING NONINFRINGEMENT. Some states do not allow the exclusion of implied warranties, so the above exclusion may not apply to you. This limited warranty gives you specific legal rights, and you may also have other legal rights, which vary from state to state.

7.3 SUITABILITY FOR DESIGN AND ENGINEERING. This program is a general graphic modeling application. We make no representations or warranties with respect to these models for suitability for use in designing and engineering actual products. You must exercise valid design and engineering judgment and verify the suitability of these models (including any reported properties) for your particular use.

8. LIMITATION OF LIABILITY.
OUR LIABILITY TO YOU FOR ANY LOSSES SHALL BE LIMITED TO DIRECT DAMAGES, AND SHALL NOT EXCEED THE AMOUNT YOU ORIGINALLY PAID FOR THE SOFTWARE. IN NO EVENT WILL WE BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS) EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Some jurisdictions do not allow these limitations or exclusions, so they may not apply to you.

9. United States Government Restricted Rights.
The enclosed Software and documentation are provided with Restricted Rights. Use, duplication or disclosure by the U.S. Government or any agency or instrumentality thereof is subject to restrictions as set forth in subdivision (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at 48 C.F.R. 252.227-70113, or in subdivision ( c ) (1) and (2) of the commercial Computer Software-Restricted Right Clause at 48 C.F.R.52.227-19 as applicable. Contractor Manufacturer is Vellum Investment Partners LLC, dba Ashlar-Vellum, 13809 Research Boulevard, Suite 500, Austin, TX 78750.

10. Export Controls.
You agree that you will not directly or indirectly transfer the Software or documentation to any other country or to any person or entity to which such transfer would be prohibited by the U.S. export control laws.

11. Termination.
This license and your right to use the Software automatically terminates if you fail to comply with any provisions of this Agreement, destroy the copies of the Software in your possession, or voluntarily return the Software to us. Upon termination you will destroy all copies of the Software and documentation.

12. Miscellaneous Provisions.
THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF TEXAS (AND NOT BY THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, AS AMENDED). This is the entire agreement between us relating to the software or documentation, and supersedes any prior purchase order, communications, advertising or representations concerning the same. No change or modification of this agreement, or any waiver of any of its terms, will be valid unless it is in writing and is signed by us. Any provision of this agreement that is invalid or unenforceable under applicable law with respect to a particular person, entity or circumstance will be severed from this agreement with respect to such person, entity or circumstance without invalidating the remainder of this agreement or the application of such provision to other persons, entities or circumstances, and a new provision will be deemed substituted for the provision so severed which will, to the extent possible, effectuate the intent of the parties as evidenced by the provision so severed. The headings of this agreement have no legal effect. The language in all parts of this agreement shall be in all cases, construed simply, fairly, equitably and reasonably, according to its plain meaning and not strictly for or against any one or more of the parties hereto.

13. Canadian Transactions.
If you acquired this Software in Canada, you agree to the following: The parties hereto have expressly required that the present Agreement and its Exhibits be drawn up in the English language. / Les parties aux presentes ont expressement exige que la presente convention et ses Annexes soient redigees en langue anglaise.

If you have any questions about this Agreement, write to us at Ashlar-Vellum
Suite 500
13809 Research Boulevard
Austin, TX 78750
USA

1 800-877-2745
info@ashlar.com