============================= DPF PREVIEW LICENSE AGREEMENT ============================= BY PASSING THE VALUE “Y” TO ENVIRONMENT VARIABLE “ANSYS_DPF_ACCEPT_LA” LICENSEE’S AUTHORIZED REPRESENTATIVE LEGALLY BINDS LICENSEE TO THE TERMS AND CONDITIONS CONTAINED IN THIS DPF PREVIEW LICENSE AGREEMENT (“AGREEMENT”). 1. DEFINITIONS --------------- (a) "Ansys" means ANSYS, Inc. (b) “Evaluate” and its derivatives shall mean internal evaluation and exploration of the features of the Technology such as usability, speed, functionality, engineering applicability, data extraction, and data reporting (c) "Licensee" means the person or entity entering into this Agreement through its authorized representative by indicating agreement to the terms as outlined herein and who is authorized by Ansys to use the Technology. (d) "License Term" means the period during which Licensee is authorized to its Existing Licenses in accordance with the applicable license grant. (e) “Technology” means the certain proprietary technology that is developed, owned, or licensed by Ansys that is currently in an experimental or pre-release state known as the DPF Server. 2. LICENSE GRANT ----------------- (a) Ansys hereby grants to the Licensee a limited term, royalty-free, personal, non-transferable, non-exclusive, non-assignable, internal license to Evaluate the Technology (the “Purpose”) and all documentation provided by Ansys in connection with the Technology (“Evaluation License”) for the duration of the License Term. The Licensee will not (and will not attempt to nor allow any third party to or attempt to) adapt, alter, amend, modify, reverse engineer, decompile, disassemble, or decode the whole or any part of the Technology. (b) Licensee shall not duplicate, distribute, or otherwise make the Technology available in any way to any third party, nor permit the Technology to be used by its employees for any purpose other than the Purpose(s). (c) To facilitate Licensee’s use of the Technology, Licensee may need to use existing licenses of Ansys software (“Existing Licenses”). Use of such Existing Licenses shall be subject to the current written software license agreement by and between Ansys and Licensee governing the use of the Existing Licenses (“License Agreement”). (d) All rights not expressly granted to Licensee hereunder are reserved by Ansys. (e) Licensee understands and agrees that it is accepting the Evaluation License to the Technology on an experimental basis for exploration and Evaluation purposes only. Licensee further understands and agrees that it is anticipated that there are likely Technology Deficiencies. Accordingly, Licensee agrees that the Technology should not be relied upon at all in connection with the operation of any aspect of its business. (f) Ansys may terminate this Agreement at any time for any reason or no reason upon ten (10) days’ written notice to Licensee. Upon expiration or termination ofthis Agreement and any Evaluation License(s), Licensee shall uninstall the Technology from the computer(s) on which it is installed, and all copies thereof shall be either destroyed or returned to Ansys. 3. LICENSEE OBLIGATIONS AND FEEDBACK ------------------------------------- (a) Licensee shall report to Ansys any malfunctioning, bugs, and errors of functional deficiencies in the Technology ("Technology Deficiency(ies)") detected while Evaluating the Technology, (e.g., if the Technology is not performing in accordance with Ansys’ specifications). (b) Licensee may provide suggestions, observations, feedback, commentary, recommended use cases or other statements (collectively, the "Feedback") to Ansys concerning the Technology or other information provided by Ansys. Licensee agrees that any Feedback shall be given on an entirely voluntary basis and will not create any confidentiality obligation for Ansys. Notwithstanding anything herein to the contrary, in no event shall Feedback be considered Licensee’s confidential information. The results of the Evaluation and any Feedback or Technical Deficiencies reported to Ansys by Licensee shall be considered Technology Confidential Information of Ansys. (c) Ansys shall be free to disclose and use the Feedback and the contents of Licensee’s reports of Technology Deficiencies as it sees fit, without any obligation of any kind to the Licensee. 4. WARRANTY DISCLAIMERS, LIMITATION OF LIABILITY ------------------------------------------------- (a) THE TECHNOLOGY IS PROVIDED BY ANSYS "AS IS" AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL ANSYS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. 5. PROPRIETARY RIGHTS ---------------------- Licensee acknowledges and agrees that the Technology is the proprietary property of Ansys and that Ansys is the owner or authorized licensee of all copyrights, trademarks, patents, trade secrets and other proprietary information in and related to the Technology. Accordingly, all right, title, interest, ownership rights, and intellectual property rights in the Technology and any and all improvements, modifications, fixes, or enhancements that arise through the exploration relationship, regardless of whether such items are created or suggested by Licensee, shall belong to and/or remain with Ansys. Licensee acknowledges such ownership and intellectual property rights and will not take any action to jeopardize, limit or interfere in any manner with Ansys’ ownership of or rights with respect to the Technology. The Technology is protected by copyright and other intellectual property laws. 6. CONFIDENTIALITY ------------------- (a) Licensee hereby acknowledges that the Technology and associated documentation embodies confidential and proprietary information, including trade secrets, owned by Ansys or its affiliates or suppliers (the “Technology Confidential Information”). Licensee agrees (i) to hold the Technology Confidential Information in strict confidence; (ii) not to use the Technology Confidential Information in any way, commercially or otherwise, except as outlined in this Agreement; and (iii) not to disclose it to any unauthorized person, either before or after expiration or termination of this Agreement, without the Ansys’ prior written consent. Licensee further agrees to protect the Technology Information, using either the same degree of care used to protect its own confidential or proprietary information of like importance or a reasonable degree of care, whichever degree of care is higher. Notwithstanding the foregoing, Licensee may disclose the Technology Confidential Information to its and its Affiliate’s employees who have a need to know in connection with the exercise of Recipient’s rights and obligations under this Agreement. “Affiliate” means any person or entity directly or indirectly controlling, controlled by, or under common control with such party. (b) Licensee’s obligations with regard to the Technology Confidential Information will survive any termination or expiration of this Agreement. 7. MISCELLANEOUS ----------------- (a) Licensee hereby gives assurance that unless notice is given to Ansys, and prior authorization is obtained as required by applicable export laws, Licensee will not knowingly re-export, directly or indirectly, the Technology or any technical data transferred by Ansys to Licensee to any destination or person or entity in violation of U.S. export laws. (b) Ansys does not guarantee that the technology embodied in the Technology or the Feedback provided by the Licensee will be offered at any time as a commercial software product. Licensee agrees that there is no offer for sale of the Technology or any of Ansys’ commercial software products under this Agreement. (c) This Agreement shall be governed by the laws of the Commonwealth of Pennsylvania, excluding its conflict of law provisions. Because the Technology Confidential Information is unique and valuable and breach of this Agreement may result in irreparable injury to Ansys for which monetary damages alone may not be an adequate remedy, Ansys will be entitled to seek specific performance and injunctive or other equitable relief as a remedy for any breach or anticipated breach of this Agreement without the necessity of posting a bond. Any such relief will be in addition to all other legal and equitable remedies. (d) Licensee agrees to execute any assignments, applications and other documents and to take such other actions as may be reasonably requested by Ansys to carry out the purposes of this Agreement. (e) If any provision should be held illegal or unenforceable by a court having jurisdiction, such provision shall be modified to the extent necessary to render it enforceable without losing its intent, or severed from this Agreement if no such modification is possible, and other provisions of this Agreement shall remain in full force and effect. (f) A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, shall not waive such term or condition or any subsequent breach thereof. (g) Licensee shall not assign or otherwise transfer by operation of law or otherwise this Agreement or any rights or obligations herein without the prior express written consent of Ansys. (h) This Agreement shall be binding upon and shall inure to the benefit of the parties, their successors and permitted assigns. (i) The relationship between Ansys and Licensee is that of independent contractors and neither Licensee nor its agents shall have any authority to bind Ansys in any way.