REVISION ID: 2022-10-31-1

THIS IS THE SIMBUS LTD. (“SIMBUS”) LICENSE AGREEMENT (THE “AGREEMENT”) FOR THE PRODUCTS. THE PRODUCTS ARE LICENSED, NOT SOLD. READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE PURCHASING (OR OTHERWISE OBTAINING) LICENSE KEYS, COPYING, INSTALLING, OR USING THE PRODUCTS.

FOR INFORMATION ON HOW TO CHOOSE THE LICENSE TYPE PRIOR TO MAKING YOUR PURCHASE, CONSULT THE LICENSE GUIDE PRESENTED AFTER THE AGREEMENT.

THE AGREEMENT REPRESENTS THE ENTIRE AGREEMENT BETWEEN YOU (THE “LICENSEE”) AND SIMBUS CONCERNING YOUR RIGHTS TO INSTALL AND USE THE PRODUCTS UNDER THE LICENSE OFFERING YOU ACQUIRE. YOU MUST ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT TO COPY, INSTALL, OR USE THE PRODUCTS. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT, THEN YOU MUST IMMEDIATELY STOP USING THE PRODUCTS.

YOU ACKNOWLEDGE THAT YOU ARE BOUND BY THE PROVISIONS OF THIS AGREEMENT AS SOON AS A LICENSE FILE HAS BEEN GENERATED USING THE LICENSE KEY(S) THAT YOU PROVIDE TO SIMBUS IN YOUR LICENSE FILE REQUEST(S).

YOU SHOULD NOT PURCHASE OR OTHERWISE OBTAIN ANY LICENSE KEYS IF YOU DO NOT ACCEPT THIS AGREEMENT. IF YOU DO NOT ACCEPT THIS AGREEMENT, THEN YOU MUST NOT ACCESS OR USE THE PRODUCTS IN ANY WAY AND YOU MUST UNINSTALL THE PRODUCTS. REFUNDS ARE SUBJECT TO THE SIMBUS RETURNS AND REFUND POLICY.

1. CAPITALIZED TERMS. Capitalized terms used in this Agreement and not otherwise defined in this Agreement shall have the definitions ascribed to them in Article 3 below.

2. LANGUAGE; REFERENCES. U.S. English spellings are used through this Agreement. All references to the masculine gender include the feminine and neuter unless otherwise specified and all references to the singular include the plural and vice versa, save where the context otherwise requires.

3. DEFINITIONS. The definitions are an integral part of this Agreement.

3.1 “Accredited Academic Institution” means a tertiary educational institution that offers diplomas and degrees following programs of academic education and / or research and is accredited by the national government of the jurisdiction in which the License is required.

3.2 “Accredited Educational Institution” means a tertiary educational institution that offers diplomas following programs of vocational education and is accredited by the national government of the jurisdiction in which the License is required.

3.3 “Active License” means a License whose License Start Date precedes the current date and whose License End Date succeeds the current date.

3.4 “Affiliate” means a legal entity which is controlled by, or controls, or is under common control with Licensee. Control means (I) beneficial ownership of at least fifty percent (50%) of the voting securities of a corporation or other business organization with voting securities, or (ii) a fifty percent (50%) or greater interest in the profits and capital of a partnership or other business organization without voting securities, provided that no other individual or entity other than the Licensee also has an equal fifty percent (50%) ownership or interest in the legal entity. Notwithstanding the foregoing, unless Simbus provides its express written consent to treat the entity as an Affiliate, an Affiliate must not include any entity to which Simbus has expressly refused to license (or grant access under a license to) its software products or any entity that had a license for Simbus software products that Simbus expressly terminated.

3.5 “Computer” means either (i) a single physical hardware system containing a single motherboard running an operating system, or (ii) a virtual machine running an operating system.

3.6 “Derivative Form” means one or more software files that Licensee has derived from one or more Product Components (including without limitation by incorporating, translating, or modifying, in whole or in part, any Product Component), and which, if modified or copied without Simbus’ authorization, would constitute a copyright infringement or breach of the Agreement.

3.7 “Designated Platform” means the Platform to which the License or Licenses have been assigned by the Licensee. This is the Platform on which the End User will use the Products.

3.8 “Developer License” means a License Category that permits an End User to create, modify, and save files created using the Products. See also Run-Time License.

3.9 “Documentation” means the user guides, installation guides, technical reports, technical notes, if any, accompanying delivery of a Product or made available on the Simbus website, as may be updated from time to time, including the bug reports made available at the Simbus website. Documentation may be delivered in any medium or language.

3.10 “End User” means an individual authorized by Simbus, Licensee, or an Affiliate to use the Products for Licensee’s Internal Operations, to the extent permitted by the License Offering acquired.

3.11 “Expired License” means a License whose License End Date is in the past.

3.12 “FAQ” means “Frequently Asked Questions”. This is a list of actual and / or anticipated queries regarding the installation of the Product and their use.

3.13 “Grace Period” means a time duration added to the Nominal License Lifetime of a License. The Grace Period permits Simbus to deliver the License File to the Licensee and for the Licensee to install it on the Licensee’s Platform without reducing the time available for using a Product.

3.14 “High-Risk Activities” means activities in hazardous environments requiring fail-safe performance, including without limitation, the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, weapons systems, direct life-support machines, or any other application in which the failure of the Program could lead directly to death, personal injury, or severe physical or property damage.

3.15 “Inactive License Key” means a License Key for which no License File has been created.

3.16 “Individual” means a Licensee who is an individual person.

3.17 “Internal Data” means the values of variables created during the use of a Product that serve as intermediate data and not intended to be accessed by the Licensee or any End User but necessary for the proper functioning of the Product.

3.18 “Internal Operations” means the use of a Product by either (a) an Organization’s employees, consultants, interns, temporary workers, and software administration contractors of Licensee or an Affiliate on behalf of the Licensee or Affiliate, or (b) an individual who is both Licensee and End User.

3.19 “License” means the rights granted by Simbus as mentioned in Article 4 and subject to the remainder of this Agreement to a Licensee that permits a single End User to use a Product on a single Platform. A License has an associated License Category and an associated License Type.

3.20 “License Category” means the category of the License. A License Category can be either “Developer” or “Run-Time”.

3.21 “License End Date” means the end date and time of the License Period and is the date and time of License expiration. The Simbus License Manager will cease permission to use the Product at this date and time.

3.22 “License File” means a file used by the Simbus License Manager to ensure that only the intended End User is able to access the licensed Product or Products on the Platform. A License File is generated by the Simbus Licensing Team using the information in a License File Request provided by the Licensee. A License File is not a Product Component and does not form part of the Products in any way.

3.23 “License File Request” means an encrypted file generated by the Licensee or an Organization’s Technical Administrator that contains licensing information that is used by the Simbus Licensing Team to generate a License File for the Licenses owned by the Licensee. A License File Request contains the one or more of the License Keys purchased or otherwise issued to the Licensee.

3.24 “License Guide” means the License Guide for this release of Simbus Products presented after this Agreement.

3.25 “License Key” means a textual identifier corresponding to a single License. A License Key may be issued following a License purchase or following a request for a Trial License.

3.26 “License Period” means the period of time during which the Simbus License Manager permits Licensee or Licensee’s End Users to use any release of the Products for Internal Operations in the manner granted to Licensee by the License following acceptance of the terms and conditions of this Agreement. The License Period commences with the License Start Date and ends with the License End Date. The License Period duration depends on the License Type and is described further in the License Guide. The License Period duration is always greater than the Nominal License Lifetime.

3.27 “License Start Date” means the start date and time of the License Period. The Simbus License Manager will permit use of the Product at this date and time.

3.28 “License Type” means a specific type of License which confers specific rights, restrictions, and obligations under which Licensee may install and use a Product as described further in the License Guide.

3.29 “Licensee” means you, whether an Organization or individual, to whom Simbus grants the License, and who is responsible for complying with the contractual obligations of this Agreement and ensuring that anyone permitted access to the Products also complies with such obligations.

3.30 “Licensee Point of Contact” means the individual who represents the Licensee if the Licensee is an Organization. The Licensee Point of Contact in this case is likely to be the person that authorized the purchase of Licenses on behalf of the Organization. If the Licensee is an individual, then the Licensee Point of Contact, Licensee, and End User are the same. (For example, this is the case if you are a Student.)

3.31 “Nominal License Lifetime” is the duration for which a License is obtained. The Nominal License Lifetime varies according to License Type as described in the License Guide.

3.32 “Object Code” means the machine code output of a compilation process that uses Source Code as an input.

3.33 “Organization” means the economic entity that licenses Products from Simbus. This includes (but is not necessarily limited to), unincorporated businesses, companies, charities and non-profit organizations, government, industrial research facilities, educational institutions, and academic institutions.

3.34 “Output” means any file(s), file fragments, or data created by Licensee using the Product.

3.35 “P-File” means a content-obscured MATLAB-executable file that has been created from a human-readable MATLAB Source Code file using an obfuscation technique.

3.36 “Party” means either Simbus or Licensee.

3.37 “Parties” means both Simbus and Licensee.

3.38 “PDF” means Portable Document Format.

3.39 “Perpetual License” means the right to use the License indefinitely provided that the Licensee always remains in compliance with the terms and conditions of this Agreement.

3.40 “Personal Data” means any information that can be used to identify (either directly or indirectly) a person. This information may include a name, an identification number, location data, an online identifier, one or more factors specific to the physical, physiological, genetic, mental, economic, cultural, or social identity.

3.41 “Platform” means the combination of computer hardware and operating system for which a License for a Product has been requested or has been obtained.

3.42 “Product” means the software licensed hereunder, including Product Components, Documentation, enhancements, and error corrections. Each product licensed hereunder is a separate Product. Transfer of copies of the Products to your Computers whether by download or otherwise indicates your acceptance of the terms and conditions of this Agreement.

3.43 “Product Component” means any constituent of a Product including, in whole or in part, Source Code files, P-Files, Object Code files, and Support Files.

3.44 “Product Update” means a release of the Products that is newer than the one licensed originally by the Licensee and / or a new product.

3.45 “Run-Time License” means a License Category that permits Licensee or Licensee’s End Users to run files created using Products but not to modify elements of the Products within these files either topologically, parametrically, or in any other way.

3.46 “Simbus” means Simbus Ltd.

3.47 “Simbus License Manager” means the License management Product Component that ensures that only the End User can use the licensed Products on the Platform during the License Period of the corresponding License.

3.48 “Source Code” means human-readable code written in a computing language such as C, C++, Java, MATLAB, MDL, SLX, VHDL, Verilog, or Fortran that is used by Simbus to create its Products. Source Code may transformed into machine-readable Object Code or one or more P-Files by Simbus to create its Products. Source Code also includes header files and other human-readable files necessary for a Product to be compiled in the higher-level language.

3.49 “Student” means an Individual who is enrolled in a program leading to a diploma or degree at an accredited educational or academic institution.

3.50 “Support File” means a constituent file of one or more Products that contains text or data but does not contain Source Code or Object Code.

3.51 “Technical Administrator” means an individual entrusted by an Organization to generate License File Requests for the Organization’s End Users and to install the License Files on the Organization’s Platforms.

3.52 “Technical Support” means assistance with the installation and / or use of the licensed Products, including all available bug fixes and patches, and their interaction with the supported Platforms as described in the License Guide.

3.53 “Third Party” means any person or legal entity that is not Simbus, the Licensee, or an Affiliate.

3.54 “U.K.” means the United Kingdom of Great Britain and Northern Ireland.

3.55 “URL” means uniform resource locator.

3.56 “U.S.” means the United States of America.

3.57 “VAT” means Value Added Tax.

4. LICENSE GRANT. Simbus hereby grants to Licensee, subject to the terms and conditions of this Agreement, a nonexclusive license (the “License”) to:

4.1 assign a combination of Platform controlled by Licensee and single End User for the installation and use of any release of the Product for Internal Operations;

4.2 provide reasonable access to Documentation on Licensee’s intranet, provided it is not accessible over the open Internet;

4.3 print portions of the Documentation for reasonable use by End Users;

4.4 receive Product Updates; and

4.5 receive Technical Support in accordance with the License Type as explained in the License Guide.

5. LICENSE RESTRICTIONS. The License granted is subject to the express restrictions set forth below and any other restrictions set forth in any signed agreement between Simbus and Licensee. Licensee shall not, and shall not cause or permit any other individual or entity to, directly or indirectly:

5.1 modify or create any derivative work of a Product;

5.2 use a Product for any act which infringes copyright of a Product, for instance, by developing, producing, or testing a computer program containing a feature or functionality that is substantially similar in its expression to the expression contained in a Product;

5.3 disassemble, decompile, decrypt, or reverse engineer any Product, License File Request, or License File;

5.4 attempt to gain access to method of operation or Source Code of a Product;

5.5 adapt, translate, copy, convert, use, test, benchmark, or determine the expression or design of, a Product or any materials derived from or generated by a Product, in order to make or distribute an application or software, a principal purpose of which, as reasonably determined by Simbus, is to perform the same or similar functions as a Product or other Simbus product or service or which replaces any component of a Product or other Simbus product or service. Licensee shall not use a Product to compete with the products or businesses of Simbus, including by distributing libraries or any form of an entire Product or Product Component;

5.6 rent, lease, or loan the Product, use the Product for supporting Third Parties’ use of the Product, time share the Product, or provide service bureau or similar service use;

5.7 sell, license, sublicense, provide access, publish, display, distribute, disseminate, assign, or otherwise transfer to a Third Party the Products or any copy thereof, or any license or other rights thereto, in whole or in part, without Simbus’ prior written consent;

5.8 alter, remove, or obscure any copyright, trade secret, patent, trademark, logo, proprietary and / or other legal notices or license files on or in copies of a Product or Product Component, including copies made for backup purposes;

5.9 provide access (directly or indirectly) to any Product via a web or network interface;

5.10 copy, make available for copy, or otherwise reproduce the Products except either (a) as may be required for their installation, or (b) to make a reasonable number of copies solely for back-up purposes;

5.11 access or use Simbus products or services that Licensee is not currently licensed to access or to use;

5.12 allow the Products to be accessed or used by a Third Party;

5.13 disclose or transfer License Keys, Platform login credentials, and / or License Files to a Third Party, or allow them to be used by a Third Party without written authorization from Simbus or as permitted by the License Offering acquired;

5.14 republish the Documentation, except as expressly permitted in Article 4 of this Agreement;

5.15 disable, circumvent, or workaround any technical limitations in the Products;

5.16 access, enable access to, modify, translate, use or otherwise make available temporary intermediate files and Internal Data produced by a Product;

5.17 make any use of the License on behalf of or for the benefit of a Third Party or Affiliate in any manner that would constitute a violation of the License if such use were directly made by such person, or cause any Third Party or Affiliate to make any use of the License on behalf of or for the benefit of Licensee or an Affiliate in any manner that would constitute a violation of this License if such use were directly made by Licensee;

5.18 acquire the License if a principal purpose of the acquisition is to transfer or assign the License to a Third Party or Affiliate unless expressly permitted by Simbus;

5.19 running a second session of a Product, running a Product to serve multiple users, or by manipulation of the Platform clock, for a principal purpose of changing the License Period, or otherwise circumventing the intended operation of the Simbus License Manager;

5.20 use license management software other than the Simbus License Manager which was provided with the release of the Products Licensee is using;

5.21 take any action that requires any portion of the Products to be subject to End User rights incompatible or inconsistent with the restrictions set forth in this Agreement;

5.22 allow access to the Products by an individual who is under 13 years old or otherwise is under the lawful age for providing consent without obtaining the advance written consent of a parent or guardian and storing such consent in a retrievable way;

6. PRODUCT TRIAL EVALUATION; COMPLIMENTARY LICENSES. Licensee agrees to use any Product provided to Licensee as a trial evaluation only for the period of the trial evaluation, only to evaluate it individually for potential purchase of a license to the Product as an End User, to conduct no business with it, to remove it and all Output produced from any of Licensee’s Platforms at the end of the trial evaluation period and to comply with all other obligations and restrictions in this Agreement. Licensee agrees to comply with all obligations and restrictions in this Agreement for any Licenses that are provided on a complimentary basis.

7. RETENTION OF RIGHT, TITLE, AND INTEREST BY SIMBUS. The Products are licensed not sold. The Products, including Derivative Forms of the Products, at all times remain the property of Simbus. Licensee shall have no right, title, or interest therein, except as expressly set forth in this Agreement. Licensee shall take appropriate action by instruction, agreement, or otherwise with any persons permitted access to the Products, so as to enable Licensee to satisfy its obligations under the terms and conditions of this Agreement. Licensee agrees to employ the same security measures to protect the Products and Derivative Forms as it uses to safeguard Licensee’s own proprietary intellectual property, but in no event less than reasonable care.

8. PRODUCT UPDATES. From time-to-time, Simbus may make available new products and revisions to existing Products. Simbus grants the Licensee the entitlement to install and use free Products Updates in a manner consistent with the licenses that they own. Product Updates shall either be made available on the Internet for the Licensee to download or be automatically sent to the Licensee, as Simbus decides. Simbus reserves the right to refuse to provide Product Updates to a Licensee whom it reasonably believes is in breach of this Agreement.

9. TECHNICAL SUPPORT. Simbus shall provide installation and usage support to the Licensee for the Products that they license. Installation and usage support for the current release of the Products and previous three (3) releases of the Products shall be provided. Technical Support consists of: exerting reasonable efforts to both (a) provide, within a reasonable time, workarounds for any material programming errors in the current release of the Products that are directly attributable to Simbus and (b) correct such errors in subsequent releases, provided Licensee gives Simbus sufficient information to identify the errors. Levels of support and services available may vary by License Type as described in the License Guide. Simbus reserves the right to discontinue, in whole or in part, and at any time, offering Technical Support for any Products, feature of a Product, or Platform or to refuse to provide Technical Support to a Licensee whom it reasonably believes is in breach of this Agreement.

10. TERM AND TERMINATION.

10.1 Term. This Agreement starts on the earliest License Start Date of all Active Licenses granted by Simbus and shall continue until the earlier of termination by Simbus or Licensee as provided below or the expiration of all Licenses granted hereunder. The License Period for Run-Time Licenses does not expire.

10.2 Termination by Licensee. Licensee may terminate a License at any time, for any reason. Licensee shall not be entitled to any refund for the purchase of the License if the License is terminated by Licensee.

10.3 Termination by Simbus. Simbus may terminate this Agreement and all Licenses granted hereunder by written notice to Licensee if Licensee breaches any material term or condition of this Agreement, including failure to pay any License fees due, and Licensee has not cured such breach within sixty (60) days of written notification. Simbus may immediately terminate this Agreement and all Licenses granted hereunder if, after requesting and failing to receive from the Licensee adequate assurances of compliance with the terms and conditions of this Agreement, Simbus reasonably believes that Licensee is or is intending to breach any material term or condition of this Agreement. Simbus may immediately terminate upon notice this Agreement and all Licenses granted hereunder should Licensee breach any of the terms and conditions of Article 4, 5, 7, 11, and 12. If Licensee or any of its Affiliates commences or participates in any legal proceeding against Simbus challenging or asserting any intellectual property rights in or against any of the Products licensed hereunder, then Simbus may, without waiving any other legal rights or remedies available to it, immediately terminate this License. The foregoing sentence only applies to (a) a Licensee who has as its principal business the holding of patents and who does not engage, either directly or through an Affiliate, in any material active business of making products that embody the patents or (b) a Licensee who engages, either directly or through an Affiliate, in a principal business of licensing or making available commercial off the shelf software to Third Parties. The provisions of this clause 10.3 apply to all License Types.

10.4 Effect of Termination. Upon termination for any reason, Licensee shall promptly uninstall and return all but archival copies of the Products in Licensee’s possession or control, or promptly provide written certification of their destruction.

10.5 Survival. The following provisions survive any termination of this Agreement: Articles 1, 2, 3, 5, 7, and 10-31.

11. PUBLICITY. Licensee may not use Simbus’ name, trade names, logos, or other trademarks of Simbus in any advertising, promotional literature or any other material, whether in written, electronic, or other form, distributed to any Third Party, except in the form provided by Simbus, and then solely for purposes of identifying Simbus’ Products and services.

12. EXPORT CONTROL. The Products are subject to U.K. export control laws and may be subject to applicable export and import laws and regulations in other jurisdictions including those of the U.S. Notwithstanding any other term of this Agreement or Third Party agreement, Licensee’s rights under this Agreement may not be exercised by Licensee or any Third Party in violation of such laws and regulations, nor may this Agreement be transferred to any party where doing so would result in such a violation. Licensee represents and warrants that Licensee and Licensee’s End Users are not ineligible or otherwise restricted by U.K., U.S., or applicable law to receive Products or Third Party products. Simbus reserves the right not to ship or permit downloading of the ordered Products or otherwise fulfill an order for licenses if, at any time, Simbus believes that such shipment or downloading of such Products, Third Party products, or other fulfillment may violate applicable export control laws. Licensee must not export or re-export the Products. Licensee must not transfer the Products to individuals prohibited from receiving Products by the laws of the Licensee’s jurisdiction. It shall be Licensee’s responsibility to comply with the latest export and import regulations of Licensee’s jurisdiction with respect to all use of the Products.

13. UNITED STATES FEDERAL ACQUISITION. This provision applies to all acquisitions of the Products by, for, or through the U.S. federal government. By accepting delivery of the Products, the U.S. federal government hereby agrees that this software and / or documentation qualifies as commercial computer software or commercial computer software documentation as such terms are used or defined in FAR 12.212, DFARS Part 227.72, and DFARS 252.227-7014. Accordingly, the terms and conditions of this Agreement and only those rights specified in this Agreement, shall pertain to and govern the use, modification, reproduction, release, performance, display, and disclosure of the Products by the U.S. federal government (or other entity acquiring for or through the U.S. federal government) and shall supersede any conflicting contractual terms or conditions. If this Agreement fails to meet the U.S. federal government’s needs or is inconsistent in any respect with U.S. federal government procurement law, the U.S. federal government agrees to return the Products, unused, to Simbus. Nothing in this Agreement requires Simbus to produce or furnish technical data for or to the U.S. federal government.

14. EUROPEAN UNION SOFTWARE DIRECTIVE. For any End User authorized to use the Products within the European Union, any contractual provisions of this Agreement contrary to laws implemented pursuant to Article 6 of Directive 2009/24/EC of the European Parliament and of the Council of 23 April 2009 (the “Directive”) on the legal protection of computer programs or to the exceptions provided for in Articles 5(2) and 5(3) of the Directive shall be null and void solely to the extent decompiling, disassembling, or otherwise reverse-engineering of the Products is necessary to enable the Licensee to achieve the interoperability of an independently created program with the Products or any other permitted objectives specified by such laws implemented under the Directive (collectively, the “Permitted Objectives”), consistent with the Directive, provided that any such information gained is used solely for such Permitted Objectives and solely in the European Union.

15. TAXES, DUTIES, CUSTOMS. Absent appropriate exemption certificates or other conclusive proof of tax exempt status, Licensee shall pay all applicable sales, use, excise, VAT, and other taxes, duties, levies, assessments, and governmental charges payable in connection with this Agreement or the Licenses granted hereunder, excluding taxes based on or measured by Simbus’ income, for which Simbus shall be solely responsible.

16. ASSIGNMENT. Licensee may not assign or otherwise transfer this Agreement or any License hereunder, by operation of law or otherwise, without the written consent of Simbus. Licensee agrees that Simbus may withhold such consent if it reasonably believes that Licensee is in breach of this Agreement or that the proposed assignment or transfer will cause a breach of this Agreement. In the case of any permitted or other lawful assignment or transfer, the terms and conditions of this Agreement including any License hereunder shall be binding upon, and inure to the benefit of, the transferee or assignee.

17. TRADEMARK NOTICE. Simbus, the Simbus logo, “Building Better Systems”, Simbus Bondgraphs, and Simbus Core Toolbox are trademarks or registered trademarks of Simbus Ltd. See https://simbus.com/trademarks/ for a list of additional trademarks. MATLAB and Simulink are registered trademarks of The MathWorks, Inc. Other product or brand names mentioned herein may be trademarks or registered trademarks of their respective holders.

18. LIMITED WARRANTY. Simbus warrants that Simbus, on its own behalf, has the right to grant the License rights hereunder. Simbus further warrants, for a period of six (6) months from the License Start Date, that the Product will perform substantially in accordance with the description of the Product’s operation in the Documentation. Some jurisdictions do not allow exclusion of or limitation on duration of an express or implied warranty or limitation on any applicable statutory rights of a consumer, so the above limitations may not apply to you; in such event, such warranties are limited to the minimum warranty period allowed by applicable law. The Limited Warranty is void if failure of the Product has resulted from accident, abuse, misapplication, improper calibration by Licensee or End Users, Third Party products (either hardware or software) used by Licensee or End Users that are not intended by Simbus for use with the Product, utilization of improper hardware, or unauthorized modification of the Product before and / or after installation of the Product.

19. LIMITATION OF REMEDIES. In the event that a Product does not operate as warranted, Licensee’s exclusive remedy and Simbus’ sole liability under this warranty shall be the correction or workaround by Simbus of major defects within a reasonable time. Should such correction or workaround be impractical, Simbus may, at its option, terminate the relevant License and refund the initial License fee paid to Simbus for the License.

20. DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH IN ARTICLE 18 OF THIS AGREEMENT, NO WARRANTY, EITHER EXPRESS OR IMPLIED, IS MADE BY SIMBUS WITH RESPECT TO THE PRODUCTS, PRODUCT UPDATES, TECHNICAL SUPPORT, OR THEIR USE. SIMBUS DOES NOT MAKE ANY WARRANTY OR REPRESENTATION HEREUNDER WITH RESPECT TO ANY THIRD PARTY PRODUCTS, SOURCE CODE, OR PRODUCTS SERVICES. SIMBUS DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATION THAT THE PRODUCTS, PRODUCT UPDATES, TECHNICAL SUPPORT, THEIR OPERATION, OR ANY RELATED PRODUCTS SERVICES, SOURCE CODE, OR THIRD PARTY PRODUCTS WILL BE UNINTERRUPTED OR ERROR FREE AND DOES NOT WARRANTY, GUARANTEE, OR MAKE ANY REPRESENTATION REGARDING CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. THERE ARE NO OTHER WARRANTIES THAT MAY ARISE FROM USAGE OF TRADE OR COURSE OF DEALING. SIMBUS DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, RELATING TO THE PRODUCTS AND ANY RELATED THIRD PARTY PRODUCTS, SOURCE CODE, AND SERVICES.

21. LIMITATIONS PERIOD. Licensee agrees not to bring an action to enforce your remedies under the Limited Warranty or for breach of warranty more than one (1) year after the accrual of such cause of action.

22. LIMITATION OF LIABILITY. The Products should not be relied on as the sole basis to solve a problem or implement a design whose incorrect solution or implementation could result in injury to person or property. If a Product is employed in such a manner, it is at the Licensee’s own risk and Simbus explicitly disclaims all liability for such misuse to the extent allowed by law. Simbus’ liability for death or personal injury resulting from negligence or for any other matter in relation to which liability by law cannot be excluded or limited shall not be excluded or limited. Except as aforesaid, (a) any other liability of Simbus (whether in relation to breach of contract, negligence or otherwise) shall not in total exceed the amount paid to Simbus under this Agreement in the twelve (12) month period preceding the claim in question, for the Product with respect to which the liability in question arises; and (b) Simbus shall have no liability for any indirect or consequential loss (whether foreseeable or otherwise and including loss of profits, loss of business, loss of opportunity, and loss of use of any computer hardware or software). Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above exclusion or limitation may not apply to Licensee.

23. LICENSEE’S RESPONSIBILITIES FOR PRODUCT USE.

23.1 LICENSEE ACCEPTS RESPONSIBILITY FOR ITS USE OF THE PRODUCTS, PRODUCT UPDATES, AND ANY OUTPUT OBTAINED FROM THEIR USE. SIMBUS SHALL HAVE NO SUPPORT OR WARRANTY OBLIGATIONS, AND DISCLAIMS ALL LIABILITY, FOR OUTPUT DEVELOPED OR DISTRIBUTED BY LICENSEE. LICENSEE WILL DEFEND, INDEMNIFY, AND HOLD HARMLESS SIMBUS AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND RESELLERS FROM AND AGAINST ANY DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING REASONABLE FEES OF SIMBUS’ ATTORNEYS) ARISING OUT OF ANY THIRD PARTY CLAIM OR DEMAND BASED ON OR ARISING FROM, OUT OF OR IN CONNECTION WITH (I) THE CREATION, USE, OR DISTRIBUTION OF ANY OUTPUT BY LICENSEE OR ANY OF ITS AFFILIATES OR (ii) THE USE OF THE PRODUCTS BY LICENSEE OR ANY OF ITS AFFILIATES IN BREACH OF THIS AGREEMENT.

23.2 LICENSEE MUST NOT USE THE PRODUCTS FOR HIGH-RISK ACTIVITIES AS DEFINED IN CLAUSE 3.14. THE PRODUCTS ARE NOT FAULT-TOLERANT AND ARE NOT DESIGNED OR INTENDED FOR USE IN HIGH-RISK ACTIVITIES. SIMBUS EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR HIGH-RISK ACTIVITIES.

24. GOVERNING LAW; JURISDICTION. This Agreement, and any dispute or claim arising out of or in connection with it or its subject matter shall be governed by, and construed in accordance with Scottish law. The Parties irrevocably agrees that the courts of Scotland shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter. To the extent that the acceptance of a contractual term contained in this Agreement is prohibited by reason of Licensee’s sovereign immunity or any foreign, federal or state constitution, law, treaty, or regulation, the conflicting term of this Agreement shall be superseded only to the extent required.

25. SEVERANCE. If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable to the maximum extent permissible. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the remainder of the Contract.

26. COMPLIANCE WITH LICENSES. Licensee agrees to notify Simbus promptly upon discovery of any failure to comply with this Agreement. Licensee agrees that, no more than once every twelve (12) months or within a reasonable time after a transfer, in addition to any other remedies at law or in equity, Simbus or its authorized representative shall, upon reasonable prior notice, have the right to inspect Licensee’s and Licensee’s Affiliates’ records, systems, and facilities, during normal business hours, to verify that Licensee’s and its Affiliates’ use of the Products is in conformity with valid licenses and otherwise complies with this Agreement. If a verification discloses that Licensee’s or any of its Affiliates’ use is not in conformity with a valid license, Licensee shall immediately take all necessary steps to cure any past defaults, including paying any unpaid license fees, to bring Licensee’s or any of its Affiliates’ use into conformity.

27. LICENSE MANAGEMENT. The Simbus License Manager uses a License File and information about a Platform and the person using the Product to prevent unauthorized Product use. When a License File is requested by a Licensee for one or more End Users to use the Product on Licensee’s Designated Platforms, information about the Platforms, the End Users (including their login credentials), and the licensed Product are included within a License File Request. Some License Types require that an image of the End User’s photographic identification be included in the License File Request. Licensee must send the License File Request to Simbus so that a License File can be issued for use by Licensee’s End Users. The License File provided by Simbus contains the same information in the License File Request (including any required photographic identification) and is used by the Simbus License Manager to ensure that the Products are used by Licensee’s End Users only. More information is provided in the License Guide.

28. PRICING. Simbus reserves the right to change the pricing of Licenses and its other commercial offerings at any time.

29. HEADINGS. The inclusion of headings is for convenience of reference only and shall not affect the construction or interpretation of this Agreement.

30. WAIVER. A waiver of any right or remedy under the terms and conditions of this Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by a Party to exercise any right or remedy provided under the terms and conditions of this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the terms and conditions of this Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.

31. ENTIRE AGREEMENT. This Agreement contains the entire understanding of the parties and may not be modified, amended, or superseded except by a written agreement signed by Simbus and Licensee. In the event of any conflict between this Agreement and any purchase of Products executed by Licensee (whether executed before or after this Agreement), this Agreement shall prevail.