TopoDOTĀ® Pricing

Industry leading software for extracting high quality CAD topographies, features, and 3D models from point cloud data.

  1. EULA
  2. Customer Information
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  4. Confirmation
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MASTER SOFTWARE LICENSE AGREEMENT

IMPORTANT – READ THIS MASTER SOFTWARE LICENSE AGREEMENT (this "Agreement") CAREFULLY AND COMPLETELY BEFORE CLICKING "ACCEPT" AND INSTALLING ANY SOFTWARE PROVIDED BY CERTAINTY 3D LLC. CLICKING "ACCEPT" AND/OR INSTALLING ANY SOFTWARE PROVIDED BY CERTAINTY 3D, LLC CONSTITUTES ACCEPTANCE OF EACH AND EVERY TERM OF THIS AGREEMENT.

This Agreement constitutes a legal agreement by and between CERTAINTY 3D LLC, a Florida limited liability company (the "Licensor") and the party to which the software identified herein is provided by the Licensor (the "Licensee"), which Agreement is deemed effective as of the date upon which the Licensee has indicated its acceptance of the Agreement by clicking "accept" and installing and software provide by the Licensor. If you do not accept the terms of this Agreement, promptly return the applicable, unused software to the Licensor for a full refund of any fees paid therefore.

  1. Definitions. The following terms shall be defined as set forth below:

    • "Agreement" means this Agreement and all Software Orders, Statements of Work and other Exhibits attached hereto or incorporated by reference herein.

    • "Confidential Information" means, with respect to a party hereto, all information or material which (i) gives that party some competitive business advantage or the opportunity of obtaining such advantage or the disclosure of which could be detrimental to the interests of that party; or (ii) which is either (A) marked "Confidential," "Restricted," or "Proprietary Information" or other similar marking, (B) known by the parties to be considered confidential and proprietary or (C) from all the relevant circumstances should reasonably be assumed to be confidential and proprietary. Confidential Information includes, but is not limited to, the terms of this Agreement, Licensed Software, Documentation, and any trade secrets related thereto. Neither party shall have any obligation with respect to Confidential Information which: (i) is or becomes generally known to the public by any means other than a breach of the obligations of a receiving party; (ii) was previously known to the receiving party or rightly received by the receiving party from a third party; (iii) is independently developed by the receiving party without reference to information derived from the other party; and (iv) is subject to disclosure under court order or other lawful process. Confidential Information includes the Source Code for the Licensed Software.

    • “Documentation” means the documentation made generally available by Licensor to its Licensees, as updated from time-to-time by Licensor.

    • "Licensed Software" means the Object Code versions of the computer programs to be provided by Licensor to Licensee under a Software Order, including any updates, enhancements, or new versions thereof provided by Licensor under this Agreement. Licensed Software also contains any and all Documentation applicable to such computer programs.

    • "Object Code" means computer programs assembled or compiled, which are readable and usable by machines, but not generally readable by humans without reverse-assembly, reverse compiling, or reverse-engineering.

    • "Source Code" means computer programs written in higher-level programming languages, sometimes accompanied by English language comments. Source Code is intelligible to trained programmers and may be translated to Object Code for operation on computer equipment through the process of compiling.

  2. License and Restrictions.

    1. Grant of License. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a nonexclusive, nontransferable, license to use the Object Code of the Licensed Software solely for Licensee’s internal purposes during the term of the license as set forth in the applicable Software Order (the "License Term"). Licensee acknowledges and agrees that Licensor may use certain embedded technological and software controls to enforce any applicable license restrictions.

    2. Restrictions on Use. Licensee shall not rent, sell, assign, lease, sublicense, or otherwise transfer the Licensed Software or use it in any manner not expressly authorized by this Agreement.

    3. Intellectual Property Ownership. The Licensed Software contains material that is protected by United States copyright and trade secret law, and by international treaty provisions. All rights not expressly granted to Licensee under this Agreement are expressly reserved by Licensor and its licensors. Licensee shall not modify, remove or destroy any proprietary markings or confidential legends placed upon or contained within the Licensed Software, the Documentation, or any related materials. All copyrights, patents, trade secrets, trademarks, service marks, trade names, moral rights and other intellectual property and proprietary rights in the Licensed Software shall remain the sole and exclusive property of Licensor or its licensors, as applicable.

  3. Fees, Expenses, and Taxes. Licensee shall pay the license and service fees set forth in the Software Order(s) entered into under this Agreement. Unless otherwise expressly provided in the applicable Software Order(s), all amounts to be paid by Licensee hereunder shall be due and payable thirty (30) days after Licensee’s receipt of the invoice therefore. All payments not made by Licensee when due shall be subject to late charges of the lesser of (i) one and one-half percent (1.5%) per month of the overdue amount or (ii) the maximum amount permitted under applicable law. Licensee shall pay all duties and all sales, use and excise taxes relating to, or under, this Agreement, exclusive of taxes based on or measured by Licensor’ net income, unless Licensee is exempt from the payment of such duties and taxes and provides Licensor with evidence of such exemption.

  4. Limited Warranties.

    1. Licensed Software. Licensor hereby warrants that for a period of ninety (90) days from the date of delivery, the Licensed Software will operate in substantial conformance with the Documentation. All warranty claims not made in writing within such period shall be deemed waived. The foregoing warranty is solely for the benefit of Licensee and Licensee shall have no authority to extend such warranty to any third party. This warranty is contingent on the proper installation and use of the Licensed Software as described in the Documentation. After expiration of the warranty period, any support of maintenance for the Licensed Software shall be provided pursuant to Licensor’s standard Support & Maintenance Agreement.

    2. Exclusive Remedy. The sole and exclusive remedy of Licensee and the sole and exclusive liability of Licensor for breach of the foregoing warranties, shall be to seek repair or replacement of the non-conforming Licensed Software or reperformance of the relevant services. In the event that such breach cannot be remedied by repair, replacement, or reperformance, or where a repair or replacement remedy is not applicable, Licensor shall be liable only for Licensee’s direct damages in the aggregate up to the limit provided in Section 6.

    3. Modification of Licensed Software. Except as otherwise agreed in writing by the parties, any modification to the Licensed Software by Licensee or any other third party, or failure by Licensee to implement any improvements or updates to the Licensed Software as supplied by Licensor shall void Licensor’ warranty obligations and Licensor’ warranties under this Section 4, to the extent any failure or error results from such modification.

    4. Disclaimer of Other Warranties. EXCEPT AS SPECIFICALLY PROVIDED IN THIS SECTION 4, THE LICENSED SOFTWARE AND ANY SERVICES PROVIDED HEREUNDER ARE PROVIDED TO LICENSEE "AS IS," WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND. LICENSOR EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY OF INFORMATION, QUIET ENJOYMENT, FITNESS FOR A PARTICULAR PURPOSE, AND TITLE/NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, LICENSEE ACKNOWLEDGES AND AGREES IT IS SOLELY RESPONSIBLE FOR THE SECURITY AND CONFIDENTIALITY OF ALL DATA, INCLUDING PERSONAL HEALTH INFORMATION AND OTHER PERSONALLY IDENTIFIABLE INFORMATION, THAT MAY BE PROCESSED BY THE LICENSED SOFTWARE, WHILE IN THE POSSESSION, CUSTODY OR CONTROL OF LICENSEE, AND ITS CONTRACTORS AND AGENTS.

  5. Intellectual Property Infringement.

    1. Indemnification. Licensor agrees to defend and indemnify Licensee and to hold it harmless from all damages awarded against Licensee, and all reasonable expenses (including attorneys’ fees) incurred by Licensee, for any claim of infringement of a third party’s U.S. patent registered as of the Effective Date or copyright asserted against Licensee by virtue of Licensee’s authorized use of the Licensed Software as delivered by Licensor; provided that Licensor is given prompt notice of any such claim and right to control and direct the investigation, preparation, defense and settlement of each such claim and further provided that Licensee shall fully cooperate with Licensor in connection with the foregoing. Notwithstanding the foregoing, Licensor assumes no liability or indemnity obligation for claims of infringement of intellectual property rights arising from (i) use of the Licensed Software in combination with non-Licensor approved third party products, including hardware and software, (ii) modifications or maintenance of the Licensed Software by a party other than Licensor, (iii) misuse of the Licensed Software, and (iv) failure of Licensee to implement any improvement or updates to the Licensed Software, if the infringement claim would have been avoided by the use of the improvement or updates. Licensee shall indemnify and defend Licensor and hold it harmless from and against any claims, damages, or costs, including reasonable attorneys’ fees, asserted by third parties arising out of any of the foregoing exceptions; provided that Licensee is given prompt notice of any such claim and right to control and direct the investigation, preparation, defense and settlement of each such claim and further provided that Licensor shall fully cooperate with Licensee in connection with the foregoing.

    2. Replacement. Should the Licensed Software as delivered by Licensor become or, in Licensor’ opinion, be likely to become, the subject of a claim of infringement, Licensor may, at its option and expense either (a) procure for Licensee the right to continue to use the Licensed Software as contemplated hereunder, or (b) replace or modify the Licensed Software and/or modify its use to make its use hereunder noninfringing, without loss of material functionality. If neither option is reasonably available to Licensor, then this Agreement may be terminated at the option of either party hereto without further obligation or liability except as provided in Section 9.8 (Survival).

    3. Entire Liability. THE FOREGOING PROVISIONS OF THIS SECTION 5 STATE THE ENTIRE LIABILITY AND OBLIGATIONS OF LICENSOR AND THE EXCLUSIVE REMEDY OF LICENSEE AND ANY OTHER ENTITY, WITH RESPECT TO ANY ALLEGED INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.

  6. Limitations of Liability. IN NO EVENT SHALL LICENSOR OR ITS LICENSORS, BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY GENERAL, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, BREACH OF SECURITY, OR LOST OR DAMAGED DATA) ARISING OUT OF OR CONNECTED IN ANY WAY WITH THIS AGREEMENT, THE LICENSED SOFTWARE, OR ANY SERVICES RENDERED BY LICENSOR, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCLUDING LICENSOR’S INDEMNIFICATION OBLIGATIONS, THE TOTAL LIABILITY OF LICENSOR TO LICENSEE FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) SHALL NOT EXCEED THE TOTAL FEES PAID BY LICENSEE HEREUNDER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

  7. Confidentiality. The parties agree, both during the term of this Agreement and thereafter in perpetuity to hold each other’s Confidential Information in strict confidence. The parties agree not to make each other’s Confidential Information available in any form to any third party or to use each other’s Confidential Information for any purpose other than as specified in this Agreement. Each party agrees to take all reasonable steps to ensure that Confidential Information of either party is not disclosed or distributed by its employees, agents or consultants in violation of the provisions of this Agreement. Each party acknowledges that any use or disclosure of the other party’s Confidential Information other than as specifically provided for in this Agreement may result in irreparable injury and damage to the non-using or non-disclosing party. Accordingly, each party hereby agrees that, in the event of use or disclosure by the other party other than as specifically provided for in this Agreement, the non-using or non-disclosing party may be entitled to equitable relief as granted by any appropriate judicial body.

  8. Termination.

    1. Default. If either party fails to observe or perform any material obligation under this Agreement, the non-defaulting party may give written notice to the defaulting party specifying the material failure. If the material failure is not corrected or a mutually agreed plan to correct the failure has not been established within thirty (30) days after the date of such notice, the non-defaulting party may terminate this Agreement upon written notice to the defaulting party. The right of the non-defaulting party to terminate this Agreement under this Section is in addition to all other rights that are available to it under this Agreement, at law or in equity.

    2. Disposition of Licensed Software on Termination. Upon the expiration or termination of this Agreement for any reason, the license and all other rights granted to Licensee hereunder shall immediately cease, and Licensee shall: (i) uninstall and return the Licensed Software (including all third party software licensed or provided to Licensee by Licensor) to Licensor together with all reproductions and modifications of the Licensed Software and all copies of any Documentation, notes and other materials respecting the Licensed Software; (iii) purge all copies of the Licensed Software or any portion thereof from any computer storage device or medium on which Licensee has placed or has permitted others to place the Licensed Software, including copies of the Licensed Software made for archival and backup purposes; and (iii) provide Licensor a written certification that Licensee has complied with all of its obligations under this Section.

  9. General

    1. Waiver, Amendment Or Modification. The waiver, amendment or modification of any provision of this Agreement or any right, power or remedy hereunder shall not be effective unless made in writing and signed by the party against whom enforcement of such waiver, amendment or modification is sought. The terms of this Agreement shall not be amended or changed by the terms of any purchase order or acknowledgement even though Licensor may have accepted or signed such documents. No failure or delay by either party in exercising any right, power or remedy with respect to any of its rights hereunder shall operate as a waiver thereof.

    2. Notice. All notices, demands or consents given under this Agreement will be in writing and will be deemed given when delivered personally, or three (3) days after deposit in the mail (certified or registered mail), or one (1) day after being sent by overnight courier, to the receiving party at the address set forth in this Agreement or at such other address given by either party to the other in writing.

    3. Attorneys’ Fees and Costs. In the event any arbitration, litigation or similar proceeding (collectively, "Litigation") is commenced or defended by any party hereto claiming, in such Litigation or defense, a breach of this Agreement by the other party hereto, and in the event such commencing or defending party is successful on the merits of such claim or defense and substantially prevails in Litigation, the other party shall pay to the prevailing party all costs and expenses, including, without limitation, reasonable attorney’s, paralegal and expert fees, court costs, and cost of experts and investigation, whether at trial, upon appeal, or during investigation, incurred by such prevailing Party in prosecuting such claim or establishing such defense.

    4. Entire Agreement. This Agreement, together with the any Software Order(s) executed or accepted in connection herewith, constitutes the entire agreement between the parties in connection with the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and there are no warranties, representations and/or agreements between the parties in connection with the subject matter hereof except as specifically set forth or referred to herein. In the event of any conflict between the body of this Agreement and any Software Order(s), the terms and provisions of the applicable Software Order(s) shall control.

    5. Assignment. The Licensee shall not be permitted to assign this Agreement without the written consent of the Licensor, which consent may be granted or withheld in the Licensor’s sole discretion.

    6. Governing Law; Severability. The validity, construction and performance of this Agreement and the legal relations among the parties to this Agreement shall be governed by and construed in accordance with the laws of the State of Florida, excluding that body of law applicable to choice of law. If any provision of this Agreement or the application of any such provision shall be held by a tribunal of competent jurisdiction to be contrary to law, the remaining provisions of this Agreement shall continue in full force and effect.

    7. Relationship Of The Parties. Licensee is an independent contractor under this Agreement, and nothing herein shall be construed to create a partnership, joint venture, or agency relationship between the parties hereto. Licensee shall have no authority to enter into agreements of any kind on behalf of Licensor and shall have no power or authority to bind or obligate Licensor in any manner to any other third party.

    8. Survival. The following Sections shall survive expiration or termination of this Agreement: Sections 2, 6, 7, 9 and any other provision that the parties reasonably contemplate as remaining in effect after expiration or termination of this Agreement.

    9. Force Majeure. Except for Licensee’s payment obligations, neither party will be liable for any failure or delay in performance under this Agreement which is due to any event beyond the reasonable control of such party, including without limitation, fire, explosion, unavailability of utilities or raw materials, unavailability of components, labor difficulties, war, riot, act of God, export control regulation, laws, judgments or government instructions.

    10. Validity and Interpretation. The Licensee acknowledges that it has read this Agreement in its entirety, understands it, and agrees to be bound by its terms and conditions. The Licensee acknowledges and agrees that it desires to execute and accept this Agreement electronically in substitution for conventional paper-based documents for the Licensee’s convenience and desires for this Agreement to be regarded as legally valid and enforceable against the Licensee. The Licensee covenants and agrees not to contest the validity or enforceability of this Agreement under the provisions of any applicable law. The Licensee agrees that this Agreement shall be admissible as between the parties to the same extent and under the same conditions as other business records originated and maintained in documentary form.

    11. Agreement Drafted By All Parties. This Agreement is the result of arm’s length negotiations between the parties and shall be construed to have been drafted by all parties such that any ambiguities in this Agreement shall not be construed against either party.

EXHIBIT B
TOPODOT® LICENSE PRICE LIST
December 10, 2018

The following reflects the current prices for TopoDOT®. This Price List is subject to change at any time, subject only to the terms or limitations on increases that may be contained in any existing Master Software License Agreement, and any Software Order or Software Orders related thereto, to which a licensee of TopoDOT® is a party.


TOPODOT® ENTERPRISE 300 LICENSE

  • Three Hundred (300) User-Days Account Purchase -- $8,150
  • Per-Day Account Deficit User-Day Price (per User-Day) -- $31.00
  • Per-Day Maintenance Fee (per User-Day) -- $18.25

TOPODOT® ENTERPRISE 500 LICENSE

  • Five Hundred (500) User-Days Account Purchase -- $12,250
  • Per-Day Account Deficit User-Day Price (per User-Day) -- $28.00
  • Per-Day Maintenance Fee (per User-Day) -- $15.75

TOPODOT® ENTERPRISE 1000 LICENSE

  • One Thousand (1000) User-Days Account Purchase -- $18,900
  • Per-Day Account Deficit User-Day Price (per User-Day) -- $23.00
  • Per-Day Maintenance Fee (per User-Day) -- $13.75

As an authorized representative of ;
I, , , accept the terms of this agreement.

Option 2: Download Printable Version

Click here to download and review this agreement. Should an order result, please return the agreement with an authorized signature via fax or email to Certainty 3D. Note that you may now continue to process your order on-line. If you do, please be sure to reference your order number with submission of signed agreement.

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