Altair One – End User License Agreement

IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS SET FORTH BELOW, YOU MAY NOT ACCESS OR USE THE ALTAIR PRODUCTS AVAILABLE THROUGH ALTAIR LICENSING. BY CHECKING THE ACCEPTANCE BOX, INSTALLING OR USING ALL OR ANY PORTION OF THE PRODUCTS, YOU ARE ACCEPTING ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT AS PUBLISHED ON ALTAIR’S WEBSITE AT https://altairone.com (AS MAY BE RELOCATED BY ALTAIR FROM TIME TO TIME). IN THE EVENT YOU ARE REDIRECTED TO ALTAIR’S WEBSITE, YOU AGREE THAT YOUR USE IS SUBJECT TO ANY TERMS OF SERVICE OR PRIVACY POLICIES POSTED THEREON.
IN THE EVENT THAT YOU OR YOUR EMPLOYER HAVE A CURRENT AND VALID NEGOTIATED LICENSE AGREEMENT ON FILE WITH ALTAIR (“MASTER AGREEMENT”), THEN SUCH MASTER AGREEMENT SHALL TAKE PRECEDENCE OVER THIS AGREEMENT.

This Altair One End User License Agreement (“Agreement”) is between Altair Engineering Inc. (“Altair”) or an authorized Altair distributor, reseller, or other business partner that is authorized by Altair in writing to sell the Altair license rights granted under this Agreement (“Reseller”) and the licensee (individual or entity) that has purchased (for a fee) or obtains (free of charge) a license to Products (“Licensee” or “You” or “Your”). Before You may download or use the Products, Your consent to the following terms and conditions is required by clicking the “I Accept” button. If You are accepting these terms on behalf of another person, company or other legal entity, You represent and warrant that You have full authority to bind that person, company or legal entity to the terms and conditions of this Agreement. If You are an individual using the Products on behalf of a corporation, partnership or other entity, then such entity will be the Licensee for purposes of this Agreement, and You represent and warrant that you are authorized to (i) enter into this Agreement on behalf of such entity and (ii) bind such entity to the terms and conditions of this Agreement. The “Effective Date” of this Agreement is the date which is the earlier of (a) Licensee’s initial access to Products through any online provisioning, registration or order process or (b) the effective date of the first Order Form referencing this Agreement.

From time to time, Altair may modify this Agreement. Unless otherwise specified by Altair, changes become effective for existing Licensees upon renewal of the then-current Term. Altair will use reasonable efforts to notify Licensee of the changes through communications through the Products, email, or other means. Licensee may be required to click to accept the modified agreement before using the Products at the time of a renewal Term, and in any event continued use of Products during the renewal Term will constitute Licensee’s acceptance of the version of the Agreement in effect at the time the renewal Term begins. Altair and Licensee agree as follows:

1. DEFINITIONS. In addition to terms defined elsewhere in this Agreement, the following terms shall have the meanings defined below for purposes of this Agreement:
Additional Terms. Additional Terms, if any, are those terms and conditions which are determined by an Altair subsidiary or affiliate to meet local market conditions.
Altair Privacy Policy. The current Altair privacy policy referenced on the Altair corporate website.
Cloud Provider. The third-party cloud provider from which Altair has sourced cloud-based computing resources upon which the Products may be hosted.
Documentation. Documentation provided by Altair or its resellers on any media for use with the Products.
Execute. To load Software into a computer’s RAM or other primary memory for execution by the computer.
Global Zone: Software is licensed based on three Global Zones: the Americas, Europe and Asia-Pacific. When Licensee has Licensed Computers located in multiple Global Zones, which are connected to a single License (Network) Server, a premium is applied to the standard Software license pricing for a single Global Zone.
ISV/Independent Software Vendor. An independent software company that provides its products, (“ISV Software”) to Altair’s Licensees through the Altair License Management System using License Units.
Hosted Products. Hosted Products shall mean either (i) Altair Software and/or ISV Software offered in a hosted cloud computing service offering pursuant to which a Licensee elects to have its Network License Server hosted on cloud based computing resources sourced by Altair from a third party cloud service provider; or (ii) Altair Software and/or ISV Software hosted on Altair One and Documentation related to all of the forgoing.
Licensee Data. The License Log File and any Licensee usage data, or any other information that is required for the usage of the products, collected by the Products.
License Log File. A computer file providing usage information on the Products as gathered by the Software which is made available to Altair automatically on no less than a monthly basis.
License Management System. The license management system (LMS) that accompanies the Products and limits its use in accordance with this Agreement, and which includes a License Log File.
License (Network) Server. A network server that (i) Licensee owns or leases or (ii) is accessible by Licensee through hosted or cloud-based computing resources, which is identified by machine serial number and/or HostID on the Order Form.
License Unit(s). A parameter used by the LMS to determine usage of the Products permitted under this Agreement at any one time.
Licensed Computer. Single-user computers that Licensee owns or leases that are connected to the License (Network) Server via local area network or Licensee’s private wide-area network which are located in the same Global Zone for which the Products are licensed as identified on an Order Form.
Maintenance Release. Any release of the Products made generally available by Altair to its Licensees with annual leases, or those with perpetual licenses who have an active maintenance agreement in effect, that corrects programming errors or makes other minor changes to the Software. The fees for maintenance and support services are included in the annual license fee but perpetual licenses require a separate fee.
Monthly Uptime Percentage. The value calculated by subtracting from 100% the percentage of minutes during the month in which the Hosted Product was Unavailable. Monthly Uptime Percentage measurements exclude downtime resulting directly or indirectly from any SC Exclusions.
Node Locked Products. Altair Software, Supplier software and/or ISV Software that is locked to a specific computer’s hardware key. The license can only be used to run the Software on a single computer. The Node-Locked License is provided on a dongle or a license file.
Order Form. An order refencing this Agreement which sets forth the specific parameters (such as identifying Licensee’s contracting office, License Fees, Products, Support, and License (Network) Servers) of the transaction governed by this Agreement.
Permitted Users. Permitted Users are Licensee’s employees, onsite contractors, agents, consultants, and companies providing information technology support, which are (i) engaged in the support of Licensee’s business purposes(s), (ii) bound by obligations of confidentiality to Licensee at least as restrictive as the terms hereof and agree to use the Products in strict accordance with the terms of this Agreement, (iii) whose access to and use of the Products via Licensee’s License (Network) Server is controlled by Licensee through the use of industry acceptable security practices, and (iv) for whom Licensee agrees indemnify, defend and hold harmless Altair for the actions of such Permitted Users, including compliance with the terms of this Agreement.
Products. Collectively, means Hosted Products and Node Locked Products.
Proprietary Rights Notices. Patent, copyright, trademark or other proprietary rights notices applied to the Products, packaging or media.
Software. The Altair software identified on the Order Form and any Updates or Maintenance Releases.
Subsidiary. Subsidiary means any partnership, joint venture, corporation or other form of enterprise in which a party possesses, directly or indirectly, an ownership interest of fifty percent (50%) or greater, or managerial or operational control.
Suppliers. Any person, corporation or other legal entity which may provide software or documents which are included in the Software.
Support. The maintenance and support services provided by Altair pursuant to this Agreement.
Templates. Human readable ASCII files containing machine-interpretable commands for use with the Software.
Term. The term of licenses granted under this Agreement identified on the Order Form. Unless otherwise stated in an Order Form, annual licenses shall have a 12-month term of use and perpetual licenses shall have a 25-year term of use. Maintenance agreements for perpetual licenses have a 12-month term, unless otherwise stated on an Order Form.
Transaction Log File. A computer file generated by the LMS that gathers and reports anonymized usage information of the Products.
Unavailable or Unavailability. When Licensee is unable to access the Hosted Products or any reason other than Licensee’s failure to maintain network connectivity in accordance with Section 2.2 (d) below.
Update. A new version of the Products made generally available by Altair to its licensees that includes additional features or functionalities but is substantially the same computer code as the existing Products.
2. LICENSE GRANT. Subject to the terms and conditions of this Agreement, Altair hereby grants Licensee, and Licensee hereby accepts, the following license rights to the Products as specified on the Order From:
2.1 Network License: Licensee is, for the applicable Term, granted a limited, non-exclusive, non-transferable license to a) install or access the license file and the LMS software on the License (Network) Server(s) identified on an Order From or Altair quotation for use only on Licensed Computers; b) Execute the Products on Licensed Computers in accordance with the LMS for use solely by Licensee’s Permitted Users, for Licensee’s internal business use only; c) make backup copies of the Products, provided that Altair’s and its Suppliers’ and ISV’s Proprietary Rights Notices are reproduced on each such backup copy; d) freely modify and use Templates, and create interfaces to Licensee’s proprietary software for internal use only using application programming interfaces (“APIs”) provided with the Products, and any such modifications or use of any API shall not be subject to Altair’s warranties, indemnities, support or other Altair obligations under this Agreement; and e) copy and distribute Documentation inside Licensee’s organization exclusively for use by Licensee’s Permitted Users.
2.2 Node Locked Products. Licensee is , for the applicable Term, granted a limited non-exclusive license to: a) install the Node Locked Products on the License (Network) Server(s) identified on the Order Form for use only at the user site(s) identified on the Order Form or Altair quotation; b) execute the Node Locked Products on Licensed Computers in accordance with the LMS for use solely by Permitted Users, for Licensee’s internal business use on Licensed Computers for the Term identified on the Order Form; c) make backup copies of the Node Locked Products, provided that Altair’s, its ISVs’ and its Suppliers’ Proprietary Rights Notices are reproduced on each such backup copy; and d) freely modify and use Templates, and create interfaces to Licensee’s proprietary software for internal use only using application programming interfaces (“APIs”) provided with the Products, and any such modifications or use of any API shall not be subject to Altair’s warranties, indemnities, support or other Altair obligations under this Agreement; and e) copy and distribute Documentation inside Licensee’s organization exclusively for use by Licensee’s Permitted Users.

2.3 Hosted Products. Licensee is, for the applicable Term, granted a limited, revocable, non-exclusive, non-sublicensable, non-transferrable license for the Term to (a) execute the Hosted Products on Licensed Computers in accordance with the LMS for use solely by Permitted Users; (b) make backup copies, provided that Altair’s and its Suppliers’ Proprietary Rights Notices are reproduced on each such backup copy; (c) freely modify and use Templates, and create interfaces to Licensee’s proprietary software for internal use only using APIs provided that such modifications shall not be subject to Altair’s warranties, indemnities, support or other Altair obligations under this Agreement; (d) access and use Hosted Products for Licensee’s internal business use only pursuant to the following conditions: (i) Licensee shall designate on the Order Form Licensee Units to be located on a cloud hosted License Network Server, from which license units shall be drawn by Licensee to execute/run the Hosted Products; and (ii) Licensee shall have and maintain a high speed Internet connection and hardware that is compatible with the Hosted Products, as identified in the associated Documentation; and e) copy and distribute Documentation inside Licensee’s organization exclusively for use by Licensee’s Permitted Users. Licensee acknowledges that the cloud based computing resource upon which the Hosted Products are hosted are sourced by Altair from a Cloud Provider and that Licensee’s access to and use of the Hosted Products are, at all times, subject to the terms of this Agreement and the applicable terms and conditions of the Cloud Provider (“Cloud Provider Terms”), which shall be deemed accepted by Licensee by Licensee’s use of the Hosted Products. Cloud Provider Terms may be available upon request. In the event additional compute capability is needed to meet Licensees’ demands, Altair may source Hosted Products to other Cloud Providers offering cloud computing resources to handle peak demand. Licensee hereby acknowledges and agrees that Altair’s use of such other vendors for such services is permissible under this Agreement. A copy of the License Log File shall be made available to Altair on an automatic basis.
3. RESTRICTIONS ON USE. Notwithstanding the foregoing license grant, Licensee shall not do (or allow others to do) any of the following: a) install, use, copy, modify, merge, or transfer copies of the Products, except as expressly authorized in this Agreement; b) use any back-up copies of the Products for any purpose other than to replace the original copy provided by Altair in the event it is destroyed or damaged; c) disassemble, decompile or “unlock”, reverse translate, reverse engineer, or in any manner decode the Products for any reason; d) sublicense, sell, lend, assign, rent, distribute, publicly display or publicly perform the Products or Licensee’s rights under this Agreement; e) allow the license file and LMS software to be installed on a License (Network) Server outside the Global Zone(s) or Licensee user site(s) identified on the Order Form or Altair quotation; f) allow third parties to access or use the Products such as through a service bureau, wide area network, Internet location or time-sharing arrangement; except as expressly provided in Section 2(b); g) remove any Proprietary Rights Notices from the Products; h) disable or circumvent the LMS provided with the Products; or (i) link any software developed, tested or supported by Licensee or any third party to the Products (except for Licensee’s own proprietary software solely for Licensee’s internal use in accordance with Section 2(d)). The Products licensed hereunder may not be used for the design, development, production or use of nuclear, chemical or biological weapons or missiles unless Licensee has first obtained all required approvals and export licenses as may be required by the US Government.
4. OWNERSHIP AND CONFIDENTIALITY. Licensee acknowledges that all applicable rights in patents, copyrights, trademarks, service marks, and trade secrets embodied in the Products are owned by Altair and/or its Suppliers or ISVs. Licensee further acknowledges that the Products, and all copies thereof, are and shall remain the sole and exclusive property of Altair and/or its Suppliers and ISVs. This Agreement is a license and not a sale of the Products. Altair and/or its Suppliers and ISVs retain all rights in the Products not expressly granted to Licensee herein. Licensee acknowledges that the Products are confidential and constitute valuable assets and trade secrets of Altair and/or its Suppliers and ISVs. Licensee agrees to take the same precautions necessary to protect and maintain the confidentiality of the Products as it does to protect its own information of a confidential nature but in any event, no less than a reasonable degree of care, and shall not disclose or make them available to any person or entity except as expressly provided in this Agreement. Licensee shall promptly notify Altair in the event any unauthorized person obtains access to the Products. If Licensee is required by any governmental authority or court of law to disclose Altair’s or its ISVs’ or its Suppliers’ confidential information, then Licensee shall immediately notify Altair before making such disclosure so that Altair may seek a protective order or other appropriate relief. Licensee’s obligations set forth in Section 3 and Section 4 of this Agreement shall survive termination of this Agreement for any reason. Altair’s Suppliers and ISVs, as third-party beneficiaries, shall be entitled to enforce the terms of this Agreement directly against Licensee as necessary to protect Supplier’s intellectual property or other rights.
Altair and its resellers providing support and training to licensed end users of the Products shall keep confidential all Licensee Data. Licensee Data shall be used only for the purpose of assisting Licensee in its use of the licensed Products and fulfilling Altair’s contractual obligations hereunder. Altair has no obligation to modify Licensee Data. Altair shall implement reasonable and appropriate measures designed to help secure Licensee Data against accidental or unlawful loss, access or disclosure using no less than same precautions necessary to protect and maintain the confidentiality of the Licensee Data as it does to protect its own information of a confidential nature but in any event, no less than a reasonable degree of care. Licensee’s acceptance of this Agreement or use of Products shall constitute its consent to Altair’s collection, maintenance and use of Licensee Data in accordance with Altair’s Privacy Policy. Altair shall also comply with the principles of the various laws and regulations, including but not limited to the General Data Protection Regulation and the Telecoms Data Protection Directive as amended, (“the Directives”) and any successor legislation, in relation to any “personal data” received by or originating from Licensee and Licensee users and or clients, to the extent that the Directives apply to “data processors”. Altair shall take reasonable technical and organizational measures, consistent with Altair’s Privacy Policy and Cloud Provider’s requirements, to keep personal data of Licensee’s Product users, if any, secure and to protect it against accidental loss or unlawful destruction, alteration, disclosure or access.

5. MAINTENANCE, SUPPORT, AND SERVICE COMMITMENT. Maintenance. Altair will provide Licensee, at no additional charge for annual licenses and for a maintenance fee for paid-up licenses, with Maintenance Releases and Updates of the Products that are generally released by Altair during the Term of the licenses granted under this Agreement. Altair does not promise that there will be a certain number of Updates (or any Updates) during a particular year. Licensee agrees to install Maintenance Releases and Updates promptly after receipt from Altair. Upgrades and Updates to Hosted Products may require Licensee to schedule and implement changes, including changes to equipment in order to make efficient use of the Hosted Products. Altair will provide Licensee with advance notification of any upgrade or Update that would require such change. Maintenance Releases and Updates are subject to this Agreement. Altair shall only be obligated to provide support and maintenance for the most current release of the Software and the most recent prior release. Support. If Licensee is accessing the Products through a Reseller, the applicable Reseller shall be responsible for providing the Support detailed in this section. Altair or Reseller will provide support via telephone and email to Licensee at the fees, if any, as listed on the Order Form. If Support has not been procured for any period of time for paid-up licenses, a reinstatement fee may apply. Licensee agrees to provide Altair or Reseller with enough information to resolve technical issues as may be reasonably requested. Licensee agrees to the best of its abilities to read, comprehend and follow operating instructions and procedures as specified in, but not limited to, Altair’s Documentation and other correspondence related to the Software, and to follow procedures and recommendations provided by Altair or Reseller in an effort to correct problems. Licensee also agrees to notify Altair or Reseller of a programming error, malfunction and other problems in accordance with Altair’s then current problem reporting procedure. If Altair believes that a problem reported by Licensee may not be due to an error in the Products, Altair will so notify Licensee. Questions must be directed to Altair’s or its Reseller’s specially designated telephone support numbers and email addresses. Support will also be available via email at Internet addresses designated by Altair or its Reseller. Support is available Monday through Friday (excluding holidays) from 8:00 a.m. to 5:00 p.m. local time in the time zone where licensed, unless stated otherwise on the Order Form. Support Exclusions. Altair and its Resellers shall have no obligation to maintain or support (a) altered, damaged or Licensee-modified Products, or any portion of the Product incorporated with or into other software not provided by Altair; (b) any version of the Product other than the current version of the Product or the immediately prior release of the Product; (c) problems caused by Licensee’s negligence, abuse or misapplication of Product other than as specified in the Documentation, or other causes beyond the reasonable control of Altair; (d) Products installed on any hardware, operating system version or network environment that is not supported by Altair; (e) any support issue that is not reproducible by Altair; or (f) Products that are provided to Licensee free of charge. Support also excludes configuration of hardware, non-Altair Software, and networking services; consulting services; general solution provider related services; and general computer system maintenance. Service Commitment. Altair will use commercially reasonable efforts to make the Hosted Products available with a Monthly Uptime Percentage of at least 99.95% during any month (the “Service Commitment”). Service Commitment Exclusions. The Service Commitment does not apply to any unavailability, suspension or termination of the Hosted Products: (a) that result from a suspension described in Section 13 below; (b) caused by factors outside of Altair’s reasonable control, including any force majeure event or Internet access; (c) that result from any actions or inactions of Licensee or any third party, including failure to acknowledge a recovery volume; (d) that result from Licensee’s equipment, software or other technology and/or third party equipment, software or other technology (other than third party equipment within Altair’s direct control); (e) that result from failures of individual instances or volumes not attributable to Unavailability; (f) that result from any maintenance as provided for pursuant to the Agreement; (g) arising from Altair’s suspension and termination of Licensee’s right to use the Products in accordance with this Agreement; or (h) if the Hosted Products are provided to Licensee free of charge (collectively, the “SC Exclusions”).
6. WARRANTY AND DISCLAIMER. Altair warrants for a period of ninety (90) days after Licensee initially receives the Software that the Software will perform under normal use substantially as described in the then current Documentation. ISV Software and Supplier software included in the Software provided to Licensee shall be warranted as stated by the ISV or Supplier. Copies of the ISV’s and Suppliers’ terms and conditions of warranty are available on the Altair Support website. No warranty is made for any Products provided to Licensee free of charge. Support services shall be provided in a workmanlike and professional manner, in accordance with the prevailing standard of care for consulting support engineers at the time and place the services are performed. Licensee’s exclusive remedy and Altair’s sole liability for Software that does not meet the warranty set forth in this Section 6 shall be, at Altair’s option, either (i) to correct the nonconforming Software within a reasonable time so that it conforms to the warranty; or (ii) to terminate this Agreement and refund to Licensee the license fees that Licensee has paid for the then current term for the nonconforming Software; provided, however that Licensee promptly notifies Altair of the problem in writing within the applicable Warranty Period when the problem first occurs. Any corrected Software shall be warranted in accordance with Section 6 for ninety (90) days after delivery to Licensee. The warranties hereunder are void if the Software has been improperly installed, misused, or if Licensee has materially violated the terms of this Agreement.
ALTAIR DOES NOT REPRESENT OR WARRANT THAT THE PRODUCTS WILL MEET LICENSEE’S REQUIREMENTS OR THAT THEIR OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE PRODUCTS WILL BE COMPATIBLE WITH ANY PARTICULAR HARDWARE OR SOFTWARE. ALTAIR EXCLUDES AND DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES NOT STATED HEREIN, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. THE ENTIRE RISK FOR THE PERFORMANCE, NON-PERFORMANCE OR RESULTS OBTAINED FROM USE OF THE PRODUCTS RESTS WITH LICENSEE AND NOT ALTAIR. ALTAIR MAKES NO WARRANTIES WITH RESPECT TO THE ACCURACY, COMPLETENESS, FUNCTIONALITY, SAFETY, PERFORMANCE, OR ANY OTHER ASPECT OF ANY DESIGN, PROTOTYPE OR FINAL PRODUCT DEVELOPED BY LICENSEE USING THE PRODUCTS.
7. INDEMNITY. Altair will defend and indemnify, at its expense, any claim made against Licensee by a third party based on an allegation that the Software infringes a patent or copyright (“Claim”); provided, that Licensee (i) has not materially breached the terms of this Agreement, (ii) notifies Altair in writing promptly after Licensee first learns of the Claim; and (iii) cooperates fully in the defense of the Claim. Altair shall have sole control over such defense; provided, however, that it may not enter into any settlement attributing liability solely to Licensee without Licensee’s consent, which consent shall not be unreasonably withheld. If a Claim is made, Altair may modify the Software to avoid the alleged infringement, provided however, that such modifications do not materially diminish the Software’s functionality. If such modifications are not commercially reasonable or technically possible, Altair may terminate this Agreement and refund to Licensee the prorated license fee that Licensee paid for the then current Term. Perpetual licenses shall be pro-rated over a 36-month term. Altair shall have no obligation to indemnify Licensee under this Section 7 if the alleged infringement arises from: (i) Altair’s compliance with specifications or instructions prescribed by Licensee, (ii) modification of the Software by Licensee, (iii) use of the Software in combination with other software not provided by Altair and which use is not specifically described in the Documentation, (iv) Licensee not using the most current version of the Software, or (v) Products that Licensee is accessing and using free of charge, if such alleged infringement would not have occurred except for such exclusions listed here. No indemnification is made for Supplier and/or ISV Software. This section 7 states Altair’s entire liability to Licensee in the event a Claim is made.
8. LIMITATION OF REMEDIES AND LIABILITY.
With the exception of Claims under Section 7, Altair’s entire liability for all claims arising under or related in any way to this Agreement (regardless of legal theory), shall be limited to direct damages, and shall not exceed, in the aggregate for all claims, the license and maintenance fees paid under this Agreement by Licensee in the 12 months prior to the claim. ALTAIR AND ITS SUPPLIERS AND ISVS SHALL NOT BE LIABLE TO LICENSEE OR ANYONE ELSE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING HEREUNDER (INCLUDING LOSS OF PROFITS OR DATA OR CORRUPTED DATA, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOST BUSINESS OR LOST OPPORTUNITY, DEFECTS IN DESIGN OR PRODUCTS CREATED USING THE PRODUCTS, OR ANY INJURY OR DAMAGE RESULTING FROM SUCH DEFECTS, SUFFERED BY LICENSEE OR ANY THIRD PARTY) OR ANY OTHER SIMILAR DAMAGES UNDER ANY THEORY OF LIABILITY, EVEN IF ALTAIR OR ITS SUPPLIERS OR ITS ISVS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. The Products provided hereunder are only an aid in Licensee’s (i) development of Licensee’s products or (ii) data analysis and are not intended to be a substitute for sound engineering judgement, independent testing of physical prototypes, careful numerical review or sound business judgement. Licensee acknowledges that it is solely responsible for the (i) adequacy and accuracy of the input of data used (by Licensee) with the Products and (ii) output data generated from Licensee’s use of the Products, and agrees to defend, indemnify, and hold harmless Altair and its Suppliers and ISVs from any and all claims, including reasonable attorney’s fees, resulting from, or in connection with Licensee’s use of the Products, except for any Claim under Section 7. No action, regardless of form, arising out of the transactions under this Agreement may be brought by either party against the other more than two (2) years after the cause of action has accrued, except for actions related to unpaid fees.
9. UNITED STATES GOVERNMENT RESTRICTED RIGHTS. This section applies to all acquisitions of Products by or for the United States federal government. By accepting delivery of the Products, the Licensee hereby agrees that the Products qualify as “commercial computer software” as that term is defined in Federal Acquisition Regulation (FAR) 2.101 and Department of Defense FAR Supplement (DFARS) clause 252.227-7014(a)(1), as applicable, and the Government shall have only the rights in the Products specified in this Agreement in accordance with FAR 12.212 and DFARS 227.7202-3(a), as applicable. This Agreement supersedes any contrary terms or conditions, including, without limitation, any noncommercial computer software FAR, DFARS, or other FAR agency supplemental clauses contained in any purchase order, statement of work, contract, or other document. If any provision of this Agreement is unacceptable to the government, Altair may be contacted at Altair Engineering, Inc., 1820 E. Big Beaver Road, Troy, MI 48083-2031; telephone (248) 614–2400. If any provision of this Agreement violates applicable federal law or does not meet the government’s actual, minimum needs, the Licensee agrees to return the Products for a full refund.
10. CHOICE OF LAW AND VENUE. This Agreement shall be governed by and construed under the laws of the state of Michigan, without regard to that state’s conflict of laws principles except if the state of Michigan adopts the Uniform Computer Information Transactions Act drafted by the National Conference of Commissioners of Uniform State Laws as revised or amended as of June 30, 2002 (“UCITA”) which is specifically excluded. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. Each party waives its right to a jury trial in the event of any dispute arising under or relating to this Agreement. Each party agrees that money damages may not be an adequate remedy for breach of the provisions of this Agreement, and in the event of such breach, the aggrieved party shall be entitled to seek specific performance and/or injunctive relief (without posting a bond or other security) in order to enforce or prevent any violation of this Agreement.

11. PAYMENT. Licensee shall pay in full the fee for licensed Software and Support identified on the Order Form within thirty (30) days of receipt of the invoice. Past due fees shall bear interest at the rate of one and a half percent (1.5%) per month.
Fees do not include taxes or duties. Unless timely provided with a valid certificate of exemption or other evidence that items are not taxable, Licensee will be invoiced for all applicable taxes including, but not limited to, VAT, GST, sales tax, consumption tax and service tax. Licensee will make all payments free and clear of, and without reduction for, any withholding or other taxes; any such taxes imposed on payments by Licensee hereunder will be Licensee’s sole responsibility. Altair shall be entitled to its reasonable costs of collection (including attorneys’ fees and interest) if license fees are not paid to it on a timely basis. All payments shall made in US-Dollar currency and shall be sent to the following payment address: Altair Engineering, Inc, Dept 771419, P.O. Box 77000Detroit, MI 48277-1419.
12. TEMPORARY SUSPENSION OF HOSTED PRODUCTS. Altair may suspend Licensee’s right to access or use Hosted Products immediately upon notice to Licensee if Altair determines: (a) Licensee’s use of a Hosted Product (i) poses a security risk to the Hosted Product or any third party, (ii) may adversely impact the Hosted Product or the compute resources upon which the Hosted Product is hosted or content of any other customer, (iii) may subject Altair, its affiliates, or any third party to liability, or (iv) may be fraudulent; or (b) Licensee is in breach of this Agreement. Effect of Suspension. If Altair suspends Licensee’s right to access or use any Hosted Product or any portion thereof: (a) Licensee shall remain responsible for all fees and charges incurred through the date of suspension; and (b) Altair will not erase any Licensee Data as a result of your suspension, except may be specified elsewhere in this Agreement. Altair’s right to suspend Licensee’s right to access or use the Hosted Product is in addition to its right to terminate this Agreement pursuant to Section 15 below.
13. TERM. This Agreement shall be effective as of the Effective Date and shall remain in effect until terminated as provided herein. Annual Licenses and Support provided for perpetual Licenses may be renewed upon acceptance of a new Order Form (each, a “Renewal Term”) by Licensee. All charges and fees for each Renewal Term shall be set forth in the Order Form. All licenses for Products procured by Licensee may be made coterminous at the written request of Licensee and the consent of Altair.
14. TERMINATION. Either party may terminate this Agreement or an applicable Order Form upon thirty (30) days prior written notice upon the occurrence of a default or material breach by the other party of its obligations under this Agreement if such default or breach continues for more than thirty (30) days after receipt of such notice. Notwithstanding the foregoing, Altair may terminate this Agreement or applicable Order Form immediately upon notice to Licensee in the event of (a) a breach by Licensee of Section 3 or Section 4, or (b) in order to comply with the law or requests of governmental entities. Additionally, for Licensees licensing Hosted Products, Altair may terminate this Agreement or applicable Order Form immediately upon notice to Licensee in the event of (i) any act or omission by Licensee results in a suspension described in Section 12, (ii) if Altair’s relationship with Cloud Provider expires, terminates or requires Altair to change the manner Altair provides Hosted Products, (iii) if Altair believes providing Hosted Products could create a substantial economic or technical burden or material security risk for itself or the Cloud Provider, or (iv) if Altair or the Cloud Provider determines Licensee’s use of a Hosted Product or its provision of Hosted Product has become impractical or unfeasible for any legal or regulatory reason. Upon termination of this Agreement, Licensee must cease its use of the Products and, at Altair’s option, return all copies to Altair, or certify it has destroyed all such copies of the Products (including any associated license files) and Documentation. Upon completion or termination of any Term, Licensee shall, as long as Licensee has access to its client account, be permitted to obtain a copy of Licensee Data. In addition, Altair may retain Licensee Data in backup media for an additional period of up to 12 months, or longer if required by law, and as evidence in the event of any legal action.
15. GENERAL PROVISIONS. Export Controls. Licensee acknowledges that the Products may be subject to the export and import laws and regulations of the United State and other applicable jurisdictions (“Export Laws”). Without limiting the foregoing, (i) Licensee represents and warrants that it is not listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a “terrorist supporting” country and (ii) Licensee shall not (and shall not permit any employee or third party to) (a) directly or indirectly export the Products or access and use the Products access or use the Products in violation of any Export Laws, including any U.S. export embargo, prohibition or restriction. Altair’s Customer List. Licensee agrees that Altair may disclose Licensee’s name and logo as a customer of Altair. Notice. All notices given by one party to the other under the Agreement shall be sent by certified mail, return receipt requested, or by overnight courier, to the respective addresses set forth in this Agreement or to such other address either party has specified in writing to the other. All notices shall be deemed given upon actual receipt. Assignment. Neither party shall assign this Agreement without the prior written consent of other party, which shall not be unreasonably withheld. All terms and conditions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Waiver. The failure of a party to enforce at any time any of the provisions of this Agreement shall not be construed to be a waiver of the right of the party thereafter to enforce any such provisions. Severability. If any provision of this Agreement is found void and unenforceable, such provision shall be interpreted so as to best accomplish the intent of the parties within the limits of applicable law, and all remaining provisions shall continue to be valid and enforceable. Headings. The section headings contained in this Agreement are for convenience only and shall not be of any effect in constructing the meanings of the Sections. Modification. No change or modification of this Agreement will be valid unless it is in writing and is signed by a duly authorized representative of each party. Conflict. In the event of any conflict between the terms of this Agreement and any terms and conditions on a Licensee Purchase Order or comparable document, the terms of this Agreement shall prevail. Moreover, each party agrees any additional terms on any Purchase Order or comparable document other than the transaction items of (a) item(s) ordered; (b) pricing; (c) quantity; (d) delivery instructions and (e) invoicing directions, are not binding on the parties. In the event of a conflict between the terms of this Agreement, and any currently valid Additional Terms, such Additional Terms shall take precedence. Entire Agreement. This Agreement, the Altair Privacy Policy, the Order Form and any currently valid Additional Terms constitute the entire understanding between the parties related to the subject matter hereto, and supersedes all proposals or prior agreements, whether written or oral, and all other communications between the parties with respect to such subject matter. This Agreement may be executed in one or more counterparts, all of which together shall constitute one and the same instrument. Execution. Either party may request this Agreement to be executed in counterpart. This Agreement may be executed, scanned and transmitted electronically and electronic or digital signatures affixed thereto shall be deemed original signatures for purposes of this Agreement and all matters related thereto, with such scanned and electronic signatures having the same legal effect as original signatures. Audit Rights. Upon Altair’s written request, Licensee shall furnish Altair with a signed certification certifying that the Products are being used pursuant to the terms of this Agreement, including any access and user limitations. With prior reasonable notice, Altair may audit the use of the Products by Licensee provided such audit is during regular business hours. Licensee is responsible for such audit costs only in the event the audit reveals that Licensee’s use of the Products are not in accordance with the permitted scope of use. Force Majeure. Neither party shall be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to unforeseen events which occur after the signing of this Agreement and which are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency. Independent Contractors. The parties to this Agreement are independent contractors. Neither party will have the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent. Government End-Users. The Products are based upon commercial computer software. If the user or licensee of the Products is an agency, department or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure or transfer of the Products, or any related documentation of any kind, including technical data and manuals, is restricted by a license agreement or by this Agreement in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. The Products were developed fully at private expense. All other use is prohibited.