ModuleWorks End User License Agreement (EULA)

IMPORTANT NOTICE: PLEASE READ CAREFULLY BEFORE INSTALLING THE LICENSED MATERIALS:

This license agreement (License) is a legal agreement between the Licensee and the Licensor. Various capitalized terms used in this License are defined in Exhibit A (if the terms are not defined in the main body of this License). 

WE LICENSE YOUR USE OF THE LICENSED MATERIALS ONLY ON THE CONDITION THAT YOU, THE LICENSEE, ACCEPT ALL OF THE TERMS CONTAINED OR REFERENCED IN THIS LICENCE. 

By selecting the ‘I Accept’ button or other button or mechanism designed to acknowledge agreement to the terms of an electronic copy of this License, or by Installing, downloading, Accessing, or otherwise copying or using all or any portion of the Licensed Materials you (i) accept this License on behalf of the person for which you are authorized to act (e.g., an employer) and acknowledge that such person is legally bound by this License (and you agree to act in a manner consistent with this License) or, if there is no such entity for which you are authorized to act, you accept this License on behalf of yourself as an individual and acknowledge that you are legally bound by this License, and (ii) you represent and warrant that you have the right, power and authority to act on behalf of and bind such person (if any) or yourself. You may not accept this License on behalf of another person unless you are an employee or other agent of such other person with the right, power and authority to act on behalf of such other entity. 

If you, the Licensee, are unwilling to accept this License, or you do not have the right, power and authority to act on behalf of and bind such person or yourself as an individual (if there is no such person), (a) DO NOT SELECT THE “I ACCEPT” BUTTON OR OTHERWISE CLICK ON ANY BUTTON OR OTHER MECHANISM DESIGNED TO ACKNOWLEDGE AGREEMENT, AND DO NOT INSTALL, DOWNLOAD, ACCESS, OR OTHERWISE COPY OR USE ALL OR ANY PORTION OF THE LICENSED MATERIALS; AND (b) WITHIN THIRTY (30) DAYS FROM THE DATE OF ACQUIRING THE LICENSED MATERIALS, YOU MAY RETURN THEM (INCLUDING ANY COPIES) TO THE ENTITY FROM WHICH THEY WERE ACQUIRED, ALONG WITH ANY RELEVANT PROOF OF PAYMENT, FOR A REFUND OF THE APPLICABLE LICENCE FEES PAID. 

We license use of the Licensed Materials to you on the basis of this License. We do not sell the Licensed Materials to you. We remain the owners of the Licensed Materials at all times.  Variations to this License will not be effective or legally binding unless in writing and signed by or on behalf of us. 

You should print a copy of this License for future reference. 

Click to Download

Table of Contents

  1. Grant and Scope of License

    In consideration of you agreeing to abide by the terms of this License AND the payment of the relevant Licence Fee, the Licensor hereby grants to you a non-exclusive, non-sublicensable, non-transferable, limited licence to install and use the Licensed Materials under the terms of this Licence, in each case (a) in the Territory, (b) within the scope of the Licence Type, Permitted Number and rights relating to the API specified in the applicable Licence Identification, and (c) in accordance with the other terms of this Licence. Various Licence Types are described in Exhibit B. In any case where the Licence Identification does not specify a Licence Type, Permitted Number or rights relating to the API or there is no Licence Identification, the Licence Type will, by default, be the Evaluation Licence, the Permitted Number will, by default, be one (1) and you shall have no rights to create Add-Ins using the API.

    You may:
    Install and use the Licensed Materials subject to the conditions associated with the relevant Licence Type detailed in Exhibit B (and, in the case of Supplemental Materials, subject to any additional and/or different terms and conditions supplied by the Licensor with such Supplemental Materials, which in the event of any conflict shall take precedence over the terms of this Licence). provided it is used on only one Computer at any one time, transfer the Licensed Materials from one Computer to another within the Licensee organization or entity; make a reasonable number of copies of the Licensed Materials for back-up purposes, or as part of a back-up scheme; and receive and use any free supplementary software code or update of the Licensed Materials incorporating “patches” and corrections of errors as may be provided by the Licensor from time to time.

    Subscription.
    We may offer, and Licensee may elect to acquire, Subscriptions for the Licensed Materials licensed to Licensee under this License (and such Subscriptions may include rights in addition to or different from those set forth in this License). Any Subscriptions are subject to the Licensor’s specific terms and conditions, which are set forth in the applicable Subscription program terms and conditions (and in the event of any conflict, those terms and conditions shall take precedence over the terms of this License). You agree that if you request, accept, or make use of any Subscription, you will be bound by such terms, as they may be modified from time to time in accordance with the applicable Subscription program terms and conditions, and you agree to comply with those terms. You also acknowledge that we may require a further acceptance of such terms as a condition to providing Subscriptions.

  2. Restrictions

    Except as expressly set out in this License or as permitted by any local law, you agree: not to copy the Licensed Materials except where such copying is incidental to normal use of the Licensed Materials or where it is necessary for the purpose of back-up or operational security; subject to Clause 2.2, not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Licensed Materials; not to make alterations to, or modifications of, the whole or any part of the Licensed Materials nor permit the Licensed Materials or any part of them to be combined with, or become incorporated in, any other programs other than, where Clause 14 applies, in accordance with Clause 14; not to disassemble, de-compile, reverse engineer or create derivative works (other than, where Clause 14 applies, in accordance with Clause 14) based on the whole or any part of the Licensed Materials nor attempt to do any such things except to the extent that (by virtue of the Applicable Law) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the Licensed Materials with another software program, and provided that the information obtained by you during such activities: is used only for the purpose of achieving inter-operability of the Software with another software program; is not disclosed or communicated without the Licensor’s prior written consent to any third party to whom it is not necessary to disclose or communicate it; and is not used to create any software which is substantially similar to the Licensed Materials; to keep all copies of the Licensed Materials secure and to maintain accurate and up-to-date records of the number and locations of all copies of the Licensed Materials; to supervise and control use of the Licensed Materials and ensure that the Licensed Materials are used by your employees and representatives in accordance with the terms of this License; to retain all proprietary notices and legends contained on the Licensed Materials and on all copies and to include our copyright notice on all entire and partial copies of the Licensed Materials in any form; not to provide, or otherwise make available, the Licensed Materials in any form, in whole or in part (including, but not limited to, program listings, object and source program listings, object code and source code) to any person without prior written consent from us; not to use the Licensed Materials via any communications network or by means of remote access unless specifically provisioned for and supported by the technical protection measures (TPM) or license compliance system; and where the Licensed Materials include any part of the Cabinet Vision product line to use the Licensed Materials only in connection with your own operations and not for estimating or performing the work of third parties.

    For the avoidance of doubt, nothing in this License shall restrict your ability to raise a charge and grant security over the License with a reputable third-party funder.

  3. Intellectual Property Rights

    You acknowledge that all intellectual property rights in the Licensed Materials throughout the world belong to us (or, in some instances, belong to a third party which has granted us the right to embed its product in the Licensed Materials), that rights in the Licensed Materials are licensed (not sold) to you, and that you have no rights in, or to, the Licensed Materials other than the right to use them in accordance with the terms of this License.

    You acknowledge that you have no right to have access to the Software or Supplemental Materials in source code form or in unlocked coding or with comments.

    The Licensor and its licensors and affiliates take all legal steps to eliminate piracy of their software products. In this context, the Licensed Materials may include a security mechanism that can detect the installation or use of illegal copies of the Licensed Materials, and collect and transmit data about those illegal copies. Data collected will not include any customer data created with the Licensed Materials, but may be personally identifiable data. By using the Licensed Materials, you consent to such detection and collection of data, as well as its transmission. We reserve the right to use TPM to protect the integrity and intellectual property rights of the Licensed Materials. You must not attempt in any way to remove or circumvent any such TPM, nor to apply, manufacture for sale, hire, import, distribute, sell, nor let, offer, advertise or expose for sale or hire, nor have in your possession for private or commercial purposes, any means whose intended purpose is to facilitate the unauthorized removal or circumvention of such TPM. Any personally identifiable data collected as part of such TPM will be used solely to help enforce compliance with this License, and will not be used for sales or marketing purposes.

    You acknowledge that you have read and accept the terms of our Privacy Policy and Website Terms of Use which can be found at Privacy Policy | Datenschutzerklärung | ModuleWorks

    We warrant that at the date of this License our license of the Licensed Materials to you does not infringe the intellectual property rights of any third party provided that your use of the Licensed Materials is in accordance with this License.

  4. Limited Warranty

    We warrant that: 
    any medium on which the Licensed Materials are stored and distributed is (at the time it is supplied) free from defects in design, material and workmanship under normal use; the Software will, when properly used and on an operating system for which it was designed, perform substantially in accordance with the functions described in any User Documentation provided; and that any User Documentation provided, substantially describes the operation of the Software, for a period of 90 days from the date of installation of the Software (Warranty Period). If a defect in delivery medium occurs during the Warranty Period, you should contact the agent, reseller or distributor from whom you purchased the Software, who will replace it free of charge or provide an alternative delivery mechanism at their discretion, subject to confirmation of the original sale.

    If, within the Warranty Period, you notify us in writing of any defect or fault in the Software as a result of which it fails to perform substantially in accordance with the User Documentation, we will, at our sole option, either repair or replace the Software, provide a suitable workaround or reimburse the License Fee, provided that you make available all the information that may be necessary to help us to remedy the defect or fault, including sufficient information to enable us to recreate the defect or fault.

    The warranty does not apply:

    if the defect or fault in the Software results from you having amended the Software;

    if the defect or fault in the Software results from you having used the Software in contravention of the terms of this License; or

    if the defect or fault comes about as a result of or through lack of training on the part of the Licensee.

    If you are a Consumer, this warranty is in addition to your legal rights in relation to Software that is faulty or not as described. You should seek legal advice from the relevant organization in your country.

  5. Limitation of Liability If You Are a Business User

    You acknowledge that the Licensed Materials have not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the Software and the Supplemental Materials as described in the User Documentation meet your requirements.

    You acknowledge and accept that the Licensed Materials may form part of a process that drives industrial machinery, but at all times it is your responsibility to validate the results generated from the Licensed Materials prior to them being used elsewhere. We do not guarantee the correct or expected behavior of any industrial machinery that uses output generated from the Licensed Materials whether directly or indirectly.

    If you are a business customer, we only supply the Licensed Materials for internal use by your business, and you agree not to use the Licensed Materials for any re-sale purposes.

    We shall not under any circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Licensed Materials for: loss of profits, sales, business, or revenue; business interruption; loss of anticipated savings; loss or corruption of data or information; loss of business opportunity, goodwill or reputation; or any indirect or consequential loss or damage.

    Subject to Clause 5.6, other than the losses already set out (for which we are not liable), our maximum aggregate liability under or in connection with this License whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to a sum equal to 100% of the License Fee.

    Nothing in this License shall limit or exclude our liability for: death or personal injury caused by our negligence; fraud or fraudulent misstatement; or any other liability that cannot be excluded or limited by the Applicable Law.

    This License sets out the full extent of our obligations and liabilities in respect of the supply of the Licensed Materials. Other than as expressly stated in this License the Licensed Materials are provided “as is” and without warranties as to performance and accuracy.

    Licensor’s, a reseller’s or a third party’s representatives may have made statements about the Licensed Materials. Any such statements do not constitute warranties or commitment from Licensor because of the diversity of conditions and hardware under which they may be used.

    Except as expressly stated in this License, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the supply of the Licensed Materials which might otherwise be implied into, or incorporated in, this License whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.

    Licensor expressly excludes any warranty that the Licensed Materials: (i) are fit for a particular purpose; (ii) will meet the Licensee’s requirements; or (iii) will be uninterrupted in their operation or error-free.

  6. Limitation of Liability If You Are a Consumer

    You acknowledge that the Licensed Materials have not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the Software and Supplemental Materials as described in the User Documentation meet your requirements.

    You acknowledge and accept that the Licensed Materials may form part of a process that drives industrial machinery, but at all times it is your responsibility to validate the results generated from the Licensed Materials prior to them being used elsewhere. We do not guarantee the correct or expected behavior of any industrial machinery that uses output generated from the Licensed Materials whether directly or indirectly.

    If you are a consumer, we only supply the Licensed Materials for domestic and private use. You agree not to use the Licensed Materials for any commercial, business or re-sale purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

    Subject to Clause 6.5, our maximum aggregate liability under or in connection with this License whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to a sum equal to 100% of the License Fee.

    Nothing in this License shall limit or exclude our liability for:
    death or personal injury caused by our negligence;
    fraud or fraudulent misstatement; or
    any other liability that cannot be excluded or limited by the Applicable Law.

  7. Termination

    We may terminate this License immediately by written notice to you if:
    you commit a material or persistent breach of this License which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so. a receiver or administrative receiver is appointed over you or over any part of your undertaking or assets or if you pass a resolution for winding up (otherwise than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction) or if a court of competent jurisdiction makes an order to that effect or if you enter into any voluntary arrangement with your creditors or become subject to an administration order.

    Upon termination for any reason:
    all rights granted to you under this License shall cease; you must cease all activities authorized by this License; you must immediately delete or remove the Licensed Materials from all computer equipment in your possession and immediately destroy or return to us (at our option) all copies of the Licensed Materials then in your possession, custody or control and, in the case of destruction, certify to us that you have done so; and if applicable, you must delete all Add-Ins you have developed using the Licensed Materials.

  8. Export Rules

    You agree that the Licensed Materials will not be shipped, transferred, or exported into any country or used in any manner prohibited under legislation, or any other export laws, restrictions, or regulations (collectively the “Export Laws”). In addition, if the Licensed Materials are identified as export controlled items under the Export Laws, you represent and warrant that you are not a citizen, or otherwise located within, an embargoed nation and that you are not otherwise prohibited under the Export Laws from receiving the Licensed Materials. All rights to use the Licensed Materials are granted on condition that such rights are forfeited if you fail to comply with the terms of this License.

  9. Notices

    Any notice or other communication given to a party under or in connection with this License shall be in writing, addressed to that party at its registered office (if it is a company), its principal place of business or such other address as that party may have specified to the other party in writing in accordance with this Clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or email.

    A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in Clause 9.1; if sent by pre-paid first class post or other next working day delivery service, on the second business day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by fax or email, one business day after transmission.

    The provisions of this Clause 9 shall not apply to the service of any proceedings or other documents in any legal action.

  10. Confidentiality

    You agree, during the term of this License and thereafter, to keep confidential, and shall not use for your own purposes (other than implementation of the License) nor without our prior written consent disclose to any third party (except your professional advisors or as may be required by any law or any legal or regulatory authority) any information of a confidential nature (including trade secrets and information of commercial value), unless that information is public knowledge or already known to you at the time of disclosure, or subsequently becomes public knowledge other than by breach of this License, or subsequently comes lawfully into your possession from a third party. You shall use reasonable endeavors to prevent the unauthorized disclosure of any such information.

    You shall not make, or permit any person to make, any public announcement concerning this License without our prior written consent (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
    This Clause 10 shall survive any termination of the License.

  11. Transfer of Rights

    We may transfer our rights and obligations under this License to another organization, but this will not affect your rights or our obligations under this License.

    Subject to Clause 2.2, you may only transfer your rights or your obligations under this License to another person if we agree in writing.

  12. Governing Law and Jurisdiction

    12.1      This License, its subject matter and its formation, are governed by German law.

    12.2      Subject to Clause 12.3 you and we both agree that the courts of Germany will have exclusive jurisdiction over any claim or dispute arising from this License.

    12.3      Unless you are an individual entering into this License on your own behalf, nothing will prevent us from bringing a claim against you in any jurisdiction in which you are incorporated, have an office or hold any assets.

  13. Other Important Terms

    If you are a business customer, this License and any document expressly referred to in it constitutes the entire agreement between you and us. You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of us which is not set out in this License or any document expressly referred to in it.

    If we fail to insist that you perform any of your obligations under this License, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.

    Each of the conditions of this License operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.

    We shall not be in breach of this License or liable for delay in performing, or failure to perform, any of our obligations under this License if such delay or failure result from events, circumstances or causes beyond our reasonable control.

Exhibit A

“Access”, “Accessing” and “Accessed” means, with respect to a computer program or other materials, (a) to use or execute the computer program or other materials or (b) to use or otherwise benefit from the features or functionality of the computer program or other materials.

“Add-In” means a software program or script or macro or post processor or other means of Accessing an API developed by the Licensor during the term of this Licence with the use of the Licensed Materials to add value to the Software.

“API” means the application programming interface provided on a Stand-Alone Basis with the Software that allows the Software to be Accessed from an Add-In.

“Applicable Law” means all applicable laws, legislation, European regulations, statutes, statutory instruments, regulations, edicts, bye-laws or directions or guidance from government or governmental agencies which have the force of law whether local, national, international or otherwise existing from time to time.

“Authorised User” means any individual person who Installs or Accesses, or is authorised to Install or Access, any of the Licensed Materials.

“Computer” means (i) a single electronic device, with one or more central processing units (CPUs), that accepts information in digital or similar form and manipulates the information for a specific result based on a sequence of instructions, or (ii) a software implementation of such a device (or so-called virtual machine).

“Consumer” means an individual acting for purposes that are wholly or mainly outside that individual’s trade, business, craft or profession.

“Copyright Statement” means the Licensor copyright information to be included by the Licensee in each Add-In as follows: “This work contains Software owned by ModuleWorks GmbH, Celeritive Inc. and/or their subsidiaries © 2025” or as subsequently amended by us. You agree to update the date reference to the current year on each release of your Add-In and to include any change to this statement upon Licensor’s first request.

“Developer Programme” means, if applicable, the supplementary agreement signed between the Licensor and the Licensee which grants you the right to distribute your Add-In on a commercial or non-commercial basis.

“Educational Purposes” means purposes directly related to learning, teaching, training, and research and development that are part of the instructional functions performed by a primary or secondary educational institution or any degree-granting or certificate-granting institution or any learning, teaching or training facilities, but does not include commercial, professional or for-profit instructional or other purposes.

“Evaluation Purposes” means purposes of evaluation and demonstration of the capabilities of the Licensed Materials but excludes competitive analysis and any commercial, professional, or other for-profit purposes.

“Faculty” means Personnel of a primary or secondary educational institution or any degree-granting or certificate-granting educational institution or any learning, teaching or training facilities and who upon request by us is able to provide proof of such status.

“Install”, “Installation” and “Installing” means, with respect to a computer program or other materials, to copy the program or other materials onto a hard disk or other storage medium.

“License Fee” means the fee payable by you to us in consideration of your use of the Licensed Materials as separately agreed between you and us prior to your acceptance of this License.

“License Identification” means one or more designations by us that set forth the License Type (among other things) for Licensee’s license of the Licensed Materials. The License Identification may be (a) located (i) in the Licensed Materials (e.g., in an “About” box, license information dialog box, or text file of Software), (ii) on or with our packaging, or (iii) in a written confirmation or other notice issued to Licensee by us and transmitted via email, facsimile, physical delivery, or otherwise, or (b) obtained from us on request. For clarification, License Identification does not include a designation, confirmation, packaging or other document provided by a reseller or other third party.

“License Type” means a type of license specified by us for our Licensed Materials, including the types set forth in Exhibit B. License Type includes the terms specified by us for each type of license, including the applicable terms set forth in Exhibit B. License Type is determined by us and may be specified in the applicable License Identification.

“Licensed Materials” means Software, Supplemental Materials and User Documentation (a) downloaded by clicking on the “I accept” button or other button or mechanism associated with this License or by otherwise indicating assent to this License, (b) delivered pre-packaged with this License, or (c) otherwise accompanied by this License, provided that (i) in the case of Software, the Software is identified in an applicable License Identification, and (ii) Licensee has paid (and continues to pay) the applicable fees. Licensed Materials also includes Supplemental Materials and User Documentation that we provide or make available to Licensee for use with Software licensed under this License if there are no separate terms for such materials specified by us. Licensed Materials includes, without limitation, any error corrections, patches, service packs, updates, enhancements, and Upgrades to, and new versions of, the Licensed Materials that we provide or make available to Licensee under this License. Licensee acknowledges that availability of Upgrades and new versions may be subject to additional fees and the Subscription program terms. In addition, Licensed Materials includes, without limitation, any Previous Versions and other materials that Licensee receives or retains pursuant to the Subscription program terms, but only for so long as and to the extent expressly authorized by the Subscription program terms.

“Licensee”, “you” or “your” means (a) the company or other legal entity on behalf of which the Licensed Materials are acquired, if the Licensed Materials are acquired on behalf of such an entity (e.g., by an employee, independent contractor, or other authorized representative), or (b) if there is no such entity, the individual who accepts this License (e.g., by selecting the “I accept” button or other button or mechanism associated with this License or otherwise indicating assent to this License, or by Installing, downloading, accessing, or otherwise copying or using all or any portion of the Licensed Materials). For clarification, “Licensee” refers only to a single, specifically identified legal entity or individual, and does not include any subsidiary or affiliate of any such legal entity or individual or any other related person.

“Licensee’s Internal Business Needs” means, in reference to Licensed Materials, the use of such Licensed Materials (and the features and functionality thereof) by Licensee’s own Personnel to meet the internal requirements of Licensee’s business in the ordinary course of such business, provided that Internal Business Needs will in no event include providing or making available such Licensed Materials (or the features or functionality thereof) to any third party.

“Licensor”, “us”, “our” or “we” means the person named as licensor in the setup programme you use to Install the Software and/or in the User Documentation.

“Networked Basis” means a computing environment that includes a Computer acting as a file server which allows the Licensed Materials Installed on such Computer to be uploaded and Installed to, and operated, viewed or otherwise Accessed from, other Computers through a local area network connection or through a VPN connection subject to compliance with the VPN Requirements.

“Permitted Number” means a maximum number (e.g., number of Authorized Users, number of concurrent users, number of computers, sessions, etc.) applicable to a license of the Licensed Materials and to the License Type associated with such license. Such number is determined by us and may be specified in the applicable License Identification.

“Personal Learning Purposes” means (i) personal learning as a Student or (ii) in the case of a non-Student, personal learning, excluding (a) in-person or online classroom learning in any degree-granting or certificate granting program, and (b) learning related to any commercial, professional or other for-profit purposes.

“Personnel” means (a) Licensee’s individual employees and (b) individual persons who are independent contractors working on Licensee’s premises and who Install and Access the Licensed Materials only on and through Computers owned or leased and controlled by Licensee.

“Previous Versions” means, as to any then-current release of Licensed Materials, a prior release of the Licensed Materials as to which such then-current release is a successor or substitute (as determined by us).

“Software” means a computer program, or a module or component or option of a computer program, distributed or made available by us. The term “Software” may also refer to functions and features of a computer program.

“Stand-alone Basis” means (i) the Licensed Materials are Installed on a single Computer and (ii) the Licensed Materials cannot be Installed on, or operated, viewed or otherwise Accessed from or through, any other Computer (e.g., through a network connection of any kind).

“Student” means an individual person who is, (i) at the time of Installation of Licensed Materials, enrolled (a) at a recognized degree-granting or certificate-granting educational institution for three (3) or more credit hours in a degree-granting or certificate granting education program or (b) in a nine (9) month or longer certificate program and (ii) upon request by us is able to provide proof of such enrolment.

“Subscription” is the program offered generally by us under which we provide (among other things) updates and Upgrades to, new versions of, and certain other support, services and training relating to our Licensed Materials. Subscription is sometimes referred to as maintenance.

“Supplemental Materials” means materials, other than Software and related User Documentation that are distributed or made available by us for use with Software. Supplemental Materials include, without limitation, (a) content, such as sample drawings and designs, modules for drawings and designs, and representations of elements used in drawings and designs, (b) background materials, such as industry codes and descriptions of industry practices, (c) tools for rendering the output of the Software, such as fonts, and (d) only where your License Identification specifies that API is licensed on a Stand-Alone Basis and Clause 14 applies, APIs.

“Territory” (a) means the country, countries or jurisdiction(s) specified in the License Identification, or (b) if there is no such License Identification, or no country or jurisdiction is specified in the License Identification, means the country in which Licensee acquires a license to the Licensed Materials. If the License Identification specifies, or Licensee acquires the Licensed Materials in, a member country of the European Union or the European Free Trade Association, Territory means all the countries of the European Union and the European Free Trade Association. However Licensor may deny Installation, Access and use of the Licensed Materials in any country (subject to reasonable notice) if at any time the laws of such country, in Licensor’s reasonable judgement, render Licensor unable to reasonably protect Licensor’s intellectual property rights in the Licensed Materials or case reasonable uncertainty in Licensor’s ability to license and protect its rights in the Licensed Materials in such country.

“Testing Purposes” means purposes of evaluation and testing of the capabilities of the Software or Supplemental Materials but excludes any production with the Software or Supplemental Materials, competitive analysis and any commercial, professional, or other for-profit purposes.

“Upgrade” means a full commercial version of Licensed Materials (a) which is a successor to or substitute for a qualifying prior release (and may incorporate error corrections, patches, service packs and updates and upgrades to, and may enhance or add to the features or functionality of, the prior release) or different release of Licensed Materials, (b) is provided to a Licensee who has previously licensed the applicable qualifying prior or different release from us and (c) for which we generally charge a separate fee or make available solely to customers under Subscription. Whether Licensed Materials are an Upgrade may be specified in the applicable License Identification. Whether Licensed Materials are an Upgrade and whether Licensee has met the qualifications to license our particular Licensed Materials as an Upgrade are determined by us.

“User Documentation” means the explanatory or instructional materials for Software or Supplemental Materials (including materials regarding use of the Software or Supplemental Materials), whether in printed or electronic form, that we or a reseller incorporates in the Software or Supplemental Materials (or the packaging for the Software or Supplemental Materials) or otherwise provides to its customers when or after such customers license, acquire or Install the Software or Supplemental Materials.

“VPN Requirements” means (i) the Licensed Materials are Accessed through a secure virtual private network (“VPN”); (ii) the maximum number of concurrent users Accessing the Licensed Materials (on a Networked Basis or through the VPN) does not exceed the Permitted Number at any time; (iii) all copies of the Licensed Materials are Installed and Accessed exclusively in conjunction with the technical protection device (if any) supplied with the Licensed Materials; and (iv) the VPN connection is secure and complies with current industry standard encryption and protection mechanisms.

Exhibit B

Stand-alone (Individual) License. If the License Identification identifies the License Type as a

“Stand-alone License” or as an “Individual License,” Licensee may Install a single primary copy of the specific release of the Licensed Materials designated in the applicable License Identification on one (1) Computer, on a Stand-alone Basis, and permit Access to such primary copy of the Licensed Materials solely by Licensee’s Personnel, and solely for Licensee’s Internal Business Needs. This License Type is for a fixed term specified in the applicable License Identification. If no such term is specified, the term is thirty (30) years from Installation or as otherwise authorized in writing by us. 

Multi-seat Stand-alone License. If the License Identification identifies the License Type as a “Multi-seat Stand-alone License,” Licensee may Install primary copies of the specific release of the Licensed Materials designated in the applicable License Identification on up to the Permitted Number of Computers, on a Stand-alone Basis, and permit Access to such copies of the Licensed Materials solely by Licensee’s Personnel, and solely for Licensee’s Internal Business Needs. This License Type is for a fixed term specified in the applicable License Identification. If no such term is specified, the term is thirty (30) years from Installation or as otherwise authorized in writing by us. 

Network License. If the License Identification identifies the License Type for the Licensed Materials as a “Network License,” Licensee may Install copies of the specific release of the Licensed Materials designated in the applicable License Identification on a Computer and permit Access to such Licensed Materials on multiple Computers, on a Networked Basis, solely by Licensee’s Personnel, solely for Licensee’s Internal Business Needs, only so long as the maximum number of concurrent Authorized Users does not exceed the Permitted Number of Authorized Users or other limits imposed by the Licensor (if any). This License Type is for a fixed term specified in the applicable License Identification. If no such term is specified, the term is thirty (30) years from Installation or as otherwise authorized in writing by us. 

Educational Stand-alone (Individual) License. If the License Identification identifies the License Type as an “Educational Stand-alone (Individual) License,” Licensee may Install a copy of the specific release of the Licensed Materials designated in the applicable License Identification on one (1) Computer, on a Stand-alone Basis, and permit Access to such copy of the Licensed Materials solely by Students (and such Students are deemed to be Personnel of Licensee for purposes of the Educational Stand-alone (Individual) License) and Faculty at degree-granting or certificate-granting educational institutions, solely for Educational Purposes and only at and from locations that are not operated for commercial, professional or for-profit purposes. This License Type is for a fixed term specified in the applicable License Identification. If no such term is specified, the term is thirty (30) years from Installation or as otherwise authorized in writing by us. 

Educational Network License. If the License Identification identifies the License Type as an “Educational Network License,” Licensee may Install copies of the specific release of the Licensed Materials designated in the applicable License Identification on a single file server Computer, and Access such Licensed Materials on multiple Computers on a Networked Basis, and permit Access to such copies of the Licensed Materials solely by Students (such Students are deemed to be “Personnel” of Licensee for purposes of the Educational Network License) and Faculty at degree-granting or certificate-granting educational institutions, solely for Educational Purposes, only so long as the maximum number of concurrent Authorized Users does not exceed the Permitted Number of Authorized Users, and only at and from locations that are not operated for commercial, professional or for-profit purposes. This License Type is for a fixed term specified in the applicable License Identification. If no such term is specified, the term is thirty (30) years from Installation or as otherwise authorized in writing by us. 

Evaluation/Demonstration/Trial License. If the License Identification identifies the License Type as “demonstration”, “evaluation”, “trial,” “not for resale” or “NFR” (each, an “Evaluation License”), Licensee may Install a copy of the specific release of the Licensed Materials designated in the applicable License Identification on one (1) Computer, on a Stand-alone Basis, and permit Access to such copy of the Licensed Materials, solely by Licensee’s Personnel, solely for Evaluation Purposes only so long as the maximum number of concurrent Authorized Users does not exceed one (1), and only from Licensee’s work location. An Evaluation License is for a fixed term specified in the applicable License Identification. If no such term is specified, the term is thirty (30) days from Installation or as otherwise authorized in writing by us. 

Alpha/Beta License. If the License Identification identifies the License Type as an “alpha”, or “beta” (each, a “Test License”), Licensee may Install a copy of the specific release of the Licensed Materials designated in the applicable License Identification on one (1) Computer, on a Stand-alone Basis, and permit Access to such copy of the Licensed Materials, solely by Licensee’s Personnel, solely for Testing Purposes, only so long as the maximum number of concurrent Authorized Users does not exceed one (1), and only from Licensee’s work location. A Test License is for a fixed term specified in the applicable License Identification. If no such term is specified, the term is thirty (30) days from Installation or as otherwise authorized in writing by us. 

Fixed Term/Limited Duration/Rental License/Subscription. If the License Identification identifies a license as being for a specified period or limited duration or as having a fixed term (other than the licenses in B.7, B.8, B.9, or B.10) or as a rental license, Licensee’s right to Install and Access the Licensed Materials will continue only for the period, duration or term specified in the License Identification. Such Installation and Access will be in accordance with and subject to the applicable License Type and Permitted Number. If we identify a license in the applicable License Identification as being for a specified period or limited duration, or as having a fixed term, or a rental license but no period, duration or term is specified in the License Identification, the period, duration or term will be ninety (90) days from Installation or as otherwise authorized in writing by us. 

Contact