Precise Simulation Limited Software License Agreement CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS ("TERMS") BEFORE INSTALLING OR USING THE PROGRAMS OR DOCUMENTATION. INSTALLING OR USING THE PROGRAMS MEANS YOU HAVE ACCEPTED AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT ACCEPT THEM, UNINSTALL, REMOVE AND COMPLETELY DELETE THE PROGRAMS AND DOCUMENTATION. 1. Preamble: This Agreement governs the relationship between the Licensee ("you", "your") and Licensor Precise Simulation Limited ("we", "us", "ours"). This Agreement sets the terms, rights, restrictions and obligations on using the FEATool and/or CFDTool ("Software", "Program(s)") and documentation ("Documentation") created and owned by Licensor, as detailed herein. 2. License Grant: Licensor hereby grants Licensee a Non-assignable & Non-transferable, Non-exclusive license to run and use the Program, without the rights to create derivative works, all with accordance with the terms set forth and other legal restrictions set forth in 3rd party software used while running Software. 2.1 Programs: You may license a specified single installation license ("SUL"), multi-user/floating network license ("MUL"), or ("CKL") class kit license under this Agreement, and your license rights are for the number of installations and users set forth on the purchase order, agreement, or issued invoice. A free limited and restricted license ("FREE/TRIAL") is granted for personal, non-commercial use for evaluation purposes. a. the FREE/TRIAL license option is restricted to personal, trial, and non-commercial use allowing for a single installation and concurrent use of the Program. You may NOT use the Program with a FREE/TRIAL license for any commercial, or production use, i.e., you may only use the Program for experimental, personal, and trial use (to test the Program). Specifically, the restrictions of the FREE/TRIAL license Program and Software may not be circumvented in any way without Payment for an upgraded license. b. the specified single installation license SUL must be installed on a specified computer system and its use is limited to a single concurrent instance. To change system a system transfer fee may be required. c. the multi-use license option MUL may be installed on a single networked system or server, or several systems and run concurrently the number of instances specified in the purchase order, agreement, or issued invoice. d. academic granting institutions with the class kit license CKL option may install and use the Software in a computer lab/systems belonging to the institute/institution and run concurrently the number of instances specified in the purchase order, agreement, or issued invoice. e. regardless of which license you have, you shall use the Programs only for your internal operations. For the purposes of this Agreement, "internal operations" means use of the Programs by your employees or those of your subsidiaries or parent company and for the performance of consulting or research for third parties who engage you as an employee or independent contractor. You also shall not disclose any characteristics or technical capabilities of the Programs to any third party without our prior written authorization. 2.2 Delivery: We may deliver the Programs and Documentation to you in archival form over the Internet with a passcode or license key which specifies the licensed Programs. You shall be responsible for all use of your passcode, authorized or not, and you shall not disclose the archive passcode or allow it to be used except for installation of the Programs. 2.3 Ownership: All right, title and interest in and to the licensed Program(s), including without limitation, trade secrets and copyrights, are, and shall at all times remain, the exclusive property of us and you shall have no right, therein, except the expressly limited license rights granted herein. 2.4. Non Assignable & Non-Transferable: Licensee may not assign or transfer his rights and duties under this license. 2.5. The Software and Documentation are for your personal use and/or internal business operations and are not for resale or other transfer or disposition to any other person or entity. In addition, you specifically agree not to: a. reverse engineer, decompile, disassemble, translate, modify, alter or otherwise change the Licensor's Software or any part thereof; b. attempt to derive the source code, design or structure of the Licensor's Software; c. sell, rent, lease, distribute, assign, sub-license, convey, transfer, pledge as security or otherwise encumber or transfer (including by loan or gift) the rights and licenses granted hereunder; d. copy, distribute (fork), or reproduce any part of the Software or Documentation other than as allowed under this Agreement; e. use the Software or Documentation in any manner that violates any statute, law, rule, regulation, directive, guideline, bylaw whether presently in force or may be implemented by state or local authorities. 3. Term & Termination: The Term of this license shall be until terminated, or until specified by issued purchase order, agreement, or issued invoice. Licensor may terminate this Agreement, including Licensee's license in the case where Licensee: a. became insolvent or otherwise entered into any liquidation process; or b. Licensee was in breach of any of this license's terms and conditions and such breach was not cured, immediately upon notification; or c. Licensee otherwise entered into any arrangement which caused Licensor to be unable to enforce his rights under this License. 4. Payment: In consideration of the License granted under clause 2, Licensee shall pay Licensor a fee which Licensor may deem adequate. Failure to perform payment shall construe as material breach of this Agreement. You shall be liable for any taxes (except those on our net income) due in connection with this Agreement. 4.1 No purchase order or any other standardized business form issued by you, and even if such purchase order or other standardized business form provides that it takes precedence over any other agreement between the parties, shall be effective to contradict, modify, add to or delete from the terms of this Agreement in any manner whatsoever. Any acknowledgment, in any form, of any such purchase order or standardized business form is not recognized as a subsequent writing and will not act as acceptance of such terms. 5. Upgrades, Updates and Fixes: Licensor may provide Licensee, from time to time, with Upgrades, Updates or Fixes, as detailed herein and according to his sole discretion. Licensee hereby warrants to keep The Software up-to-date and install all relevant updates and fixes, and may, at his sole discretion, purchase upgrades, according to the rates set by Licensor. Licensor shall provide any update or Fix free of charge; however, nothing in this Agreement shall require Licensor to provide Updates or Fixes. 6. Support: The Software is provided under an AS-IS basis and without any support, updates or maintenance. Nothing in this Agreement shall require Licensor to provide Licensee with support or fixes to any bug, failure, mis-performance or other defect in The Software. 7. Feedback: If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Programs and Services (“Feedback”) then you hereby grant to us an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to use the Feedback in any manner and for any purpose, including to improve the Programs and Services and create other products and services. 8. Trademarks: You grant us permission to include your name, logos, and trademarks in our promotional and marketing materials and communications. 9. Liability: To the extent permitted under Law, The Software is provided under an AS-IS basis. Licensor shall never, and without any limit, be liable for any damage, cost, expense or any other payment incurred by Licensee as a result of Software's actions, failure, bugs and/or any other interaction between The Software and Licensee's end-equipment, computers, other software or any 3rd party, end-equipment, computer or services. Moreover, Licensor shall never be liable for any defect in source code written by Licensee when relying on The Software or using The Software's source code. 10. Warranty: The Software is provided without any warranty; Licensor hereby disclaims any warranty that The Software shall be error free, without defects or code which may cause damage to Licensee's computers or to Licensee, and that Software shall be functional. Licensee shall be solely liable to any damage, defect or loss incurred as a result of operating software and undertake the risks contained in running The Software on License's Computer System(s) and Server(s). 10.1 Prior Inspection: Licensee hereby states that he inspected The Software thoroughly and found it satisfactory and adequate to his needs, that it does not interfere with his regular operation and that it does meet the standards and scope of his computer systems and architecture. Licensee found that The Software interacts with his development, website and server environment and that it does not infringe any of End User License Agreement of any software Licensee may use in performing his services. Licensee hereby waives any claims regarding The Software's incompatibility, performance, results and features, and warrants that he inspected the The Software. 11. No Refunds: Licensee warrants that he inspected The Software according to clause 8.1 and that it is adequate to his needs. Accordingly in the case of NON-FREE licenses, as The Software is intangible goods, Licensee shall not be, ever, entitled to any refund, rebate, compensation or restitution for any reason whatsoever, even if The Software contains material flaws. 12. Technical Information. You agree that We may collect or process technical and related information arising from Your use of the Software which may include but may not be limited to internet protocol address, hardware identification, operating system, application software, peripheral hardware, debugging information, and non-personally identifiable software usage statistics to facilitate the provisioning of Updates, Support, invoicing or online services, identify trends and bugs, collect activation information, usage statistics and track other data related to Your use of the Software. 13. Indemnification: Licensee hereby warrants to hold Licensor harmless and indemnify Licensor for any lawsuit brought against it in regards to Licensee's use of The Software in means that violate, breach or otherwise circumvent this license, Licensor's intellectual property rights or Licensor's title in The Software. Licensor shall promptly notify Licensee in case of such legal action and request Licensee's consent prior to any settlement in relation to such lawsuit or claim. 14. Governing Law, Jurisdiction: Licensee hereby agrees not to initiate class-action lawsuits against Licensor in relation to this license and to compensate Licensor for any legal fees, cost or attorney fees should any claim brought by Licensee against Licensor be denied, in part or in full. 15. Revised Terms of Use: We may revise the terms of use of the Programs from time to time. Revisions are effective upon receipt of notice from us.