1Definitions

(a)"Named User" means a single, identified individual to whom the Licensee assigns a license, and who may not share it with others.

(b)"Order" means the quotation, order form, or agreement under which the Licensee obtained the Software.

(c)"Documentation" means the user guides and materials Modelware makes generally available for the Software.

(d)"Updates" means bug fixes, patches, and enhancements that Modelware makes generally available to licensees during the license term.

2License Grant

Subject to this Agreement, payment of applicable fees, and the scope stated in the Order, Modelware grants the Licensee a non-exclusive, non-transferable, non-sublicensable, revocable license, during the license term, to install and use the Software solely for the Licensee’s internal business purposes, meaning use by the Licensee’s employees and individual contractors acting on the Licensee’s behalf and not for the benefit of, or to provide services to, any third party, and only up to the number of licenses purchased. Affiliates of the Licensee are not licensed unless identified in an Order.

3Named-User Licenses

Unless the Order states a different licensing model, each license is a Named-User license. A Named-User license is assigned to one individual and may not be shared or used concurrently by multiple individuals. The Licensee may reassign a license to a new individual when the original Named User no longer requires access, provided reassignment is not used to circumvent the licensed quantity.

4License Restrictions

The Licensee will not, and will not permit any third party to:

(a)copy the Software except as reasonably necessary for installation and backup;

(b)modify, adapt, or create derivative works of the Software except as expressly permitted;

(c)reverse engineer, decompile, or disassemble the Software, or attempt to derive its source code, except to the extent this restriction is prohibited by applicable law;

(d)rent, lease, lend, sell, sublicense, distribute, or host the Software for the benefit of third parties;

(e)remove or alter any proprietary notices; or

(f)circumvent or disable any license-metering, activation, or security mechanism.

5Ownership and Reservation of Rights

The Software is licensed, not sold. Modelware and its licensors retain all right, title, and interest in and to the Software, the Documentation, and all related intellectual property. All rights not expressly granted are reserved.

6Updates, Upgrades, and Support

During the license term, Modelware will make Updates available as part of the Subscription and will provide standard support as described in the Order or Documentation. Modelware is not obligated to provide any specific new version or major upgrade unless stated in the Order. Updates are governed by this Agreement unless accompanied by separate terms.

7Third-Party and Open-Source Components

The Software may include third-party or open-source components licensed under their own terms, which may be listed in the Documentation or a notices file. Those terms govern the use of such components and, to the extent they conflict with this Agreement with respect to those components, they control.

8Confidentiality

The Software, its performance characteristics, and any non-public technical information Modelware provides are confidential information of Modelware. The Licensee will protect them with at least reasonable care and will not disclose them except to personnel with a need to know who are bound by confidentiality obligations.

9License Verification

The Software may report usage and license metrics to Modelware for the purpose of verifying compliance with the licensed scope. Upon reasonable notice, and no more than once per year, Modelware may ask the Licensee to certify that its use conforms to the Order. If verification reveals under-licensing, the Licensee will promptly acquire the additional licenses required.

10Term and Termination

This Agreement is effective until the end of the license term stated in the Order, unless terminated earlier. Modelware may terminate this Agreement if the Licensee materially breaches it and fails to cure within thirty (30) days of written notice. The Licensee may terminate at any time by ceasing use and uninstalling the Software, subject to the non-refundable nature of prepaid fees.

11Effect of Termination

Upon termination or expiration, all license rights end, and the Licensee must stop using and uninstall or delete all copies of the Software. Sections concerning ownership, restrictions, confidentiality, disclaimers, limitation of liability, and general provisions survive termination.

12Warranty and Disclaimer

Limited Warranty. Modelware warrants that, for ninety (90) days after initial delivery, the Software will perform materially in accordance with the Documentation. To qualify for a remedy, the Licensee must report the non-conformity to Modelware in writing within the ninety (90) day warranty period. The Licensee’s exclusive remedy is repair, replacement, or, if neither is commercially reasonable, a refund of prepaid, unused fees for the affected licenses.

Disclaimer. EXCEPT AS EXPRESSLY STATED, THE SOFTWARE IS PROVIDED "AS IS" AND MODELWARE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE LICENSEE IS RESPONSIBLE FOR VERIFYING RESULTS PRODUCED WITH THE SOFTWARE BEFORE RELYING ON THEM FOR ENGINEERING OR SAFETY-RELATED DECISIONS.

13Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, MODELWARE WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS OR DATA. MODELWARE’S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE FEES PAID BY THE LICENSEE FOR THE AFFECTED LICENSES IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

14Indemnification

Modelware will defend the Licensee against third-party claims that the unmodified Software, used within the licensed scope, infringes a valid intellectual property right, and will pay costs and damages finally awarded. If the Software becomes subject to an infringement claim, Modelware may procure the right to continue use, modify the Software, or terminate the affected licenses and refund prepaid, unused fees. This section states Modelware’s entire liability for infringement.

15Export Controls

The Software may be subject to United States export control laws, including the Export Administration Regulations. The Licensee will not export, re-export, or use the Software in violation of such laws, and represents that it is not located in an embargoed jurisdiction or listed on a United States restricted-party list.

16U.S. Government Rights

The Software and Documentation are "commercial computer software" and "commercial computer software documentation" under FAR 12.212 and DFARS 227.7202. Any use, modification, reproduction, or disclosure by the United States Government is governed solely by this Agreement.

17Data Collection and Privacy

The Software may collect limited operational and license data as described in the Documentation or the Modelware privacy policy. Modelware processes such data to operate, secure, and improve the Software and in accordance with applicable law.

18General

Governing Law. This Agreement is governed by the laws of the State of California, without regard to conflict-of-laws rules, and the parties consent to the exclusive jurisdiction of the courts in Orange County, California.

Assignment. The Licensee may not assign this Agreement without Modelware’s written consent, except to a successor in a merger or sale of substantially all assets.

Entire Agreement. This Agreement, together with the Order and the Terms of Service, is the entire agreement on its subject and supersedes prior understandings.

Precedence. This Agreement supplements the Terms of Service. In the event of a conflict, an executed Order controls first, then this Agreement with respect to the Software, then the Terms of Service.

Changes to this Agreement. Modelware may update this Agreement from time to time. Material changes will be communicated by reasonable means and take effect upon renewal or on the effective date stated in the notice. Continued use of the Software after that date constitutes acceptance of the updated Agreement.

Severability and Waiver. If any provision is unenforceable, the rest remains in effect, and no waiver is effective unless in writing.

19Contact

Questions about this Agreement may be directed to Modelware Solutions LLC at info@modelware.io.