CityEngine™ by Procedural Inc.

END USER LICENSE AGREEMENT (EULA)

Worldwide

(Version 1.2 / last revised April 30, 2010)

Welcome to the CityEngine™! By downloading, installing or using the CityEngine™ or any portion thereof (the “Software”) you agree to the following terms and conditions (the "Terms and Conditions"). In case you disagree with these Terms and Conditions, you are not allowed to use the Software.

1. The Software

The Software is the exclusive property of Procedural Inc., a Swiss corporation having its offices at Technoparkstrasse 1, 8005 Zurich, Switzerland (“Procedural”).

Procedural owns all right, title and interest in and to the Software and any software provided through or in conjunction with the Software, including without limitation all rights existing under patent law, copyright law, trade secret law, trademark law, unfair competition law, and any and all other proprietary rights.

2. License

Upon payment of the license fee or during one single trial-period offered to you by an authorized distributor, Procedural grants to you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the object code of the Software. All other rights are reserved by Procedural.

3. License Restrictions

a) You may not (and you may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Software, unless this is expressly permitted or required by law.

b) You may not (and you may not permit anyone else to) assign, rent, lease, lend, publish or copy the software. You may however create one single backup copy of the Software for the sole use of reinstalling the Software.

c) You may not (and you may not permit anyone else to) work around any functionality including digital rights management of the Software.

d) You may not (and you may not permit anyone else to) use the Software in violation of any law, regulation or third-party right.

e) Companies or incorporated entities that had a turnover in excess of $ 200,000 in their last fiscal year must use CityEngine SE or CityEngine PRO.

f) A company, incorporated entity, or individual may not use CityEngine INDIE in combination with CityEngine PRO or CityEngine SE.

g) CityEngine ACADEMIA or CityEngine CLASSROOM may only be licensed by educational institutions for use by their students and staff. The educational institution is responsible for communicating the appropriate use rights to their students and staff.

h) CityEngine STUDENT may only be licensed by full-time or part-time undergraduate students who are either working toward a degree or a diploma in an educational institution.

i) A license purchased under the CityEngine EDUCATIONAL programme (CityEngine ACADEMIA, CityEngine CLASSROOM, CityEngine STUDENT) may not be used for commercial work, or to commercially release products.

j) Subscription options (CityEngine Subscription GOLD, CityEngine Subscription SILVER, CityEngine Subscription EDU) are not available for CityEngine INDIE and CityEngine STUDENT licensees.

4. Automatic Updates

The Software may communicate with Procedural servers from time to time to check for available updates to the Software. By installing the Software, you agree to automatically request and receive such updates.

5. Legal Restrictions

The Software may be subject to import or export restrictions by certain countries or territories. You agree to comply with all applicable laws and regulations in this regard.

You agree to comply with all local laws and regulations regarding the download, installation and/or use of the Software. It is strictly prohibited to use the Software in connection with weapons of mass destruction.

6. Termination

You may terminate these Terms and Conditions at any time by permanently deleting the Software in its entirety.

Your rights automatically and immediately terminate without notice from Procedural if you fail to comply with any provision of these Terms and Conditions. In such event, you must immediately delete the Software.

The provisions of Sections 1, 5 and 6 to 12 shall survive any termination or expiration of these Terms and Conditions.

7. Provided Ressources

The provided resources such as the example or tutorial projects (including CityEngine scenes, CGA rules and assets (models and textures)), which are coming with the Software license, are the exclusive property of Procedural Inc. All rights, titles and interests in and to the provided resources are also owned by Procedural Inc if not otherwise stated by Procedural Inc. You may not (and you may not permit anyone else to) publish the provided resources. With the exception of the provided resources in the library project CE.lib and generated City Wizard projects, the commercial use of the provided resources for any other purpose than the evaluation of the Software is prohibited. Any exception of this term is subject to a written agreement (typically Procedural Inc. claims image clearance for marketing and sales purposes). When used non-commercially, all provided resources have to be credited with the following: www.procedural.com

8. Indemnity

You agree to hold harmless and indemnify Procedural and its subsidiaries, affiliates, officers, agents, and employees from and against any claim, suit or action arising from or in any way related to your use of the Software or your violation of these Terms and Conditions, including any liability or expense arising from all claims, losses, damages, suits, judgments, litigation costs and attorneys' fees, of every kind and nature. Procedural will provide you with written notice of such claim, suit or action.

9. EXCLUSION OF WARRANTY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE SOFTWARE IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTY OF ANY KIND.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROCEDURAL EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

THE SOFTWARE IS NOT INTENDED FOR USE IN THE OPERATION OF SYSTEMS OR ACTIVITIES WHERE THE FAILURE OF THE SOFTWARE COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.

10. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU EXPRESSLY UNDERSTAND AND AGREE THAT PROCEDURAL SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGES, INCLUDING CONSEQUENTIAL DAMAGES, LOSS OF PROFIT, SPECIAL, INDIRECT OR INCIDENTAL DAMAGES.

11. Entire Agreement

These Terms and Conditions constitute the entire agreement between you and Procedural relating to the Software.

12. Applicable Law

To the extent permitted by applicable law, the laws of Switzerland shall govern the interpretation of these Terms and Conditions, regardless of conflict of laws principles.

© 2007-2010 Procedural Inc., Zurich, Switzerland.

All rights reserved.