Terms and Conditions

MPMsim's End User Licence Agreement

END USER LICENCE AGREEMENT

CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS ("TERMS") BEFORE INSTALLING OR USING THE PROGRAM(S) OR DOCUMENTATION. ACCEPTING, DOWNLOADING OR USING THE PROGRAMS MEANS YOU HAVE ACCEPTED THE TERMS. IF YOU DO NOT ACCEPT THE TERMS RETURN AND UNINSTALL THE PROGRAM(S) AND DISCONTINUE FURTHER USE (IF APPLICABLE).

1. PARTIES TO THIS AGREEMENT

1.1. The parties to this Agreement are You, the User, and the Company, MPMSIM LTD. As used in this Agreement the terms “We” and “Us” are used interchangeably to refer to the Company and the Website the term “You” and “Your” is used to refer to You, the User. Subject to Your acceptance of the Terms and Conditions set forth in this Agreement the Company grants You the limited right to download and use MPMsim (“the Program”) consistent with this Agreement subject to payment of the agreed licence fees under the mutually agreed terms.

1.2. Subject to subsection 1.3, the extent of Your rights to use the Program and licence are determined and limited strictly by this Agreement. Any modification to your Rights shall have to be mutually agreed between You and MPMSIM LTD.

1.3. We may inform You of upcoming revisions to the terms of this Agreement by sending notice to the email address associated with Your account. Any such revisions notified under this Section 1.3, including how and when they take effect, shall be governed solely by the process outlined in Section 4 of this Agreement. You shall not alter, delete, add, change or edit any of the terms and conditions of this Agreement and any such attempted alteration shall be void and of no effect.

2. GRANT OF LICENCE BY THE COMPANY

MPMsim is licensed not sold. The Company hereby grants to You a personal non-exclusive non-transferable licence to download and use the Program and documentation therefor subject to Your compliance with the terms and conditions in this Agreement and subject to payment of the agreed fees under this Agreement. The Program is protected by the copyright laws and all applicable international copyright treaties ratified by the United Kingdom. Any reproduction or redistribution of the Program not in accordance with this Agreement is expressly prohibited by law and may result in severe civil and/or criminal penalties.

(a) Program

MPMsim is a multi-physics simulation and analysis software.

(b) Ownership

All rights title and interest in and to the licensed Programs including without limitation copyrights and trade secrets are and shall at all times remain the exclusive property of Us and/or our licensors and you shall have no right therein except the expressly limited licence rights granted herein.

(c) Object Code

Licensee shall have no rights whatsoever with respect to the source code of the Programs and the licence granted herein only applies to the object code version of MPMsim.

(d) Non-transferable

You may not sell, license, sublicense, rent or distribute the Program in any form or make it available for use on a “time sharing” basis. You may transfer your rights hereunder only with our written approval.

(e) No Reverse Engineering

(i) Subject to the laws where the licensee is operating, no licensee shall modify, reverse engineer, disassemble, decompile, decrypt, or otherwise attempt to derive the source code, underlying ideas, algorithms, file formats, user interfaces, or interoperability interfaces of the Program or any output, data, reports, or other information generated by the Program or any portion thereof. This prohibition expressly includes, without limitation, using artificial intelligence, machine learning, or any other automated means to analyse the input models, output results, or any other data generated by the Program for the purpose of creating a derivative work, a competitive product, or otherwise replicating the functionality of the Program.

(ii) Limited Reverse Engineering Rights for EU Licensees. If you are a licensee in the European Union, you have the right to reverse engineer the Programs solely for the purpose of creating an independent program that is interoperable with the Programs or another program, or to understand the underlying ideas and principles of the Programs ("Permitted Objective"), subject to the following conditions:

(A) Information Availability: The information necessary to achieve the Permitted Objective has not been publicly available or provided by us within a reasonable time after your written request.

(B) Scope Limitation: Your reverse engineering is limited to the parts of the Programs essential for achieving the Permitted Objective.

(C) Information Usage: The information gained is used only for the Permitted Objective and is not disclosed to others, except as necessary to achieve that objective; and

(D) No Competing Programs: The information obtained is not used to create a program that is functionally similar to any Program, including by translating the Programs into other computer languages, or for any other activity that infringes our copyright in the Programs.

(f) Use

(i) The Licences available for the purchase of the Program are as follows:

(A) MPMsim CLI Licence: Limited to the standalone version MPMsim’s Processor (solver). It has a command line interface (CLI) for processing models created with MPMsim’s Pre-processor.

(B) MPMsim’s Post-processor Licence: Limited to the standalone version of MPMsim’s Post-processor for post-processing simulation results.

(C) MPMsim Licence: All-in-one licence including Pre-processor, Processor (Solver), and Post-processor. Can also be used for standalone versions. Provides full use within documentation and hardware limitations.

(ii) The Program may only be installed on one machine at a time per licence purchased. Concurrent sessions are not allowed; one licence allows use by one person at a time.

(iii) The licence can be activated or deactivated online, provided only one named user is designated. Activation/deactivation is done via our online system.

(iii) Purchase allows use for your internal operations only. "Internal operations" for institutional licences means use by employees or those of subsidiaries/parent companies. Written authorisation is needed for disclosure of technical capabilities to third parties. It includes using the Program in consultation services/research for third parties engaging you.

(iv) Licences have a term limit of one year (365 days). They automatically deactivate after the term. Further use requires purchasing a new licence.

(g) License Subject To Payment

The license granted is contingent upon timely and complete payment. Failure to pay may result in immediate termination of your licence rights.

(h) Delivery of the Program

The program can be delivered over the internet. You can download it via a link emailed upon trial request or purchase. The program requires a licence to operate. You can request a free trial or purchase a full licence. A username and password will be sent to your email. Free licences have time and capability limitations.

(i) Upon due receipt of a request for a trial version: We may provide You with a free trial licence within 24 hours of the request being made. Except as otherwise provided and subject to the Terms and Conditions provided under this agreement, We shall provide for a trial licence freely. The trial version may in some circumstances have limited features and may lack the ability for the end-user to save the end product. The trial version shall be used for review and evaluation purposes for a limited time period only which is normally 30 days. We reserve the right to choose the number of days allocated for the use of the trial version of the Program. The trial version shall not in whatsoever manner be used for a commercial or business purpose. We reserve the sole right to decline any request made for a trial version.

(ii) You can make a request for the purchase of a full licence (s) directly from our website. We shall use our reasonable endeavours to deliver the License File (s) over the internet to the e-mail address supplied by You within 24 hours following receipt of the complete payment. Notwithstanding the above, delivery time can be extended due to unforeseen circumstances which are not within our control and We shall not be held liable. You shall be responsible for all use of Your licence(s) and you shall not disclose the licence login details or allow it to be used except for installation and use of the Program by You.

(i) Licence

As provided in section 2 the Program requires a licence in order to operate. The Company offers different types of licenses as provided on our website. Upon a request for a particular licence, We shall assess the eligibility of the User for the particular licence and in the event that a user does not meet the requirement for a particular licence as provided under Our website we shall refund the User the paid amount after deduction of any incidental costs and the User shall be advised to purchase the licence to which he is eligible.

(j) Beta Licence

The program will often contain features that are under the beta testing phase. Users will be informed of the features that are under beta testing. These features are covered under the beta licence Addendum. Beta features present in any type of licence is not to be used for any commercial purpose.

3. CONFIDENTIALITY

You acknowledge that the Programs contain trade secrets and other valuable and confidential information of Us and our licensors and you shall not act or fail to act in any way or manner to intentionally or negligently harm Our or our licensors' rights in our or their respective intellectual property in the Programs, Licence(s) and Documentation. The Programs, Licence(s) and Documentation together with any other information learned in connection therewith that should reasonably be considered confidential under the circumstances are "Confidential Information". You shall disclose Confidential Information only on a need-to-know basis to your employees. You may not disclose any Confidential Information to a third party and you shall use all reasonable care to keep the Confidential Information confidential consistent with the granting of your licensed rights.

Exceptions to Confidentiality:

The above confidentiality obligation shall not apply to Confidential Information which –

(i) is received by you from a third party with no duty of confidentiality to us;

(ii) was in your possession before you received it;

(iii) is independently developed by you without reliance on the Confidential Information; or

(iv) is or becomes publicly available through no fault of yours.

4. CHANGE OF LICENCE TERMS

The Company reserves the right, in its sole discretion, to update or modify these Terms (which include this Agreement, the privacy policy, and other policies and guidelines governing the use of the Program and Licence(s) referenced or incorporated herein) from time to time. Any such updates or modifications will apply to future versions, updates, or releases of the Program made available after the changes are implemented. The Terms You accepted upon installing and activating a specific version of the Program will continue to govern Your use of that version. Accessing and using future versions, updates, or releases of the Program may require Your acceptance of the then-current Terms presented to You during the installation or update process. For critical operational or security reasons, the Company may, at its discretion, require users to update to a newer version of the Program (which will be subject to the then-current Terms) to continue using the Program or certain functionalities.

5. COMPLIANCE WITH EXPORT LAWS

The Programs and Licence(s) are subject to applicable export control laws and regulations, including those of the United States and the United Kingdom ("Export Laws"). You agree to comply with all Export Laws. Regardless of any other provision in this Agreement or any other agreement, you and any third party are prohibited from exercising any rights under this Agreement in violation of Export Laws. You may not transfer this Agreement to any party if such transfer would violate Export Laws. Any export control limitations imposed by us on the use, transfer, or re-export of the Programs, as documented separately, shall supersede any conflicting terms in this Agreement. You are solely responsible for ensuring your compliance with all applicable Export Laws, including any updates or revisions.

6. LIMITED WARRANTY

(a) Subject to paragraph (b), We warrant that for a period of thirty (30) days from the date of delivery of the licence(s):

(i) the program shall be free of defects under normal use; and

(ii) the program shall substantially conform to its published specifications as provided in the documentation. This limited warranty extends only to the original licensee.

(b) The thirty(30) days includes the use of the Trial Licence period whereby any subsequent purchase of the Full Licence will be pro-rated from the day of the Use of the Trial Licence.

(c) If a Program does not operate as warranted and you notify us within the Warranty Period your exclusive remedy and our sole liability shall be limited to -

(i) the correction or workaround of major defects within a reasonable time; or

(ii) if such correction or workaround prove neither satisfactory nor practical, termination of the relevant licence and refund of the licence fee paid to us for the Programs after deduction of any incidental fees incurred thereon.

(d) EXCEPT AS EXPRESSLY PROVIDED ABOVE THE PROGRAMS AND DOCUMENTATION ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND EXPRESS OR IMPLIED INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, INFRINGEMENT EXCEPT FOR AS SPECIFIED IN 8(b) DESIGN OPERATION AND FITNESS FOR A PARTICULAR PURPOSE AND THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE PROGRAMS IS WITH YOU. NEITHER WE NOR OUR LICENSORS WARRANT THAT THE PROGRAMS WILL BE ERROR-FREE, UNINTERRUPTED, VIRUS-FREE, SECURE, SUITABLE FOR YOUR NEEDS, PRODUCE SPECIFIC RESULTS OR THAT ERRORS OR FAILURES WILL BE CORRECTED. YOU ACKNOWLEDGE THAT YOU HAVE RELIED ON NO WARRANTIES OR PROMISE OTHER THAN THE EXPRESS WARRANTIES HEREIN.

7. REFUND POLICY

The Company shall provide you with a refund of the licence fee only in circumstances as expressly provided in the Agreement. Accordingly, the amount refunded will be credited to Your bank account within a reasonable time with deduction of incidental costs which will includes but is not limited to a pro-rated deduction of the number of days the Program has been used by You up to the first reported issue qualifying for a refund. The Company may in its sole discretion refund the full amount it received for the licence purchased.

8. INDEMNIFICATION

(a) You agree to indemnify, defend and hold harmless the Company and its affiliates, successors, officers, directors, employees and representatives against and from any and all actions, claims, demands, costs, liabilities, losses, expenses (including reasonable attorneys’ fees and court costs whether incurred as the result of a third party claim or a claim to enforce this provision) and other damages (collectively "Losses") arising out of or in connection with any and all third party claims relating to any use of the Programs by You and any act or omission of yours including third party claims related to your activities pursuant to this Agreement except to the extent we indemnify you as described below[cite: 98, 99].

(b) BY MPMsim. We agree to indemnify, defend, and hold you (which for this purpose includes your affiliates, successors, officers, directors, employees and representatives) harmless against and from and to the extent you suffer any Losses because the licensed Programs infringe a third party's intellectual property rights.

(c) Limitation. We shall have no liability or obligation to You hereunder for any infringement based upon

(i) the combination of any of the licensed Programs with any other software, hardware or other products not developed by us;

(ii) the use of other than a current unaltered version of the licensed Programs;

(iii) any use of a licensed Program for other than its intended purpose;

(iv) modifications, improvements and derivative works of the licensed Programs created by or on behalf of you; or

(v) if you breach this Agreement for failure to pay amount due.

(d) Cooperation. The party seeking indemnification in connection with any claim or action described in this Section

(i) shall give a prompt written notice of the claim to the indemnifying party;

(ii) in connection with the settlement and defence of the claim the party seeking indemnification shall cooperate with the indemnifying party;

(iii) unless the claim may be settled without the indemnified party’s prior written consent (which will not be unreasonably withheld), the indemnified party shall permit the indemnifying party to control the defence and settlement of the claim. Furthermore, the indemnified party may participate in the defence and settlement of the claim (at its cost).

(e) Third Parties. You shall notify us of the names, addresses and contact information of third parties who have access to or use the licensed Program on Your behalf. Your other obligations stated in this Agreement are not limited by this provision.

(f) Prevailing Party. The prevailing parties shall be entitled to recover its reasonable attorney’s fees and other costs incurred from bringing legal action and other proceedings that have stemmed from the breach of this Agreement. The prevailing party is also entitled to receive any relief that was due to it.

(g) ARBITRATION.

(i) The parties agree that any controversy, claim or dispute arising out of or related to the Services provided MPMSIM LTD OR MPMSIM or the TERMS or the privacy policy or any policy or any terms and condition relating to MPMSIM LTD or the breach thereof shall be settled by binding arbitration whereby the rules of arbitration will be determined by the mutual consent of both parties. In case the parties are not able to come to decision the courts shall be used to decide the rules of arbitration.

(ii) The arbitration award shall be final and binding upon the parties. In the event of a breach of the award, the prevailing party may seek enforcement of the award and any appropriate remedies, including damages, through any court of competent jurisdiction.

(iii) Expenses for the arbitrators' services, the court reporter fees and other costs of the proceeding shall be borne by both parties. However, each party shall be responsible for compensating its own representatives and witnesses.

(iv) Section 8(g)(iii) can be changed by mutual consent of both parties.

(h) Assignment and Transfer. You may not assign or otherwise transfer this Agreement its rights and obligations in whole or in part by operation of law or otherwise to any prospective assignee or prospective transferee unless You provide Us with the identity and contact information of any prospective assignee or transferee of your rights and obligations. The assignment or transfer may only occur if it is acceptable to Us and has been approved in writing by Us. In the case of any permitted assignment or transfer of your rights and obligations under this Agreement, this Agreement or the relevant provisions shall be binding upon and inure to the benefit of the successors, executors, heirs, representatives, administrators and assigns of the parties hereto. We may charge you an administrative fee for any permitted assignment.

(i) Miscellaneous. You shall not grant any ownership right or security interest in the Programs to any person. You shall comply with all laws applicable to you in the jurisdiction in which you use the Programs. A waiver for the breach of any provision of this Agreement may only be in writing and the waiver of such breach shall not operate or be construed as a waiver of any subsequent breach. If any Term should for any reason be held invalid or unenforceable in any respect the remainder of this Agreement shall be enforced to the full extent permitted by law. A court of competent jurisdiction is hereby empowered to modify the invalid or unenforceable provision to make it valid and enforceable. This Agreement and the applicable Addenda hereto (if relevant) contain the entire understanding of the parties and except as provided herein it may not be changed except in a writing signed by You and Us. You may not bring any action against Us or our licensors more than two (2) years after the cause of action accrued.

(j) No purchase order or any other standardised business form issued by You and even if such purchase order or other standardised business form provides that it takes precedence over any other agreement between the parties shall not 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 standardised business form is not recognised as a subsequent writing and will not act as acceptance of such terms.

9. LIMITATION OF LIABILITY

OUR SOLE LIABILITY OR OBLIGATION UNDER THIS AGREEMENT IS THE REPLACEMENT OF DEFECTIVE MEDIA ACCORDING TO THE LIMITED WARRANTY ABOVE. IN NO EVENT SHALL WE OR OUR LICENSORS BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES INCLUDING WITHOUT LIMITATION THIRD PARTY CLAIMS AND LOSS OF PROFITS DATA OR ANY OTHER LOSS EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES E.G. IF WE ARE UNABLE TO REMEDY ANY DEFECT IN THE PROGRAMS. OUR LIABILITY IS LIMITED TO THE REFUND OF THE AMOUNT PAID TO US FOR THE LICENCE FEE AS DETAILED AT SECTION 7.

10. TERMINATION OF CONTRACT

(a) Termination

(i) If You breach any term and You have not cured the breach within sixty(60) days, We may terminate this Agreement by written notice to You and if the breach is for non-payment the Agreement shall be terminated within fifteen (15) days thereafter.

(ii) At any time and for any reason you may terminate this Agreement but you shall not be entitled to any refund.

(b) Effect Of Termination. Immediately upon termination of this Agreement for any reason -

(i) your rights shall cease and all rights granted herein shall automatically revert to Us;

(ii) You shall stop using the Programs Licence(s) and Documentation;

(iii) You shall erase all copies of licensed Programs and Licence(s) from your computers;

(iv) you shall pay all amounts due to Us; and

(v) You shall take such acts and execute all documents we reasonably request to register or effect the termination. Within five (5) business days of the termination you shall provide Us with a written declaration signed under penalty of perjury by you attesting to compliance with the provisions of subsections (ii), (iii) and (iv) above. Expiration or termination of this Agreement shall not relieve a party of obligations accrued before such event. In addition sections 2(b), 3, 5, 6, 8(a), 8(b), 8(c), 8(d), 8(f), 8(h), 10(b) shall survive the expiration or termination of this Agreement.

(c) Licence Term. This agreement shall be for an annual basis for a term as identified in the purchase order or as accepted by Us or our invoice unless the agreement has been terminated earlier according to the terms. Annual licences will end after a year, i.e three hundred and sixty five (365) days unless the then-current annual licence fee has been previously remitted to Us and You have been issued new annual Licences. Term licenses will end after their term unless the then-current term licence fee has been previously remitted to us and you have been issued new Annual Licence.

(d) Maintenance and Support.

(i) Limited Free Assistance: With the purchase of each license, and during any trial period, You are entitled to limited free assistance for the current license term. This assistance is specifically for:

(A) Installation and Licensing: Troubleshooting issues related to the installation and activation of the Software.

(B) Software Usage Guidance: Providing guidance on how to use the Software's features and functionalities to address FEA problems that fall within its documented capabilities. This includes advice on specific operations within the Software but does not involve Us processing Your problem on Our systems. For each purchased license, We will address one (1) support issue at a time.

(C) Response Expectations: We aim to respond to support requests within five (5) business days, depending on staff availability. However, We do not guarantee a response within this timeframe or the successful resolution of Your issue.

(D) Limitation of Liability for Support: Our support is provided on a best-efforts basis, and We shall not be liable for any failure to provide support or for any outcomes resulting from the support provided. Our responsibility is limited to assisting You in good faith with using the Software to reach the processing stage.

(E) Data Security: Please be aware that We are not responsible for the security or confidentiality of files transferred using third-party services. Our security and confidentiality obligations apply only to files processed directly by Us on Our own servers and equipment.

(ii) Maintenance includes:

(A) support by telephone, including video calls or electronic mail regarding the installation and/or use of the licensed Programs and their interaction with supported hardware operating environments and other software products;

(B) subsequent releases of the updates of the Program during the licences period will be free of charge within the licensed period; and

(C) reasonable commercial efforts to:

(i) provide workarounds within a reasonable time for any material programming errors in the current release of the Program which are directly attributable to Us; and

(ii) correction of such errors in the next available release provided You provide Us with sufficient information to identify such errors. Maintenance services may be renewed at the then-current price as long as we offer such services.

11. PRIVACY OF USER DATA SHARED

Data collected are split between personal data and data about the Program. Any data collected from you about the Program is strictly on a voluntary basis whereby you are requested to send us the crash report. The data collected is anonymised and stored for the purposes of fixing the issue giving rise to the problem. Personal data are collected in order to associate your account to You and your licence. It is collected on the basis that it is necessary in order for the Program to function, provide patches and updates and to contact the licensee whenever required on a strictly necessary basis for the continuous functioning of the Program during the term of the licence. Personal data collected for trial licences are kept on the basis of legitimate interest in order to ascertain those who have already made use of the Program on a trial basis. Personal data collected is neither shared nor sold to third parties. Personal data are only communicated to third party partners (e.g Paypal, banks and distributors) in order to process payments. Personal data will also be communicated in the event it is required by law or in order to comply with a lawful Court order or lawfully requested by the countries’ competent authorities. We use reasonable tools at our disposal to ensure the security of the data collected, including but not limited to encrypting any personal data collected from licensees and anonymising them when possible. By installing and using the Program, you understand and agree to the collection, use and sharing of your data as detailed above. You, furthermore, understand that all computer systems are vulnerable to breaches and therefore agree that We shall not be liable to any loss or unauthorised access to the data as long as we have used reasonable tools and methods to ensure the safety of the data collected. You further understand and agree that We are not responsible for the action, omissions or security measures in place of the third parties partners and You therefore discharge Us from any liability for any action, omission or failure to have appropriate reasonable security measures in place by our third party partners. Data shared with third party partners are subject to their own respective privacy policies.

12. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of England and Wales.

13. BETA LICENCE ADDENDUM

CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS ("TERMS") BEFORE INSTALLING OR USING THE PROGRAMS OR DOCUMENTATION. ACCEPTING DOWNLOADING OR USING THE PROGRAMS MEANS YOU HAVE ACCEPTED THE TERMS. IF YOU DO NOT ACCEPT THEM RETURN THEN UNINSTALL THE PROGRAM AND DISCONTINUE FURTHER USE (IF APPLICABLE). MPMSIM LTD (“vendor”/ “Our Company”) with its primary place of business located at Piccadilly Business Centre, Manchester, M12 6AE, United Kingdom is providing the licensed program under the following terms and conditions. By agreeing to the terms and conditions, the licensee (“you”) are hereby granted a temporary limited licence to receive review and use the contents under the set forth terms and conditions below.

BACKGROUND

A. Vendor is in the business of developing new software (“Pre-Release Software”).

B. Vendor desires to obtain field-testing of the Pre-Release Software for purposes of refining the Pre-Release Software.

C. Licensee is interested in evaluating the Pre-Release Software and assisting Vendor in such testing (“Beta Test”).

D. In consideration of the mutual covenants contained herein, Licensee agrees to act as a “Beta Site” for Vendor, to report problems and suggestions for enhancements to Vendor, and to assign to Our Company all rights to enhancements as set forth below.

NOW THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

I. LICENCE GRANT

(a) Vendor grants to Licensee a temporary, non-exclusive licence to use and evaluate the Pre-Release Software for evaluation purposes only. Licensee may make a reasonable number of back-up copies, provided that all such copies reproduce all copyright and other proprietary notices that are on the original copy of the Pre-Release Software. Licensee shall have no rights to disclose, sublicense, or transfer the Pre-Release Software to any third party.

(b) The Pre-release software is protected, and requires activation. Activation may be required after hardware modification. Activation associates the use of the software with a specific computer. During activation, MPMSIM LTD will receive information about the computer and the software (licence information, computer location and ID). The licence is issued for use of the software on one licensed computer.

II. BETA TEST

Licensee understands that: (i) it is participating in a Beta Test; (ii) it is receiving a preliminary, pre-release version of the Pre-Release Software, which is not at the level of performance or compatibility of a final, generally available product; and (iii) the Pre-Release Software may not operate correctly and may contain errors.

Licensee agrees to use the Pre-Release Software for evaluation and testing purposes and to provide feedback and error identification to Vendor. The Pre-Release Software is being provided “AS IS,” and Vendor makes no warranty of any kind with respect to the Pre-Release Software. Licensee assumes all risk of use and performance.

(c) Licensee will report every Program Failure fully. Licensee will notify Vendor promptly if any damage occurs or if failures become excessive. Licensee will forward reports to Vendor.

III. OWNERSHIP

The Pre-Release Software, all documentation relating thereto, and all copies thereof shall remain the exclusive property of Vendor. Licensee acknowledges that Vendor owns all right, title, and interest in and to its intellectual property, even if Licensee’s suggestions and comments are incorporated into subsequent versions.

IV. CONFIDENTIALITY

The Pre-Release Software, all documentation relating thereto, all materials provided by Vendor, and all test results and other information relating to the Pre-Release Software shall be considered Vendor’s confidential information (“Confidential Information”). Licensee will use the Confidential Information only during the term of the Beta Test; will take steps to protect the confidentiality of the Confidential Information; and will not, without Vendor’s written permission: (1) Demonstrate, copy, sell, market, or otherwise disclose the Confidential Information to any third party; (2) Publish any performance or quality information relating to the Pre-Release Software; or (3) Modify or reverse engineer the Pre-Release Software (except as set forth below).

(a) EU Licensees: If you are a licensee in the European Union, you have the right to reverse engineer the Programs solely for the purpose of creating an independent program that is interoperable with the Programs or another program, or to understand the underlying ideas and principles of the Programs ("Permitted Objective"), subject to the following conditions: (i) The information necessary to achieve the Permitted Objective has not been publicly available or provided by us within a reasonable time after your written request; (ii) Your reverse engineering is limited to the parts of the Programs essential for achieving the Permitted Objective; (iii) The information gained is used only for the Permitted Objective and is not disclosed to others, except as necessary to achieve that objective; and (iv) The information obtained is not used to create a program that is functionally similar to any Program, including by translating the Programs into other computer languages, or for any other activity that infringes our copyright in the Programs.

(b) Exclusions: The above confidentiality obligation shall not apply to Confidential Information which – is already publicly available; becomes publicly available through Licensee’s commercial use or sale of products; is independently discovered by Licensee; or is legitimately learned from another source.

(c) These obligations last for 10 years from receipt of the Confidential Information or until one of the exclusions applies.

IV. DISCLAIMER OF ALL WARRANTIES

LICENSEE ACKNOWLEDGES THAT THE BETA VERSION MAY CONTAIN DEFECTS. VENDOR HAS NO RESPONSIBILITY TO CORRECT DEFECTS OR ENSURE THAT THE PRE-RELEASE SOFTWARE OPERATES PROPERLY. VENDOR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE PRE-RELEASE SOFTWARE IS PROVIDED “AS IS,” AND LICENSEE ASSUMES ALL RISK.

VI. DISCLAIMER OF LIABILITY

VENDOR SHALL HAVE NO LIABILITY FOR ANY PROBLEMS CAUSED BY THE PRE-RELEASE SOFTWARE, INCLUDING DIRECT, INDIRECT, OR CONSEQUENTIAL DAMAGES.

VII. TERM AND TERMINATION

The term of this Agreement shall be determined by Our Company unless terminated sooner. Either party may terminate this Agreement at any time. Upon termination, Licensee will (i) erase or destroy all copies of the Pre-Release Software; and (ii) return all other copies and documentation to Vendor.

VIII. GENERAL PROVISIONS

(a) Assignment: This Agreement may not be assigned without Vendor’s written approval.

(b) Notices: All notices must be in writing and served personally or by mail (certified, registered, or courier). Complete upon receipt.

(d) Relationship: The parties are independent contractors. No authority to bind other party.

(e) Survival: The confidentiality obligation survives termination.

(f) Headings: For convenience only.

(g) Amendments: Only in writing signed by both parties. Purchase orders do not supersede.

(h) Entire Agreement: Supersedes previous communications. No reliance on unstated representations.

(i) Waiver: Failure to enforce a right is not a waiver.

(j) Severability: Invalid provisions reformed or stricken.