SOFTWARE END USER LICENSE AGREEMENT

Effective Date:  July 1, 2021

BY CLICKING THE ACCEPTANCE BUTTON, INSTALLING THE SOFTWARE, USING, OR OTHERWISE ACCESSING THE SOFTWARE, YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT, AS WELL AS THE PRIVACY POLICY LOCATED AT https://www.iparametrics.com/privacy-policy-for-gms/

This Software End User License Agreement (this “Agreement”) sets forth the terms and conditions of your use of the accompanying software (the “Software”). For the purposes of this Agreement, “you” means you, the end user, and “Licensor” means iPARAMETRICS, LLC and its subsidiaries and affiliates.

I. LICENSE GRANT

Licensor hereby grants to you a non-exclusive and non-transferable license to use the Software and related documentation (“Documentation”) solely for the intended purposes of the Software as set forth in the Documentation, according to the provisions contained herein, and subject to payment of applicable license fees, if any. You are not permitted to lease, rent, distribute or sublicense the Software or any rights therein. Further, no license is granted to you in the human readable code of the Software (source code). Except as provided below, this Agreement does not grant you any rights to patents, copyrights, trade secrets, trademarks, or any other rights in the Software and Documentation. This Agreement does not entitle you to receive any upgrades to or newer versions of this Software.

II. NO ASSIGNMENT; NO TRANSFER

You agree not to transfer or assign the Software and this Agreement or both to another party without the prior written consent of Licensor. If such consent is given and you transfer or assign the Software and this Agreement, then you must at the same time either transfer any copies of the Software and Documentation to the same party or destroy or return to Licensor any such materials not transferred. Except as set forth above, you may not transfer or assign the Software or rights under this Agreement.

III. RESTRICTIONS

No Modification; No Reverse Engineering.  You agree not to modify, translate, reverse engineer, decompile, disassemble, or create derivative works of the Software or assist someone in performing such prohibited acts.

Reservation of Rights. All rights not expressly granted are reserved by Licensor.

Accessing Services.  Using the Software. Your use of any service accessible using the Software is not covered by this Agreement and may be governed by separate terms of use, conditions, or notices.

Rental. You may not rent or lease or lend the Software and Documentation.

Support Services. Licensor may provide you with support services related to the Software and Documentation (“Support Services”), in its discretion. Use of Support Services, if any, is governed by the Licensor policies and programs described in the user manual, in “online” documentation, and/or other Licensor-provided materials. Any supplemental Software and Documentation code provided to you as a part of Support Services shall be considered part of the Software and Documentation and subject to the terms of this Agreement. With respect to technical and personal information you provide to Licensor as part of the Support Services, Licensor may use such information for its business purposes, including for product support and development. Licensor will not utilize such technical information in a form that personally identifies you except to the extent necessary to provide you with support and/or to fulfill the purpose of the Software.

Replacement, Modification, and Upgrade of the Software and Documentation. Licensor reserves the right to replace, modify, or upgrade the Software and Documentation at any time by offering you a replacement or modified version of the Software and Documentation or such upgrade.  Any such replacement or modified Software and Documentation code or upgrade to the Software and Documentation offered to you by Licensor shall be considered part of the Software and Documentation and subject to the terms of this Agreement (unless this Agreement is superseded by a further Agreement accompanying such replacement or modified version of or upgrade to the Software and Documentation).  In the event that Licensor offers a replacement or modified version of or any upgrade to the Software and Documentation, (a) your continued use of the Software and Documentation is conditioned on your acceptance of such replacement or modified version of or upgrade to the Software and Documentation and any accompanying superseding Agreement and (b) in the case of the replacement or modified Software and Documentation, your use of all prior versions of the Software and Documentation is terminated.

IV. IMPORT/EXPORT RESTRICTIONS

You agree not to import or export the Software or any Documentation (or any copies thereof) or any products utilizing the Software or any Documentation. You shall indemnify Licensor from liability if you import or export the Software or any Documentation in violation of any applicable laws or regulations of the United States or the country to which you have imported or exported.

V. INTELLECTUAL PROPERTY AND OBLIGATIONS TO THIRD PARTIES

The Software and Documentation are protected by copyright and other intellectual property laws and by international treaties. The Software and/or Documentation is licensed, not sold. Furthermore, Licensor and you, as its licensee, may be subject to certain obligations and policies of third parties having rights in the Software and Documentation.  If you violate any such obligations and/or policies, Licensor has the right to terminate this license at any time. If the Software and/or Documentation contains documentation that is provided only in electronic form, you may print one copy of such electronic documentation. You may not copy any printed materials accompanying the Software and/or Documentation.

VI. U.S. GOVERNMENT RESTRICTED RIGHTS

All Software and/or Documentation provided to the U.S. Government pursuant to solicitations issued on or after December 1, 1995 is provided with the commercial rights and restrictions described elsewhere herein. All Software and/or Documentation provided to the U.S. Government pursuant to solicitations issued prior to December 1, 1995 is provided with RESTRICTED RIGHTS as provided for in FAR, 48 CFR 52.227-14 (May 2014) or DFAR, 48 CFR 252.227-7013 (February 2014), as applicable.

VII. TERM AND TERMINATION

This license will be perpetual from the date that you first use the Software, if it is not earlier terminated.

You may terminate this license at any time by destroying the Software and Documentation together with all copies in any form, or by logging off the Software. It will also terminate immediately if you fail to comply with any term or condition of this Agreement.

Without prejudice to any other rights, Licensor may terminate this Agreement if you fail to comply with the terms and conditions of this Agreement. Licensor may terminate this Agreement by offering you a superseding Agreement for the Software and/or Documentation or any replacement or modified version of or upgrade to the Software and/or Documentation and conditioning your continued use of the Software and/or Documentation or such replacement, modified or upgraded version on your acceptance of such superseding Agreement. In addition, Licensor may terminate this Agreement by notifying you that your continued use of the Software and/or Documentation is prohibited.

Upon any such termination, you shall log off the Software and/or destroy the Software and Documentation, together with all copies thereof. You agree not to be entitled to a refund of any applicable license fee, if any, upon early termination of this Agreement.

VIII. GOVERNING LAW

The laws of the State of Georgia, U.S.A. shall govern the construction of this Agreement and you shall be subject to personal jurisdiction in the State of Georgia, County of Cobb, for the purposes of enforcing the provisions of this Agreement.

IX. NO WARRANTIES

LICENSOR PROVIDES THE SOFTWARE AND/OR DOCUMENTATION “AS IS” AND WITH ALL FAULTS, AND MAKES NO WARRANTIES, EXPRESS OR IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, LACK OF VIRUSES, LACK OF NEGLIGENCE, OR LACK OF WORKMANLIKE EFFORT. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SOFTWARE AND/OR DOCUMENTATION IS WITH YOU TO THE FULL EXTENT PERMITTED BY LAW. MOREOVER, IN NO EVENT WILL WARRANTIES PROVIDED BY LAW, IF ANY, APPLY UNLESS THEY ARE REQUIRED TO APPLY BY STATUTE NOTWITHSTANDING THEIR EXCLUSION BY CONTRACT. NO DEALER, AGENT, OR EMPLOYEE OF LICENSOR IS AUTHORIZED TO MAKE ANY MODIFICATIONS, EXTENSIONS, OR ADDITIONS TO THIS SECTION IX.

X. EXCLUSION OF REMEDIES/DAMAGES

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY SHALL LICENSOR, OR ITS SUPPLIERS, DISTRIBUTORS, PROVIDERS, OR RESELLERS, BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, BUSINESS INTERRUPTIONS, LOSS OF BUSINESS OR PERSONAL INFORMATION, FOR LOSS OF PRIVACY FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY PECUNIARY OR OTHER LOSS WHATSOEVER), WORK STOPPAGE, PERSONAL OR PROPERTY INJURY, PHYSICAL OR EMOTIONAL IMPAIRMENT, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER PERSONAL OR COMMERCIAL DAMAGES OR LOSSES ARISING FROM THE USE OF OR INABILITY TO USE THE SOFTWARE (WHETHER OR NOT DUE TO ANY DEFECTS THEREIN) OR FOR ANY CLAIM BY ANY OTHER PARTY, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF LICENSOR SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIMS BY THIRD PARTIES.  UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY SHALL LICENSOR, OR ITS SUPPLIERS OR RESELLERS, BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY AMOUNTS IN EXCESS OF ANY AMOUNT OF THE LICENSE FEE PAID BY YOU FOR THE LICENSE GRANTED UNDER THIS AGREEMENT. THE FOREGOING LIMITATIONS OF LIABILITY SHALL NOT APPLY TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH LIMITATION.  THIS EXCLUSION OF DAMAGES SHALL BE EFFECTIVE EVEN IF ANY REMEDY, THE SOFTWARE, AND/OR THE DOCUMENTATION FAILS OF ITS ESSENTIAL PURPOSE.

XI. INDEMNIFICATION

You shall defend, indemnify, and hold harmless Licensor, its suppliers, providers, distributors, and its resellers from and against liabilities, costs, damages, and expenses (including settlement costs and reasonable attorneys’ fees and including the costs to enforce this provision) arising from any claims from anybody or entity that result from or relate to your use, reproduction, or distribution of the Software or your breach of any representation, warranty, or obligation under this Agreement.

XII. LIMITATION AND RELEASE OF LIABILITY

The Software and/or Documentation was provided to you at no additional charge and Licensor has included in this Agreement terms that disclaim all warranties and liability for the Software and/or Documentation.  To the full extent allowed by law, YOU HEREBY RELEASE LICENSOR AND ITS SUPPLIERS AND PROVIDERS OF THE SOFTWARE FROM ANY AND ALL LIABILITY ARISING FROM OR RELATED TO ALL CLAIMS CONCERNING THE SOFTWARE AND/OR DOCUMENTATION OR ITS USE. If you do not wish to accept the Software and/or Documentation under the terms of this Agreement, do not log onto the Software nor install the Software and/or Documentation.

XIII. SEVERABILITY

In the event any provision of this Agreement is found to be invalid, illegal or unenforceable, the validity, legality and enforceability of any of the remaining provisions shall not in any way be affected or impaired.

XIV. ENTIRE AGREEMENT

You further agree that this Agreement is the complete and exclusive statement of the agreement between you and Licensor which supersedes all proposals or prior agreements, oral or written, and all other communications between you and Licensor relating to the subject matter of this Agreement. This Agreement may only be modified by a written agreement signed by both you and Licensor.

XV. QUESTIONS

Should you have any questions, or if you desire to contact Licensor for any reason, please contact Licensor at: ipds_spsa00@iparametricsds.com

XVI. ACKNOWLEDGEMENT

By downloading, installing or using any part of this Software, you indicate that you have read this Agreement, understand it, and shall be bound by its terms and conditions.