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License Agreement

NG Logic - SOFTWARE LICENSE AGREEMENT

Narrow Gate Logic, a company located in Warsaw, Poland, (“NG LOGIC”), and the Licensee hereby agree as follows:

1. Definitions

Terms used herein shall have the following definitions:

DESIGNATED FACILITY: The identification of premises, specified in a License Supplement, at which Licensee will use NG LOGIC Programs.

LICENSEE: The person who has accepted the responsibility for ensuring that all usage of the NG LOGIC Programs at the Designated Facility complies with the terms of this Software License Agreement.

NG LOGIC PROGRAM: The computer program(s) specified in a License Supplement and furnished by NG LOGIC to Licensee under the terms of this Software License Agreement, including the NG LOGIC documentation for such program.

LICENSE SUPPLEMENT: A supplement to this Software License Agreement specifying each Designated Facility and each NG LOGIC Program to be licensed hereunder for use at that Designated Facility, including the Designated User, license type (evaluation or full commercial), license fees and duration. A License Supplement may be in the form license key signed with NG LOGIC RSA private key. A License Supplement may modify the terms of a previous License Supplement but may not modify the terms of this Software License Agreement.

2. Delivery and Documentation

NG LOGIC agrees to provide executable versions of each NG LOGIC Program specified in a License Supplement. Licensee shall install the NG LOGIC Programs in accordance with documentation and materials furnished by NG LOGIC.

NG LOGIC shall provide Licensee with electronic versions of the documentation for the NG LOGIC Programs.

3. License

NG LOGIC hereby grants to Licensee and Licensee accepts from NG LOGIC a non-exclusive, non-transferable, royalty-free license. In case of evaluation license the software can be used  solely for evaluation purposes.

4. Restrictions on Use

Licensee agrees not to (i) modify, reverse compile, disassemble, or otherwise reverse engineer any NG LOGIC Program, or allow anyone else to do so (except only to the extent such prohibition is contrary to applicable law); (ii) attempt to access or use portions of the NG LOGIC Program code for which Licensee has not acquired a license; or (iii) except as specifically authorized herein, distribute or transfer the NG LOGIC Program. Licensee also agrees not to remove or destroy any proprietary markings or legends or any encrypted license keys or similar security devices placed upon or contained within any NG LOGIC Program.

All use of any NG LOGIC Program shall be under the direct supervision and control of the Licensee. Licensee hereby asserts to be fully cognizant of the terms and conditions of this Software License Agreement, and to have the authority to exercise such supervision and control.

Each licensed NG LOGIC Program shall only be used at any time at the Designated Facility on a uniquely identified computer processor (node-locked license).

Licensee understands and acknowledges that it is granted only those rights set out in this Software License Agreement and License Supplement and no other rights.

Licensee shall not use any NG LOGIC Program for the purpose of developing products which compete with the NG LOGIC Programs. In no event shall Licensee make all or any part of any NG LOGIC Program available to any third person as part of a data services operation or application services provider or otherwise.

4a Restrictions on Use in case of evaluation license (as determined by the LICENSE SUPPLEMENT)

In case of evaluation license, each NG LOGIC Program shall be used by the Licensee only for the purpose of evaluating suitability of the program for the Licensee’s proposed applications. For the avoidance of any doubt all output generated from any NG LOGIC Program including models, input files, images including screenshots shall not be used for commercial or research purposes, publications, or presentations without the express written consent of NG LOGIC. All files provided by NG LOGIC and all output generated from these files shall remain the property of NG LOGIC and shall not be used for purposes other than internal evaluation.

Any use of any NG LOGIC Program for a commercial purpose or to produce meshes having commercial value, including any project or mesh of a type performed in the normal course of a business or practice, is prohibited.

5. Ownership

Licensee acknowledges and agrees that neither this Software License Agreement nor any License Supplement grants Licensee any title or rights of ownership in any NG LOGIC Program or any right to use, copy, transfer or disclose all or any portion of any NG LOGIC Program except as expressly provided in this Software License Agreement and the applicable License Supplement.

All right, title, and interest in any NG LOGIC Program and in any ideas and know-how which are developed by NG LOGIC in the course of providing any technical services, including any enhancements or modifications made to a NG LOGIC Program, shall at all time remain the property of NG LOGIC. Licensee acknowledges and agrees that the NG LOGIC Program is licensed, not sold.

6. Duration

The license granted under this Software License Agreement shall commence for each NG LOGIC Program on the date that the license key for that NG LOGIC Program has been dispatched to the Licensee.

Unless earlier terminated as provided in Section 12 (Termination), the license as to any NG LOGIC Program licensed on a periodic basis shall continue until the end of the initial license period specified in a License Supplement. If no license period is specified in a License Supplement, the license shall terminate thirty (30) days from receipt of the License Key, at which time the Licensee must return or delete all copies of that NG LOGIC Program. If license period is greater than 50 years, the License will not be terminated at any time.

7. Charges and Payment

NG LOGIC will provide Licensee trial license free of all charges and fees for the period specified in a License Supplement. Full commercial licenses are subject to payments according to current pricelist.

NG LOGIC reserves the right to change its prices, including license fees, without notice.

8. Maintenance, Enhancement and Support

Support for the duration of the license will be provided at NG LOGIC’s sole discretion and may be conditioned upon payment of additional fees.

9. Non-Disclosure

For a period of ten (10) years from the last date that NG LOGIC delivers to Licensee any NG LOGIC Program or any update or improvement thereto, Licensee shall (i) keep confidential and utilize its best efforts to prevent unauthorized disclosure or use of any NG LOGIC Program, and (ii) treat all NG LOGIC Programs with the same degree of care as it treats like information of its own which it does not want to be publicly disclosed or the subject of unauthorized access or use, and (iii) not make or permit to be made any more copies of any NG LOGIC Program than are necessary for the Licensee’s internal use of that NG LOGIC Program at the Designated Facility.

The obligations in this Section shall not extend to any part of any NG LOGIC Program which is now or hereafter publicly known by virtue of disclosures not attributable to Licensee, its agents, employees, consultants, contractors, or any other person or entity under similar restriction not to make such disclosures.

10. Warranty

There is no express warranty provided for the license.

11. Limitation of Liability

Licensee expressly acknowledges that:

a. NG LOGIC shall not be liable for loss of profit, loss of business, or other financial loss which may be caused, directly or indirectly, by the inadequacy of any NG LOGIC Program for any purpose or use thereof or by any defect or deficiency therein.

b. NG LOGIC shall not have any liability with respect to any loss or damage related to or arising from: (i) any failure of any NG LOGIC Program to perform as specified herein except as and to the extent otherwise expressly provided herein; or (ii) any use or application of any NG LOGIC Program or the results or decisions made or obtained by users of the NG LOGIC program.

c. The total of NG LOGIC’s liabilities to Licensee for damages, if any, shall not exceed the amounts paid by Licensee under this Software License Agreement during the twelve (12) months preceding the assertion of Licensee’s claim.

d. No action, regardless of form, arising out of any transaction under this Software License Agreement may be brought by Licensee more than one year after the Licensee has, or by the exercise of reasonable diligence should have had, knowledge of the occurrence which gives rise to such action.

12. Termination

Trial/Evaluation Licenses will terminate automatically on the expiration date if not renewed pursuant to the terms of the License as further defined in Section 6 (Duration) above.

a. NG LOGIC shall have the right without further obligation or liability to Licensee to terminate this Software License Agreement and Licensee’s evaluation license hereunder as to any NG LOGIC Program.

b. The following obligations shall survive termination of the Software License Agreement for any reason: (i) Licensee’s obligations under Sections 9 (Non-Disclosure); and (ii) Paragraph (c) of this Section. Termination of this Software License Agreement will not relieve either party of any obligations arising out of this Software License Agreement prior to or upon the date of such termination.

c. Upon the termination of this Software License Agreement as to any NG LOGIC Program, the license and all other rights granted to Licensee as to that NG LOGIC Program hereunder shall immediately cease, and Licensee shall immediately: (i) return that NG LOGIC Program to NG LOGIC including all documentation, manuals and copies in respect of that NG LOGIC Program; (ii) purge all copies of that NG LOGIC Program and any portions thereof from all CPU’s and storage media and devices on which Licensee has placed or allowed others to place that NG LOGIC Program; and (iii) upon request provide NG LOGIC with written certification that Licensee has complied with its obligations under this Paragraph 12(c).

13. General Provisions

a. Licensee shall not have the right to assign or otherwise transfer its rights or obligations under this Software License Agreement except with the written consent of the other party.

b. This Software License Agreement and any License Supplement shall be governed by and construed in accordance with the laws of Poland and the parties agree to submit to the exclusive jurisdiction of the Polish courts, and shall not be governed by the United Nations Convention on the International Sale of Goods.

c. This Software License Agreement supersedes all proposals, oral or written, and all negotiations, conversations or discussions heretofore had between the parties related to this Software License Agreement. Licensee acknowledges that it has not been induced to enter into this Software License Agreement by any representations or statements, oral or written, not expressly contained herein. The terms and conditions of this Software License Agreement shall prevail, notwithstanding any variance with the terms and conditions of any order or other instrument submitted by Licensee.

d. This Software License Agreement supersedes any and all other Software License Agreements between the parties governing NG LOGIC Programs.

e. This Software License Agreement shall not be deemed or construed to be modified, amended, rescinded, cancelled or waived, in whole or in part, except by written amendment signed by the parties hereto.

f. The obligations of Licensee under Sections 4 (Restrictions on Use) and 9 (Non-Disclosure) hereof are of a special and unique character which gives them a peculiar value to NG LOGIC for which NG LOGIC cannot be reasonably or adequately compensated in damages in the event Licensee breaches such obligations. Therefore NG LOGIC shall, in addition to other remedies which may be available, be entitled to injunctive and other equitable relief in the event of the breach or threatened breach of such obligations.

 

 

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