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solidThinking End User License Agreement

IF LICENSEE DOES NOT AGREE TO ALL OF THESE TERMS AND CONDITIONS, LICENSEE MAY NOT ACCESS OR USE THE ALTAIR PRODUCTS AVAILABLE THROUGH SOLIDTHINKING LICENSING, HENCEFORTH REFERRED TO COLLECTIVELY AS SOLIDTHINKING PRODUCTS. BY CHECKING THE ACCEPTANCE BOX OR INSTALLING OR USING ALL OR ANY PORTION OF THE PRODUCTS, LICENSEE IS ACCEPTING ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT AS PUBLISHED ON SOLIDTHINKING’S WEBSITE AT (AS MAY BE RELOCATED BY ALTAIR FROM TIME TO TIME). IN THE EVENT LICENSEE IS REDIRECTED TO SOLIDTHINKING’S WEBSITE, LICENSEE AGREES THAT LICENSEE’S USE IS SUBJECT TO ANY TERMS OF SERVICE OR PRIVACY POLICIES POSTED THEREON. This solidThinking End User Licensee 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 or company or other legal entity, you represent and warrant that you have full authority to bind that person, company or legal entity to these terms. If you are an individual using the Products on behalf of a corporation, partnership or other entity, then that entity will be the Licensee, and you represent and warrant that you are authorized to enter into this Agreement on behalf of such entity and 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 in 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:
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 will 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. Hosted Products.  Hosted Products shall mean either (i) Altair Software and/or Suppliers’ 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 Suppliers’ software hosted on Altair 365; 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 Software as gathered by the Software. License Management System.  The license management system (LMS) that accompanies the Software and limits its use in accordance with this Agreement, and which includes a License Log File. License (Network) Server.  A network file server that Licensee owns or leases located on Licensee’s premises and identified by machine serial number and/or HostID on the Order Form.                 License Units. A parameter used by the LMS to determine usage of the Software permitted under this Agreement at any one time. Licensed Workstations.  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. 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 and/or Suppliers’ 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, and (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. 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 will be identified on the Order Form. 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.
  1. LICENSE GRANT. 2.1 Node Locked Products. Subject to the terms and conditions set forth in this Agreement, Altair hereby grants Licensee, and Licensee hereby accepts, a limited, non-exclusive, non-transferable license for the Term to: a) install the Node Locked Products on the License (Network) Server(s) identified on the Order Form for use only at the sites identified on the Order Form; b) execute the Node Locked Products on Licensed Workstations in accordance with the LMS for use solely by Permitted Users, for Licensee’s internal business use on Licensed Workstations for the term identified on the Order Form; c) make backup copies of the Node Locked Products, provided that Altair’s 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 APIs provided that such modifications shall not be subject to Altair’s warranties, indemnities, support or other Altair obligations under this Agreement. 2.2 Hosted Products. Altair grants Licensee a limited, revocable, non-exclusive, non-sublicensable, non-transferrable license for the Term to (a) execute the Hosted Products on Licensed Workstations 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. 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 that 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. 2.3 Products. Licensee may copy and distribute Documentation inside Licensee’s organization exclusively for use by Licensee’s Permitted Users. Licensee shall indemnify, defend and hold harmless Altair for the actions of its Permitted Users.
  2. 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 use outside the company identified on the Order Form; 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 third parties to the Products (except for Licensee’s own proprietary software solely for Licensee's internal use).  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.
  3. 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.  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 . This Agreement is a license and not a sale of the Products. Altair retains 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.  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 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, 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. 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.
  1. 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, except that this shall not apply to any Term or Renewal Term for which full payment has not been received.  Altair does not promise that there will be a certain number of Updates (or any Updates) during a particular year.  If there is any question or dispute as to whether a particular release is a Maintenance Release, an Update or a new product, the categorization of the release as determined by Altair shall be final. 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 shall apply. Support consists of responses to questions from Licensee’s personnel related to the use of the then-current and most recent prior release version of the Software.  Licensee agrees to provide Altair or Reseller with sufficient 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; or (e) 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”).
  2. 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 then current Documentation. Supplier software included in the Software  provided to Licensee shall be warranted as stated by the Supplier.  Copies of the 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.
  1. INDEMNITY. Altair will defend and indemnify, at its expense, any claim made against Licensee based on an allegation that the Software infringes a patent or copyright (“Claim”); provided, however, that this indemnification does not include claims which are based on Supplier software, and that Licensee has not materially breached the terms of this Agreement, Licensee notifies Altair in writing within ten (10) days after Licensee first learns of the Claim; and Licensee 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 binding upon Licensee without Licensee’s consent, which 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 under this Section 7 if the alleged infringement arises from: (i) Altair’s compliance with specifications or instructions prescribed by Licensee, modification of the Software 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. This section 7 states Altair's entire liability to Licensee in the event a Claim is made.
  2. LIMITATION OF REMEDIES AND LIABILITY. Licensee’s exclusive remedy (and Altair’s sole liability) for Software that does not meet the warranty set forth in 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 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 violated the terms of this Agreement.
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 on a prorated basis, except for claims under Section 7.  ALTAIR AND ITS SUPPLIERS 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 SOFTWARE, 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  HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Licensee acknowledges that it is solely responsible for the adequacy and accuracy of the input of data, including the output generated from such data, and agrees to defend, indemnify, and hold harmless Altair and its Suppliers from any and all claims, including reasonable attorney’s fees, resulting from, or in connection with Licensee’s use of the Software.  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.
  1. 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.
  2. PAYMENT. All fees are prepaid and are set forth in the Order Form. All fees are non-refundable. 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.
  3. 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 14 below.
  4. 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 13, (ii) if Altair’s relationship with Cloud Provider expires, terminates or requires us 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 using the Products and, at Altair’s option, return all copies to Altair, or certify it has destroyed all such copies of the Software and Documentation. (v) 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 using the Products and, at Altair’s option, return all copies to Altair, or certify it has destroyed all such copies of the Software 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.
13.        GENERAL PROVISIONS. Export Controls. In its use of the Products, Licensee agrees to comply with all export and import laws and regulations of the United States and other applicable jurisdictions. 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) access or use the Products in violation of 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 the Additional Terms, the Agreement shall take precedence.  Entire Agreement. This Agreement, the Altair Privacy Policy, and the Order Form(s) 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. 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.

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