CLICKWRAP SOFTWARE LICENSE AGREEMENT

Version October 31, 2022

***IF LICENSEE HAS PREVIOUSLY AGREED IN WRITING TO A SOFTWARE LICENSE AGREEMENT WITH
LICENSOR THAT SPECIFICALLY GOVERNS USE OF THE PROGRAM(S), SUCH SOFTWARE LICENSE
AGREEMENT SUPERSEDES AND REPLACES THIS CLICKWRAP SOFTWARE LICENSE AGREEMENT, AND
THIS CLICKWRAP SOFTWARE LICENSE AGREEMENT IS VOID.***

**LICENSOR MAY EMBED THE PROGRAM(S) WITH LICENSE COMPLIANCE TECHNOLOGY THAT, IF
MODIFICATIONS TO CERTAIN CODE FILES OF THE PROGRAM(S) HAVE BEEN MADE OR IF THERE IS
SUSPECTED OR CONFIRMED UNAUTHORIZED ACCESS TO OR USE OF THE PROGRAM(S), REPORTS
IDENTIFICATION INFORMATION TO LICENSOR, INCLUDING GEOGRAPHIC LOCATION INFORMATION.
LICENSEE MUST FULLY READ AND UNDERSTAND SECTION 11 (HEREIN) PRIOR TO ACCEPTANCE. **

If you have a previous written software license agreement as described in the preceding paragraph,
you may proceed with installation by clicking the "I AGREE" button (or the button below otherwise
indicating your agreement to the terms).

By clicking “I AGREE” (or the button below otherwise indicating your agreement to the terms), you
also agree to the Ansys Global Privacy Notice (ansys.com/privacy) to the extent applicable.

NOTWITHSTANDING THE FOREGOING OR ANY TERM OF A WRITTEN SOFTWARE LICENSE

AGREEMENT, OTHER THAN A NEW TECHNOLOGY EXPLORATION LICENSE AND
NONDISCLOSURE AGREEMENT (“WRITTEN BETA AGREEMENT”), LICENSEE IS NOT ENTITLED
TO USE BETA VERSIONS OF THE PROGRAM(S) UNDER THE TERMS OF A WRITTEN SOFTWARE
LICENSE AGREEMENT. THIS CLICKWRAP SOFTWARE LICENSE AGREEMENT SOLELY GOVERNS
USE OF BETA VERSIONS OF THE PROGRAM(S) EXCEPT IF YOU HAVE A WRITTEN BETA
AGREEMENT. IF YOU HAVE A WRITTEN BETA AGREEMENT, THE TERMS OF THE WRITTEN
BETA AGREEMENT WOULD SUPERSEDE AND REPLACE THIS CLICKWRAP SOFTWARE LICENSE
AGREEMENT.

If you require a printed version of this Clickwrap Software License Agreement prior to accepting
these terms and conditions, please print this Clickwrap Software License Agreement and click "I DO
NOT AGREE" (or the button below otherwise indicating that you do not accept the terms) and go to
LICENSE.TXT in the installation to retrieve and print this Clickwrap Software License Agreement.

READ THIS CLICKWRAP SOFTWARE LICENSE AGREEMENT ("AGREEMENT") CAREFULLY BEFORE

PROCEEDING. THIS IS A LEGALLY BINDING CONTRACT BETWEEN LICENSEE AND LICENSOR FOR
LICENSEE TO USE THE PROGRAM(S), AND IT INCLUDES DISCLAIMERS OF WARRANTY AND
LIMITATIONS OF LIABILITY.

BY CLICKING THE "I AGREE" BUTTON LICENSEE'S AUTHORIZED REPRESENTATIVE LEGALLY BINDS
LICENSEE TO THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT AND, TO THE EXTENT
APPLICABLE, TO THE TERMS OF THE ANSYS GLOBAL PRIVACY NOTICE (ANSYS.COM/PRIVACY).

IF LICENSEE DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, CLICK THE "I DO NOT AGREE"
BUTTON INDICATING NON-ACCEPTANCE, PROMPTLY REMOVE THE PROGRAM(S) FROM LICENSEE'S
COMPUTER(S) AND RETURN THE SOFTWARE AND ALL RELATED DISKS AND DOCUMENTATION
WITHIN THIRTY (30) DAYS TO LICENSOR, OR ITS AUTHORIZED CHANNEL PARTNER FROM WHOM
LICENSEE OBTAINED THE PROGRAM(S), AND LICENSEE WILL RECEIVE A FULL REFUND.

I. DEFINITIONS

A. "Affiliate" of a company means any person or other entity directly or indirectly controlling,
controlled by, or under common control of such company. A joint venture shall not be considered an
Affiliate of either party.

B. “Beta Version” means a pre-release version of the Program(s).

C. "Channel Partner" means Licensor’s Affiliate or an unaffiliated business entity that is authorized
by Licensor to distribute and/or support Program(s).

D. "Contract User(s)" means an individual or entity, not a regular employee of Licensee or its
Affiliates, who is engaged to perform Licensee's or its Affiliates’ internal data processing services.

E. “Database” means an organized collection of Data that enables Licensee to easily access the
Data.

F. "Designated Network" means the local area network identified per the License Key, or, if the
Program(s) are not controlled by a License Key, the local area network/computer on which Licensee
intends to install the Program(s) as initially identified by Licensee to Licensor or Channel Partner.

G. "Designated Site" means Licensee's physical location where use of the Program(s) is authorized
by Licensor.

H. "Effective Date of Program(s)" means the date specified in the License Key as the start date for
the Program(s). If there is no License Key, then "Effective Date of Program(s)" means the date on
which the Program(s) were first installed by Licensee.

I. “LAN License” means a license of the Program(s) that permits Licensee’s and its Affiliates’
employees and Contract Users located within a 25-mile (40-km) radius of the Designated Site to use
the Program(s).

J. “Lease License” means a license with a fixed expiration date, with a License Term commencing
on the Effective Date of Program(s) and ending on the date specified in the License Key or, for
Program(s) not containing a License Key, for the lesser of one (1) year or the Program(s)' built-in
expiration date, and which may renew pursuant to Section 3 below.

K. "License Key" means a software licensing management and security tool or other device that
Licensor uses to allow Licensee access to the Program(s) and which may have an expiration date.

L. "License Term" means the period during which Licensee is authorized to use Program(s) in
accordance with the applicable license grant.

M. "License Type" means either a LAN License or WAN License. Except as otherwise indicated by
Licensor or Channel Partner excluding Named User Licenses, the License Type will be deemed to be a

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LAN License. Except as otherwise indicated by Licensor or Channel Partner, the License Type for a
Named User License will be deemed to be a global WAN License.

N. "Licensee" means the person or entity entering into this Agreement through its authorized
representative by clicking the "I AGREE" button and who is authorized by Licensor to use the
Program(s).

O. “Licensee Data” means information relating to simulation results, inputs, outputs or other
information that may be created or inputted by the Licensee and that is available to users of the
Program(s).

P. "Licensor" means ANSYS, Inc.

Q. “Manual” means Licensor’s most current user manual(s).

R. “Named User” means an employee or Contract User of the Licensee or its Affiliate, who has
been authorized by Licensee to be a user of the Program and who is identifiable as a unique user by
his or her e-mail address.

S. “Named User License” means a license that authorizes a single Named User to use a single
Program.

T. “Paid-Up License” means a license that has a License Term commencing on the Effective Date of
Program(s) and continuing in perpetuity unless earlier terminated in accordance with the terms of
this Agreement. Only Program(s) containing a License Key with no expiration date will have a "Paid-
Up License" License Term.

U. "Program(s)" means the software programs being installed pursuant to this Agreement and as
identified in the License Key, if applicable, including any accompanying documentation and any
Technical Enhancements to such software programs. Certain Program(s) may require the use of a
relational database management system and/or a cross-platform document-oriented database
program (collectively referred to as “Database Program(s)”). Database Program(s) are not included
with the Program(s).

V. “Program Data” means information relating to materials (i.e. matter from which a thing is
composed or can be made) that belongs to Licensor, its Affiliates or suppliers that Licensor makes
available to users of the Program(s).

W. "TECS" or "Technical Enhancements and Customer Support" means the services described in
Section 9(a) below, which will be provided to Licensee at Licensor's sole option and upon payment of
any applicable fees.

X. “WAN License” means a license of the Program(s) that permits Licensee’s and its Affiliates’
employees and Contract Users located greater than 25-miles (40-km) from the Designated Site as
specified in the Quotation to use the Program(s).

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2. GRANT

(a) Subject to Licensee's continued compliance with the terms and conditions of this Agreement,
upon Licensee's clicking the "I AGREE" button, Licensor grants to Licensee a nonassignable,
nonexclusive, nontransferable right and license, without the right to grant sublicenses, to use the
Program(s), for the License Term, and within the scope of the License Type.

(b) For all licenses that are not Named User Licenses, Licensee shall have the right to use the
number of simultaneous tasks or active processes of the Program(s) indicated in the License Form or
Quotation. Any Program(s) identified by Ansys in its product documentation or otherwise on its
website as containing user-host-displayed counted ("UHD Counted) components additionally will
enable the following solely with respect to such UHD Counted components: each such component
may be used by no more than one (1) simultaneous user on a single computer utilizing a single
display for as many instances of such component as the simultaneous user is able to use.  Any
component associated with such Program(s) that are not UHD Counted shall be limited to the
number of simultaneous tasks or active process identified in the License Form or Quotation.

(c) For Named User Licenses, Licensee may only allow Named Users to use the Program(s).
Designation of Named Users will be determined by Licensee. Each Named User will have a username
and password to access his or her Named User License(s). For each Named User License, a Named
User will be authorized to install a Program on only one computer or workstations for which the
Named User is the primary user. A Named User may not share his or her Named User License(s) with
any other person, including other Named Users. Named Users may reasonably be changed by
Licensee during the License Term for a Subscription License provided that such change does not
result in Licensee exceeding the number of Named User Licenses it has procured. If Licensee has
procured a Paid-Up License but is not current on TECS for the Named User License, Licensor may
permit Licensee to change Named Users provided that such change will not result in Licensee
exceeding the number of Named User Licenses it has procured.

(d) Licensee will use the Program(s) only for Licensee’s and its Affiliates’ own internal data
processing purposes and will not make all or any part of any Program(s) available to any third party
other than to its Affiliates and Contract Users, solely for the purpose of supporting Licensee’s and its
Affiliates’ internal data processing. Internal data processing purposes includes using the Program(s)
for providing consulting services to third parties but does not include providing data processing
services, serving as an application service provider, or providing batch processing services.

(e) Licensor is not conveying to Licensee any title, ownership, copyright or any other intellectual
property rights in or related to Program(s), and Licensor reserves all rights in and to the Program(s)
which are not expressly granted in writing by Licensor to Licensee.

(f) Licensee will not permit the use of the Program(s) by persons other than its and its Affiliates’
employees and Contract Users. Licensee is responsible for use of the Program(s) by its Affiliates and
Contract Users and for ensuring that the Affiliates and Contract Users (i) use the Program(s) only to
perform internal data processing services for Licensee and its Affiliates and (ii) agree to and comply
with the terms of this Agreement.

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(g) Licensee is responsible for installation of the Program(s). Licensee may make copies of the
Program(s) only as are necessary for Licensee’s back-up or archival purposes. In no event will
Licensee remove or modify any copyright notices or other proprietary markings contained within the
Program(s) and will ensure that such notices are reproduced within all copies of the Program(s).

(h) Licensee's license for the use of the Program(s) is further limited as follows:
(i) Evaluation License: If, in Licensor's sole discretion given the totality of the circumstances
surrounding Licensor's provision of the Program(s), Licensee has obtained the Program(s) for
evaluation purposes ("Evaluation License"), then Licensee will only use the Program(s) for
the purpose of internal demonstration and evaluation, and not for production or commercial
purposes, in order to determine whether Licensee desires to purchase a license for the
Program(s).

(ii) Academic License: If, in Licensor's sole discretion given the totality of the circumstances
surrounding Licensor's provision of the Program(s), Licensee is licensing the Program(s) for
educational purposes ("Academic License"), then Licensee agrees as follows:

 Licensee will not use or permit the use of the Academic Licenses for competitive analysis
(such as benchmarking) or for any commercial purposes, including but not limited to
consulting.

 The analysis work performed with the Academic Licenses must be non-proprietary work.

 Licensee and its employees and Contract Users using the Academic Licenses must be or be
affiliated with an academic facility. In addition to its employees and Contract Users, Licensee
may permit individuals who are students at such academic facility to access and use the
Academic Licenses, in which case such students shall be considered Contract Users.

 Notwithstanding any terms of this Agreement to the contrary, Academic Licenses with a
License Type of LAN may be accessed and used by Licensee at the Designated Site or any
other location within a fifty (50) mile/eighty (80) kilometer radius of the Designated Site.
Academic Licenses with Ansys Academic Multiphysics Campus Solutions and/or Academic
Extended LAN in place (as may be identified in the License Form or Quotation) may be
accessed and used by Licensee at the Designated Site or any other location within the same
country as the Designated Site; provided, however that (i) such access and use is and shall
remain subject to Export Laws, (ii) Licensee is expressly prohibited from accessing or using
the Academic Licenses at or within any U.S. embargoed country or area; and (iii) access and
use of the Academic Licenses shall be limited to Licensee’s employees and Contract Users
(including students) who are based and/or registered to attend classes at the Designated
Site. Such limitations apply to any access and/or use of the Academic Licenses including, but
not limited to, access via a VPN connection, cloud access or through license borrowing.

 TECS for Academic Licenses will be provided at the sole discretion of Licensor and/or its
Affiliates and Channel Partners. In the event TECS is provided, all Customer Support requests
must be initiated via the Ansys Student Community.

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 Academic Licenses which contain the term “Associate” in the Program name may only be
used for industry related research, degree and/or non-degree related research, student
instruction, student projects, and student demonstrations.

 Academic Licenses which contain the term “Research” in the Program name may only be
used for degree and/or non-degree related research, student instruction, student projects,
and student demonstrations.

 Academic Licenses which contain the term “Teaching” or “EduPack” in the Program name, as
well as the Ansys student product downloads available at www.ansys.com/students, may
only be used for student instruction, student projects, and student demonstrations.

 Academic Licenses which contain the term “Academic” or “Tools” but do not contain the
terms “Associate,” “Research,” or “Teaching in the Program name assume the terms of use of
the Academic License(s) that they are used with. When used as a standalone program, or if
the Academic License is not associated with any other Academic Licenses, the Academic
License may only be used for degree and/or non-degree related research, student
instruction, student projects, and student demonstrations.

 Academic Licenses which contain the term “Campus Solution” in the Program name contain
combinations of Academic Research and Academic Teaching products and, as such, each of
these component products must be used in accordance with the “Research” and “Teaching”
terms of use described above.

 Where Licensee is using the Program(s) for research projects, Licensee will, if requested by
Licensor, submit a Case Study prior to the end of the License Term. The Case Study will be in
English, contain a title and an abstract, and include: (1) the purpose of the study; (2) the
approach used to conduct the study; (3) the results obtained; (4) the conclusion as to the
results obtained versus the objective of the study; (5) how the Program(s) contributed to the
study; (6) three color graphics of the model and meshes; and (7) the Program(s) input files or
session log file.

 Licensor separately makes available packages of open source software (hereafter, “Ansys
Developer Tools”) that allow users of the Ansys Developer Tools to develop applications that
work in concert with Licensor’s software products (hereafter, “Developer Apps”).
Notwithstanding any use restrictions associated with an Academic License, which shall
continue to otherwise apply, Licensor agrees that Licensee may use Academic Licenses for
the additional purpose of testing any Developer Apps being developed by Licensee. For the
avoidance of doubt, such testing purposes shall not include nor permit Licensee to (i) reverse
engineer the Program(s), (ii) use the Program(s) to compare the performance, features or
other components of any Program(s) to other software programs or otherwise engage in
benchmarking activities, or (iii) use the Program(s) in connection with any evidence of use
collection or litigation purposes.

(iii) Beta License: If, in Licensor's sole discretion given the totality of the circumstances
surrounding Licensor's provision of the Program(s), Licensee has obtained a Beta Version of
the Program(s) (“Beta License”), then Licensee will only use the Beta License for the purpose

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 of internal evaluation and exploration, and not for production or commercial purposes, in
order to provide feedback to Licensor regarding the Program(s) and its operation. The
License Term for such Beta License is a maximum of three (3) months. In consideration of
Beta Licenses granted herein, Licensee agrees as follows:

 Licensee shall report to Licensor any malfunctions, bugs, errors of functional deficiencies in
the Program(s) ("Program Deficiency(ies)") detected while evaluating the Program(s), (e.g. if
the Program(s) is not performing in accordance with Licensor’s specifications); and

 Licensee may provide suggestions, observations, feedback, commentary, recommended use

cases or other statements (collectively, the "Feedback") to Licensor concerning the
Program(s) or other information provided by Licensor. Licensee agrees that any Feedback
shall be given on an entirely voluntary basis and will not, absent a separate agreement,
create any confidentiality obligation for Licensor. In no event shall Feedback be considered
Licensee’s Confidential Information. If Licensee encounters any Program Deficiencies, it shall
report such instances to Licensor; and

 Licensor shall be free to disclose and use the Licensee’s Feedback and the contents of
Licensee’s reports of Program Deficiencies as it sees fit, without any obligation of any kind to
the Licensee.

(iv) Warranties for Evaluation and Educational Licenses: For Evaluation and Educational
Licenses, the Program(s) IS PROVIDED TO LICENSEE "AS IS" WITHOUT WARRANTY OF ANY
KIND. LICENSOR AND THE CHANNEL PARTNER AND THEIR RESPECTIVE SUBSIDIARIES,
AFFILIATES AND SUPPLIERS DISCLAIM ALL WARRANTIES, CONDITIONS, OR REPRESENTATIONS
(EXPRESS OR IMPLIED, ORAL OR WRITTEN), WITH RESPECT TO THE PROGRAM(S) OR ANY
PART THEREOF, INCLUDING BUT NOT LIMITED TO ANY AND ALL WARRANTIES OR
CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS OR SUITABILITY
FOR ANY PURPOSE (whether or not Licensor or the Channel Partner and their respective
Affiliates and suppliers know, has reason to know, has been advised, or is otherwise in fact
aware of any such purpose), whether alleged to arise by law, by reason of custom or usage in
the trade, or by course of dealing. Section 6 of this Agreement does not apply to Evaluation
and Educational Licenses.

(v) Warranties for Beta Licenses: Licensee understands and agrees that it is accepting the
Beta Licenses on an experimental basis for exploration purposes only. Licensee further
understands and agrees that it is anticipated that there are likely Program Deficiency(ies) in
the Program(s) and that the occurrence of such Program Deficiencies is inherent in the
technology exploration relationship established hereunder. Given the nature of this
Agreement and the Licensee's intended use as an evaluator of the Program(s), Licensee
agrees that the Program(s) should not be relied upon at all in connection with the operation
of any aspect of its business. LICENSEE ACCEPTS THE PROGRAM(S) "AS IS" WITHOUT
WARRANTY OF ANY KIND. LICENSOR AND THE CHANNEL PARTNER AND THEIR RESPECTIVE
SUBSIDIARIES, AFFILIATES AND SUPPLIERS DISCLAIM ALL WARRANTIES, CONDITIONS, OR
REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN), WITH RESPECT TO THE
PROGRAM(S) OR ANY PART THEREOF, INCLUDING BUT NOT LIMITED TO ANY AND ALL

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 WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR
FITNESS OR SUITABILITY FOR ANY PURPOSE (whether or not Licensor or the Channel Partner
and their respective Affiliates and suppliers know, has reason to know, has been advised, or
is otherwise in fact aware of any such purpose), whether alleged to arise by law, by reason of
custom or usage in the trade, or by course of dealing. LICENSEE ACKNOWLEDGES THAT THE
PROGRAM(S) LICENSED HEREUNDER IS IN AN EXPERIMENTAL STATE ONLY AND THAT THE
PROGRAM(S) WILL PROBABLY UNDERGO SIGNIFICANT CHANGES PRIOR TO THE FINAL
RELEASE VERSION. Licensor does not guarantee that the technology embodied in the
Program(s) or the Feedback provided by Licensee will be offered at any time as a commercial
software product. Section 6 of this Agreement does not apply to Beta Licenses.

(vi) TECS for Beta Licenses: During the term of this Agreement, Licensor may provide to
Licensee such updates, fixes and other materials that are deemed appropriate by Licensor to
assist Licensee in performing the evaluation specified herein. Section 9 of this Agreement
does not apply to Beta Licenses.

(i) Licensor will provide Licensee access to the Program(s) via License Key(s) or via some other
method provided by the Licensor. LICENSE KEYS MAY LIMIT THE PROGRAM(S)’ USE AND REQUIRE
LICENSEE TO OBTAIN NEW LICENSE KEYS FROM TIME TO TIME. For periods in which Licensee is
entitled to receive TECS for a Program, Licensee may request, at no additional charge, three (3)
replacement License Keys per TECS period for such Program(s) due to a change of the Designated
Network. Licensor may charge an additional fee if Licensor agrees to provide replacement License
Keys more than three time per TECS period or during periods in which Licensee is not entitled to
receive TECS.

(j) Certain Program(s) may be provided with and/or Licensor may otherwise provide Licensee with
software development kits and documentation that may be used to create applications that can be
utilized in concert with the Program(s) (“Custom Applications”). Custom Applications may
incorporate components of the Program(s). Licensee shall not develop Custom Applications that
directly compete with the Program(s) and shall not distribute, license, or otherwise provide the
Custom Applications to any third party without Licensor’s consent.

(k) Licensee will not modify the License Key provided with the Program(s) in any way. Except as
expressly permitted by this Section 2(k) or as required by local law, Licensee will not (and will not
attempt to nor allow any third party to or attempt to) adapt, alter, amend, modify, reverse engineer,
decompile, disassemble or decode the whole or any part of the Program(s) or translate the whole or
any part of the Program(s) into another language. To the extent that local law expressly grants or
requires Licensor to grant Licensee the right to decompile the Program(s) to obtain the information
necessary to render the Program(s) interoperable with other computer programs used or to be
created by Licensee, Licensor will make such information available to Licensee and Licensee will not
decompile (or attempt to do so) the Program(s) without first requesting such information from
Licensor. Licensor will have the right to impose reasonable conditions (such as the imposition of a
reasonable fee) for making the information available. To ensure that Licensee receives the
appropriate information, Licensee must first give Licensor sufficient details of Licensee’s objectives
and other software concerned. All requests for the appropriate information will be given by notice
to be delivered in accordance with the terms of this Agreement. Licensee may not distribute the

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Program(s) (the whole or any part) to any third party (excluding Affiliates and Contract Users to the
extent expressly permitted therein) or link or compile the Program(s) to or with any third-party
software without Licensor's prior written permission, which consent Licensor may grant or withhold
in its sole discretion.

(l) Licensee acknowledges and agrees that the Program(s) are subject to U.S. laws and other
applicable laws governing the export and/or re-export of Program(s) including, but not limited to, the
Export Administration Regulations, regulations promulgating financial transaction restrictions
administered by the Office of Foreign Asset Controls of the U.S. Department of the Treasury, the
International Emergency Economic Powers Act, the United States Export Administration Act, the
United States Trading with the Enemy Act, and all regulations, orders and licenses issued thereunder
(collectively the "Export Laws"). Licensee warrants that it and its Affiliates and Contract Users are
and will remain in compliance with all such Export Laws with respect to the Program(s) and
acknowledges that Export Laws may change over time. Licensee additionally warrants that it has not
been, and is not currently, debarred, suspended, prohibited or impaired from exporting, re-
exporting, receiving, purchasing, procuring, or otherwise obtaining any product, commodity, or
technical data regulated by any agency of the government of the United States. Licensee gives
assurance that unless notice is given to Licensor, and prior authorization is obtained as required by
the Export Laws, Licensee will not knowingly re-export, directly or indirectly, any Programs or any
technical data transferred by Licensor to Licensee to any destination or person or entity in violation
of the Export Laws or this Agreement.

(m) If applicable, for Licensees that are U.S. Government entities, Licensor software is commercial
computer software (as defined in Federal Acquisition Regulation (“FAR”) 2.101 for civilian agency
purchases and Department of Defense (“DOD”) FAR Supplement (“DFARS”) 252.227-7014(a)(1) for
defense agency purchases). If the software is licensed by or on behalf of a civilian agency, Licensor
provides the software, its documentation, and any other technical data subject to this Agreement
consistent with FAR 12.212 (Computer Software) and FAR 12.211 (Technical Data). If software is
licensed by or on behalf of any DOD agency, Licensor provides the software, its documentation, and
any other technical data subject to this Agreement consistent with DFARS 227.7202-3. If this is a DOD
subcontract, the DOD agency Customer may acquire additional rights in technical data under DFARS
252.227-7015(b). This U.S. Government Rights clause is in lieu of, and supersedes, any other FAR,
DFARS, or other clause or provision that addresses government rights in computer software or
technical data.

(n) With respect to the SCADE family of products Licensor may provide source code for certain
components of such Program(s), which shall be treated as Program Confidential Information under
Section 5. In addition to the terms set forth in this Agreement, such source code shall also be subject
to the additional provisions respecting such source code specifically as set forth in Paragraph 2 of the
terms set forth at https://www.ansys.com/footer/terms-and-conditions/scade.

3. TERM AND TERMINATION

(a) Lease Licenses are non-cancelable by Licensee, will commence on the Effective Date of
Program(s), and will have a License Term that ends as of the expiration date specified in the License
Key or, in the event the Program does not have a License Key, the License Term shall end at the lesser
of one (1) year or the Program(s)' built-in expiration date . Except as set forth below, at the end of

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the then-current License Term, the Lease License will automatically renew at the renewal fees agreed
between Licensee and either Licensor or Channel Partner, as applicable, for a renewal License Term
equal to the duration of (as applicable) the immediately preceding License Term (provided that the
term may be extended or shortened by mutual agreement in any given renewal term for that License
Term in order to make the License Term coterminous with the term of other Lease Licenses or the
TECS for Paid-Up Licenses licensed by Licensee). The Lease License will not renew if Licensee,
Channel Partner, or Licensor gives prior notice of its intent to not renew. Licensee shall be deemed
to have provided notice not to renew if Licensee does not issue a purchase order to Licensor or the
Channel Partner for the Lease Licenses prior to the expiration of the then-current License Term.
Licensor and Channel Partner shall be deemed to have provided notice not to renew if Licensor or
Channel Partner does not provide a renewal quotation for the Lease Licenses prior to the expiration
of the then-current License Term.

(b) Beta Licenses will commence on the Effective Date of the Program(s), and, at the end of the
License Term, will automatically expire.

(c) The license for a Paid-up License will commence on the Effective Date of Program(s) and will be
perpetual unless terminated as provided in Sections 3(d) below.

(d) Licensor may terminate Lease License(s) if Licensee fails to pay the then-current license fees to
the Channel Partner or Licensor, as applicable, within thirty (30) days of the due date for such
payment. In the event a Lease License is terminated prior to the end of the Term, no refund will be
due to Licensee for any portion of the prepaid Lease License fee. Licensor may immediately
terminate this Agreement and any Program(s) license upon any of the following: (i) Licensee
materially breaches any provision of this Agreement and fails to cure such breach within thirty (30)
days of notice of such breach from Licensor or Channel Partner, provided that Licensor may
terminate this Agreement and any Program(s) licenses for any material breach by Licensee that is not
capable of being cured; (ii) Licensee ceases to do business for any reason; (iii) Licensee has a receiver
or administrator appointed over all or part of its assets; (iv) Licensee becomes subject to any
bankruptcy, insolvency, reorganization, liquidation or other similar proceedings, which proceedings
are not dismissed within fifteen (15) days thereafter; (v) the transfer of a majority of Licensee’s assets
or outstanding voting securities (including, without limitation, by way of merger of Licensee with or
into any other person or entity), or the sale of Licensee’s business, or any other transaction or series
of related transactions in which the security holders of Licensee immediately prior to such
transaction(s) do not hold at least a majority of the outstanding voting securities of Licensee
immediately after the transaction(s); or (vi) any attempted assignment of this Agreement by Licensee
without prior written approval by Licensor. Licensee may terminate this Agreement and any Lease
License or TECS upon any of the following: (i) Licensor materially breaches any provision of this
Agreement or a License Form and fails to cure such breach within thirty (30) days of notice of such
breach from Licensee; or (ii) Licensor ceases to do business for any reason, in which event Licensor
will refund to Licensee a pro rata portion of the amounts paid for such Lease Licenses or TECS. This
Agreement may also be terminated by Licensor if pursuant to Section 6(e)(iii) or 7(a) all of Licensee’s
licenses of the Program(s) are terminated.

(e) If the license for Program(s) granted hereunder is terminated for any reason, Licensee will
immediately uninstall the Program(s) from the computer(s) on which it is installed and will certify to

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Licensor in writing that the Program(s) is no longer installed and that all copies thereof have either
been destroyed or returned to Licensor or the Channel Partner. Licensee will immediately return to
Licensor or the Channel Partner any information or material provided to Licensee in connection with
the Program(s), unless otherwise specified by Licensor or the Channel Partner.

4. PAYMENT

For sales of licenses of the Program(s) and/or TECS in which Licensor or its Affiliates will receive
payment, Licensee or its Affiliate will pay the applicable fees within thirty (30) days from the date of
the invoice from Licensor or its Affiliate. For any late payment, Licensor or its Affiliate (as applicable)
may charge Licensee interest in an amount equal to the lesser of 1.5% per month of the unpaid
balance or the greatest amount legally permitted. For sales of Lease Licenses, Paid-Up Licenses
and/or TECS in which Channel Partners that are not Affiliates of Licensor will receive payment,
Licensee or its Affiliates will pay the applicable fees within thirty (30) days of receipt of an invoice
from such Channel Partner unless otherwise agreed. License fees and TECS fees quoted to Licensee
are exclusive of all value added taxes, sales taxes, use taxes, and the like. Licensee will pay all taxes
associated with the transaction, exclusive of any tax based on the income of Licensor or the Channel
Partner. Licensee must provide a valid tax exemption certificate if claiming a tax exemption.

5. CONFIDENTIAL INFORMATION

(a) Licensee acknowledges that the Program(s) embodies confidential and proprietary information,
including trade secrets, owned or licensed by Licensor or its Affiliates (the “Program Confidential
Information”). For Beta Licenses, Program Confidential Information also includes any and all
information relative to the Program(s) and the results of Licensee’s evaluation of the Program(s).

(b) Excluding the Program(s) and the Program Confidential Information, the parties agree that
any other information disclosed by one party (the “Disclosing Party”) to the other party (the
“Receiving Party”) under this Agreement that is marked or identified as confidential or given the
nature of the information or circumstances surrounding disclosure should reasonably be understood
to be confidential (“Other Confidential Information”) and, together with the Program Confidential
Information, (“Confidential Information”) will remain the property of the Disclosing Party. Any
information relating to Licensor’s, its Affiliates’, technology suppliers’, or Channel Partner’s or to
Licensee’s or its Affiliates’ business plans, strategies, technology, research and development, current
and prospective customers, billing records, and products or services will be deemed Confidential
Information even if not explicitly marked or identified. The Receiving Party will protect the
Confidential Information from disclosure to others using no less than a reasonable degree of care.
The Receiving Party agrees that it will not (i) use the Disclosing Party’s Confidential Information in
any way, for its own account or the account of any third party, except for the exercise of its rights and
performance of its obligations under this Agreement, or (ii) disclose any such Confidential
Information, other than furnishing such Confidential Information to (a) its employees, Affiliates,
Channel Partners and consultants who are required to have access to such Confidential Information
in connection with the exercise of its rights and performance of its obligations under this Agreement;
and (b) professional advisers and, in the case of Licensor, technology suppliers (solely for support
purposes); provided that such employees, Affiliates, consultants, Channel Partners, professional
advisers and technology suppliers are bound to protect the Confidential Information from
unauthorized use and disclosure consistent with these terms.

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(c) The obligations of Section 5(b) will not extend to any information that the Receiving Party
can demonstrate with competent evidence:

(i) is or becomes publicly known through no fault of the Receiving Party;

(ii) was possessed by the Receiving Party free of any obligation of confidentiality prior to receipt from
the Disclosing Party;

(iii) is independently developed by the Receiving Party without use of the Disclosing Party’s
Confidential Information;

(iv) is rightfully obtained by the Receiving Party from third parties authorized to make such disclosure
without restriction; or

(v) is identified as no longer confidential by the Disclosing Party.

(d) The Receiving Party may disclose Confidential Information to the extent required by law,
regulation or court order, provided that (i) the Receiving Party makes reasonable efforts to notify
Disclosing Party in writing prior to disclosing the Confidential Information and takes reasonable steps
to obtain protective treatment of the Confidential Information; and (ii) any information so disclosed
shall continue to be treated as Confidential Information between the Receiving Party and Disclosing
Party.

(e) Receiving Party has the burden of proving the exceptions in section 5(c) above.

(f) For disclosures between the parties within the U.S., the Disclosing Party shall not disclose
without the Receiving Party’s prior approval any Confidential Information that is subject to export or
re-export restrictions that would limit the Receiving Party’s ability to share such information with
individuals working for the Receiving Party in the U.S. who are neither US citizens nor US green
holders.

(g) The obligations of the parties respecting Other Confidential Information will survive for a
period of three (3) years from the date of the first disclosure of such Other Confidential Information.

(h) If the parties have separately entered into a confidentiality agreement regarding the
exchange of Other Confidential Information in connection with this Agreement, then the terms of
that separate confidentiality agreement will govern the disclosure and use of Other Confidential
Information between the parties and not this Section 5. Any existing confidentiality agreements
between the parties will remain in full force and effect and will not be varied by the terms of this
Section 5.

6. WARRANTIES; LIMITATION OF REMEDY

(a) Excluding Evaluation and Educational Licenses, the warranty for which is as set forth in Section
2(h)(iv) and Beta Licenses, the warranty for which is as set forth in Section 2(h)(v), Licensor warrants
to Licensee that the Program(s) will perform in all material respects as specified in the Manual
applicable to the Program(s) for the longer of ninety (90) days from the Effective Date of the
Program(s), the License Term of the Lease License, or for the period during which Licensee has
purchased TECS for the Paid-Up License. The warranty provided in this Section 6 will only apply to

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the two (2) most current releases of the Program(s). This warranty will not apply if Licensor has
notified Licensee in writing that Licensor no longer supports the operating system version on which
such Program(s) is licensed.

(b) Licensor, its Affiliates, the Channel Partner and technology suppliers do not warrant the
accuracy or the applicability of the results obtained from the use of the Program(s). No other
documents or oral conversations, statements or representations will be offered by Licensee as
evidence to explain, expand, alter, add to or invalidate the express warranties set forth above.

(c) The warranties set forth herein are the sole warranties provided to Licensee and extend only to
Licensee itself. Licensor, its Affiliates, Channel Partners and technology suppliers will not be
responsible for any breach of warranty caused by (i) modifications (or attempted modifications) to
the Program(s) made by or on behalf of Licensee, or (ii) any combination of the Program(s) with any
other software, excluding any operating systems for which the Program(s) are licensed to be used, or
(iii) any use of the Program(s) other than on the Designated Network, or (iv) use of other than the
most current release of the Program(s).

(d) THE EXPRESS WARRANTY SET FORTH IN SECTION 6(a) OF THIS AGREEMENT IS IN LIEU OF, AND
LICENSOR, ITS AFFILIATES, CHANNEL PARTNERS AND TECHNOLOGY SUPPLIERS DISCLAIM ANY AND
ALL OTHER WARRANTIES, CONDITIONS, OR REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR
WRITTEN), WITH RESPECT TO THE PROGRAM(S) OR ANY PART THEREOF, INCLUDING BUT NOT
LIMITED TO ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT,
MERCHANTABILITY, OR FITNESS OR SUITABILITY FOR ANY PURPOSE (whether or not Licensor, its
Affiliates, Channel Partners and/or technology suppliers know, have reason to know, have been
advised, or are otherwise in fact aware of any such purpose), whether alleged to arise by law, by
reason of custom or usage in the trade, or by course of dealing. In addition, Licensor, its Affiliates,
Channel Partners and technology suppliers expressly disclaim any warranty or representation to any
person other than Licensee with respect to the Program(s) or any part thereof.

(e) If the Program(s) fails to perform in all material respects as warranted in this Agreement,
Licensee’s sole remedy will be for Licensor, at Licensor's option, to:

(i) Provide a correction or work-around to correct the breach; or

(ii) Modify the Program(s) to conform substantially to the Manual; or

(iii) If neither (i) nor (ii) are commercially feasible, terminate the license for that Program(s) and/or
this Agreement and require Licensee to return the Program(s) to Licensor, in which event Licensor
will refund to Licensee a pro-rata portion of the amounts paid for such Program(s). For a Paid-Up
License, such pro-rata calculation will be based on straight-line depreciation over a 36-month period
following the applicable delivery date. (iv) Terminate the license for that Program(s) and/or this
Agreement and require Licensee to return the Program(s) to Licensor, in which event Licensor will
refund to Licensee a pro-rata portion of the amounts paid for such Program(s). For a Paid-Up
License, such pro-rata calculation will be based on straight-line depreciation over a 36-month period
following the applicable delivery date.

(f) LICENSEE'S REMEDIES AS SET FORTH IN THIS SECTION ARE THE SOLE AND EXCLUSIVE REMEDIES
TO WHICH LICENSEE IS ENTITLED.

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7. INDEMNIFICATION

(a) Licensor will defend at its expense any claim, suit or proceeding (each, a “Claim”) brought
against Licensee by any third party to the extent such Claim asserts that the Program(s) infringes or
misappropriates the third party’s patent, copyright, trade secret or trademark (“Infringement
Claim”). Licensor will pay all costs and damages finally awarded against Licensee by a court of
competent jurisdiction or any settlement amounts finally agreed to by Licensor as a result of any
such Infringement Claim; provided, however, that Licensee (i) promptly notifies Licensor in writing of
such Infringement Claim; (ii) promptly gives Licensor the right to control and direct the investigation,
preparation, defense and settlement of such Infringement Claim, with counsel of Licensor’s own
choosing (provided that Licensee will have the right to reasonably participate, at its own expense, in
the defense of any such Infringement Claim); and (iii) gives assistance and full cooperation for the
defense of same. Licensor may, at its option, as a way of remedying any Infringement Claim or
potential Infringement Claim, (i) replace or modify the Program(s) so as to avoid infringement, (ii)
procure the right for Licensee to continue the use of the Program(s), or (iii) if neither (i) nor (ii) are
commercially feasible, Licensor may terminate any licenses to the Program(s) and/or this Agreement
and require Licensee to return the Program(s) to Licensor, in which event Licensor will refund to
Licensee a pro rata portion of the amounts paid for such Program(s). For a Paid-Up License, such pro
rata calculation will be based on straight-line depreciation over a 36-month period following the
applicable delivery date.

(b) This indemnity will not apply to any Infringement Claim based upon or arising from (i) use of
the Program(s) in a manner for which it was not designed or not in accordance with the Manual, (ii)
use of the Program(s), when use of a subsequent software release that Licensor has made
commercially available would have avoided such infringement; (iii) any combination of the
Program(s) with any other software, excluding any operating system for which the Program(s) are
licensed to be used or (iv) Licensee’s continued use of the Program(s) subsequent to receipt of notice
of any claimed infringement. This Section 7 is Licensee’s sole and exclusive remedy and sets forth
Licensor’s entire liability and obligations with respect to any Infringement Claim.

(c) For the purposes of Section 8(a), all damages awarded against Licensee or settlement
amounts agreed to by Licensor in connection with Licensor’s indemnification obligations set forth in
Section 7(a) will be treated as direct damages,

8. LIMITATION OF LIABILITY AND INDEMNITY

(a) SUBJECT TO THE MAXIMUM EXTENT PERMITTED BY LAW, LICENSOR, ITS AFFILIATES, CHANNEL
PARTNERS AND SUPPLIERS WILL NOT BE LIABLE TO LICENSEE OR ANY OTHER PARTY FOR ANY
INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL, EXEMPLARY OR INCIDENTAL DAMAGES OR LOSSES.
Except for Licensor’s obligations set forth in Section 7(a) and for Licensor’s material breach of Section
5, in no event will Licensor’s, its Affiliates’, Channel Partners’ and technology suppliers’ aggregate
liability to Licensee exceed the greater of (i) $5,000 U.S. Dollars or (ii)(1) in the case of a Paid-Up
License, the license fee initially paid for such Paid-Up License (not including any TECS fees or other
fees) or, (2) in the case of a Lease License, the license fee paid for such Lease License during the
preceding twelve (12) months. Licensee acknowledges that given all the circumstances, the limits on
Licensor’s liability are reasonable because of, among other things, the likelihood that without those
limitations the amount of damages awardable to Licensee for a breach by Licensor or Channel

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Partner of this Agreement may be disproportionately greater than the license fees paid or payable
for the Program(s). For the avoidance of doubt, Licensee is entirely responsible for keeping full back
up copies of its software, data and database configurations in accordance with best industry practice.
The foregoing limitations of liability apply regardless of whether the parties have been advised of the
likelihood of such damages or losses and regardless of the theory of liability.

(b) Each of Licensor’s Affiliates, Channel Partners and technology suppliers may rely upon and
enforce the exclusions and restrictions of liability in this Section 8 in that entity’s own name and for
that entity’s own benefit against Licensee and its Affiliates solely as it relates to liability arising
against such parties under this Agreement.

(c) Notwithstanding anything to the contrary in this Agreement, Licensor does not limit its liability
(if any) to Licensee for any matter which it would be illegal for Licensor to exclude or to attempt to
exclude its liability, but nothing in this clause confers any right or remedy upon the other party to
which it would not otherwise be entitled.

(d) The Program(s) is a mathematical analysis tool intended to assist Licensee in Licensee's
development and design processes and requires considerable skill and judgment for its correct use
and for the interpretation of the computed results. The Program(s) is not intended to be nor is it a
substitute for rigorous and comprehensive prototype or other testing by Licensee of products prior
to production and sale.

9. TECHNICAL ENHANCEMENTS AND CUSTOMER SUPPORT (TECS)

(a) Excluding Beta Licenses, TECS will consist of (i) reasonable telephone, e-mail or web-based
support respecting the use of the Program(s) ("Customer Support"); and (ii) Program releases or
corrections provided by Licensor without additional charge to TECS customers generally ("Technical
Enhancements"). Customer Support will be provided by Licensor, its Affiliate or Channel Partner (as
applicable). Technical Enhancements will be provided by Licensor at such times as determined solely
by Licensor.

(b) For a Lease License, TECS is included as part of the Lease License fee.

(c) For a Paid-up License (excluding Named User Licenses), installation support will be provided
without charge for thirty (30) days from the Effective Date of Program. For Paid-up Licenses currently
on TECS, Licensor or Channel Partner will provide TECS. Except as set forth below, at the end of the
then-current TECS period, TECS will automatically renew at the prior year’s TECS rate plus an increase
consistent with the increase in the price of the associated Program(s) for a renewal term of a like
duration. TECS will not renew if Licensee, Channel Partner, or Licensor gives prior notice of its intent
to not renew. Licensee shall be deemed to have provided notice not to renew if Licensee does not
issue a purchase order to Licensor or the Channel Partner for TECS prior to the expiration of the
then-current TECS period. Licensor and Channel Partner shall be deemed to have provided notice
not to renew if Licensor or Channel Partner does not provide a renewal Quotation for TECS prior to
the expiration of the then-current TECS period. TECS that does not automatically renew but that is
purchased in the same configuration within three (3) within three (3) months of the expiration date
of the last TECS period shall not require a new License Form to be signed for such TECS as the terms
of this Agreement will be deemed to continue to apply from the new start date of such TECS. Except

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as specifically set forth in this Agreement, if TECS is terminated prior to the end of the term, Licensee
shall not be entitled to any refund for any portion of the prepaid TECS fee. (d) For a Paid-Up
License, telephone or email assistance for Program installation will be provided without charge for
thirty (30) days from the Effective Date of Program(s). In consideration for payment of the then-
current TECS fees, TECS for a Paid-Up License will be provided by the Channel Partner or Licensor.
TECS will automatically renew at the then-current renewal fees for a renewal term equal to the
duration of the immediately preceding term unless Licensee, Channel Partner, or Licensor gives prior
written notice of its intent to terminate TECS no later than 30 days prior to the end of the TECS term.
TECS will terminate automatically upon Licensee's failure to: (i) deliver a valid purchase order or (2)
pay the then-current TECS renewal fees to Channel Partner or Licensor. In the event TECS is
terminated prior to the end of the term, no refund will be due to Licensee for any portion of the
prepaid TECS fee.

(d) For any WAN License, Licensor or its Channel Partners shall provide TECS to the Designated Site
and any other Licensee site identified in the quotation as being entitled to receive TECS. Provided
that there are no material changes to the WAN License (including any change in the Program(s) that
are accessible or to the number of licenses of the Program(s) that are accessible), the TECS fee for
any extension agreed to between the parties shall not increase over the then-immediate year’s TECS
Fee for the WAN Licenses in the aggregate by more than five percent (5%) per year.

(e) TECS does not include any database set-up or configuration. For Named User Licenses, TECS
also does not include any Program installation support.

(f) Licensor and the Channel Partner have no obligation to provide TECS: (i) for other than the
two most recent commercially available releases of each Program(s); (ii) for any Program(s) that have
been altered, damaged or modified by Licensee or on Licensee’s behalf; (iii) for any applications,
models or other customizations provided by Licensor or Channel Partner as part of a consulting
services engagement; or (iv) for any problems caused by Licensee’s negligence or use of the
Program(s) other than in accordance with the Manual and this Agreement.

(g) If TECS on a Program license is discontinued by Licensee for more than three (3) months,
Licensor shall have no obligation to permit reinstatement of TECS on such Program license. Except as
otherwise agreed between the parties, Licensor’s election to permit reinstatement shall be subject
to Licensor’s then-current TECS reinstatement policy.

(h) For Named User Licenses, Customer Support will be provided to Licensee and its Affiliates at
their locations specified in the Quotation.

(i) Licensee acknowledges that Licensor may transmit customer data and information
(“Customer Information”) to Ansys sanctioned data center(s) for the purpose of allowing Licensor to
execute simulation workloads and fulfill customer requests efficiently and effectively while
maintaining a secure environment that protects Customer Information. Customer Information may
include Confidential Information. Licensee agrees that the transmission of Confidential Information
to a Licensor sanctioned data center shall not be considered a disclosure of Confidential Information
to a third party either under this Agreement or any applicable nondisclosure agreement between the
parties. Licensor shall maintain the Customer Information and any Confidential Information
consistent with the terms of this Agreement and consistent with Ansys hybrid compute environment

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security statements as set forth at
https://www.ansys.com.mcas.ms/legal/terms-and-conditions/ansys-hybrid-compute-environment-
security.

10. MISCELLANEOUS

(a) All notices required in this Agreement will be given in writing to all parties and delivered by
registered mail or another established delivery service (such as UPS or FedEx), or mutually agreed
equivalent. Notices will be effective when received as indicated on the registered mail or other
delivery receipt. All notices will be given by Licensee to Licensor at the following address: ANSYS,
Inc., Legal Department, 2600 ANSYS Drive, Canonsburg, PA 15317. All notices will be given by
Licensor to Licensee at any location where Licensee conducts business, unless Licensee has
previously notified Licensor of a specific address for notices.

(b) Licensee will not assign this Agreement to any third party by operation of law, or in bankruptcy,
or otherwise without prior written consent of Licensor. This Agreement will be binding upon and
inure to the benefit of the parties hereto and their respective successors, permitted assigns and
permitted transferees.

(c) With fifteen (15) days prior notice, Licensor may have, once every twelve (12) months, a third-
party independent auditing firm examine Licensee’s records and systems to ensure Licensee’s
installation and use of the Program(s) conforms to the terms of this Agreement. Licensee shall
cooperate with the third-party auditing firm, shall respond immediately to all audit-related queries,
and shall provide access to its personnel, all relevant records, files and information onsite. If the
audit report indicates any license non-compliance by Licensee, Licensee agrees to pay for the costs of
the audit in addition to working to remedy the license non-compliance.

(d) The provisions of Sections 2(k), 2(l), 2(m), 3(e), 4, 5, 6(d), 6(e), 6(f), 7, 8, 10, 11 and 13 will
survive termination of this Agreement or any individual Program(s) license.

(e) If Licensee is the U.S. Government, this Agreement shall be subject to the laws of the United
States, and in the event of any dispute arising from or in relation to this Agreement, the parties
consent to the exclusive jurisdiction of, and venue in, a court of competent jurisdiction under the
laws of the United States. If Licensee is a state or local government entity within the United States,
this Agreement shall be subject to the laws of the state in which Licensee is located, and in the event
of a dispute arising from or in relation to this Agreement, the parties consent to the exclusive
jurisdiction of, and venue in, a court of competent jurisdiction within such state. Otherwise, to the
extent permitted by law, the rights and obligations of the parties hereto will be governed by the
substantive law of the Commonwealth of Pennsylvania, excluding the United Nations Convention on
the International Sale of Goods and choice of law provisions. If Pennsylvania law is not held to apply
to this Agreement for any reason, then in jurisdictions where warranties, guaranties, representations
or and/or conditions of any type may not be disclaimed, any such warranty, guaranty, representation
and/or warranty is hereby limited to the thirty (30) days or the shortest period allowed by law,
whichever is greater.

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(f) The parties hereto consent to the venue and jurisdiction of the federal and state courts
maintaining jurisdiction over Washington County, Pennsylvania for purposes of any legal proceedings
arising under or relating to this Agreement.

(g) Because the Program(s) is unique and valuable and breach of this Agreement may result in
irreparable injury to Licensor for which monetary damages alone may not be an adequate remedy,
Licensor will be entitled to seek specific performance and injunctive or other equitable relief as a
remedy for any breach or anticipated breach of this Agreement without the necessity of posting a
bond. Any such relief will be in addition to all other legal and equitable remedies.

(h) If any provision of this Agreement will be invalid, such provision will be ineffective only to the
extent of such invalidity without invalidating the remainder of this Agreement.

(i) Any failure of any party to enforce any of the provisions of this Agreement will not be construed
as a waiver of such right of the party thereafter to enforce each and every such provision.

(j) The parties have required that this Agreement be drawn up in English.

(k) EXCEPT WITH RESPECT TO BETA LICENSES, IN THE EVENT LICENSEE HAS PREVIOUSLY AGREED IN
WRITING TO A SOFTWARE LICENSE AGREEMENT WITH LICENSOR THAT SPECIFICALLY GOVERNS USE
OF THE PROGRAM(S), SUCH SOFTWARE LICENSE AGREEMENT WILL SUPERSEDE AND REPLACE THIS
AGREEMENT, AND THIS AGREEMENT WILL BE VOID. If Licensee has not previously agreed in writing
to a software license agreement with Licensor that specifically governs use of the Program(s), then:
this Agreement constitutes the complete and exclusive statement of the agreement between the
parties and supersedes all proposals, oral or written, and all other communications between the
parties relating to the subject matter of this Agreement. This Agreement supersedes the terms of any
click-wrap, shrink-wrap, or break-the-seal license agreement included in any Program(s) package.
Except as specifically provided herein, this Agreement may be modified only by a written
amendment executed by duly authorized officers or representatives of the parties. The terms and
conditions contained in this Agreement will take precedence over any conflicting provisions
contained in any quotation, appendix, exhibit, or document incorporating this Agreement by
reference. No purchase order, procurement agreement or any other standardized business forms
issued by Licensee, and even if such purchase order, procurement agreement or other standardized
business forms provides that it takes precedence over any other agreement between the parties,
shall be effective to contradict, modify, or delete from the terms of this Agreement in any manner
whatsoever. Any acknowledgment, written or oral, of any such purchase order, procurement
agreement or standardized business form is not recognized as a subsequent writing and will not act
as acceptance of such terms.

11. LICENSE COMPLIANCE SOFTWARE

(a)  In accordance with Section 11(b) or 11(c) below, Licensor may embed the Program(s) with
compliance technology (“License Compliance Technology”) provided by third-parties (“Technology
Providers”) that reports information to Licensor, as the controller of this information under
applicable data protection laws. Information collected by the License Compliance Technology
concerns unique user and network identification information related to the use of the Program(s)
(“Identification Information”). Identification Information collected by the License Compliance

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Technology includes geographic location data, usernames, e-mail addresses, IP addresses, hostname,
MAC addresses, and the domains from which the use of the Program(s) originated.

Licensor’s processing of such Identification Information for license compliance (collectively

“Processing Activities”) includes:

 Licensor’s collection, use, and storage of the Identification Information to administer and
enforce Licensor’s license compliance program;

 Licensor’s transfer of the Identification Information to Licensor Affiliates;

 Licensor’s Affiliates’ collection, use, and storage of the Identification Information to

administer and enforce Licensor’s license compliance program;

 Licensor’s transfer of the Identification Information to Channel Partners;

 Channel Partners’ collection, use, and storage of the Identification Information to administer
and enforce Licensor’s license compliance program;

 Licensor’s transfer of the Identification Information to global service providers who aid
Licensor in the enforcement of its global license compliance program (“Service Providers”);

 Service Providers’ collection, use, and storage of the Identification Information to administer
and enforce Licensor’s license compliance program;

 Licensor’s transfer of the Identification Information to Technology Providers;

 The Technology Providers’ collection, use, and storage of the Identification Information to
administer and enforce Licensor’s license compliance program; and

 The transfer of such Identification Information to countries from which the Identification
Information or use of the Program(s) originated.

Licensor will retain such Identification Information for a period of time necessary to ensure license
compliance program with the terms of this Agreement and/or verify that both the Programs and
Licensee’s use of the Programs are appropriately licensed and thereafter as long as it is necessary for
compliance.

Licensee acknowledges and agrees that any Identification Information collected under this Section
11 may be processed and stored outside of its country of origin, including in the United States.

For a current list of Technology Providers, Subsidiaries, and Service Providers, information on your
data protection rights (including, where applicable, your right to object against certain processing
based upon legitimate interests), and more information on how Licensor uses the Identification
Information please visit www.ansys.com/privacy.

Licensee hereby represents and warrants that it shall provide sufficient notice to all users of the
Program(s) (including Named Users and Contract Users) of Licensor’s processing of the
Identification Information, as described in this Agreement.

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(b) For all Licensees, except for those in the Republic of Korea, Licensor processes such
Identification Information on the legal basis of (i) performing this Agreement; (ii) performing legal
duties under applicable laws and regulations (including without limitation, preventing the
unauthorized use of the Program that poses security risks); and (iii) its legitimate interests, to
ensure compliance with the terms of this Agreement and verify that both the Program(s) and
Licensee’s use of the Program(s) are appropriately licensed. On these legal basis and in pursuit of its
legitimate interests, Licensor shall use the Identification Information solely to determine if
modifications to certain code files of the Program(s) have been made or if there is suspected or
confirmed unauthorized access to or use of the Program(s). To the extent that applicable data
protection laws require special treatment of specific types of Identification Information, Licensor
shall take measures necessary for compliance with these laws. Licensor shall ensure that any
transfers of such Identification Information complies with all applicable data protection laws,
including, to the extent applicable, restrictions on cross-border data transfers under the General Data
Protection Regulation (Regulation (EU) 2016/679).

(c) For Licensees in the Republic of Korea, Licensor processes such Identification Information to
ensure compliance with the terms of this Agreement and verify that both the Program(s) and
Licensee’s use of the Program(s) are appropriately licensed. Licensor and the Technology Providers
process such Identification Information solely to determine if modifications to certain code files of
the Program(s) have been made or if there is suspected or confirmed unauthorized access to or use
of the Program(s). Licensee’s acceptance of the terms of this Agreement shall evidence Licensee’s
explicit consent to the Processing Activities and the collection, use, and storage of the
Identification Information as outlined above. Licensee’s consent to these terms is voluntary.
Licensee may withdraw consent at any time by (i) emailing privacy@ansys.com and rejecting these
terms, and (ii) ceasing to the use the Program(s). Notwithstanding anything herein to the contrary,
Licensee’s continued use of the Program(s) shall evidence its acceptance to the terms of this
Agreement.

12. DATA ANALYTICS

Licensee is aware that as part of Licensor’s Program(s)improvement process Licensor may obtain
feedback from the Program(s) regarding the hardware profile and operating system of Licensee’s
users, internal errors that are arising with respect to the Program(s) and the regions of functionality
of the Program(s) that Licensee is using.

13. DATA

(a) With respect to Program(s) containing Program Data, Licensee may not download any
Database and may only permit its employees and Contract Users to download any Program Data that
Licensee currently needs. After termination of any license enabling Licensee to access Program Data,
with respect to Program Data that Licensee has downloaded or used, Licensee shall not further
access any such Program Data for the purpose of taking any additional materials-related decisions or
analyses or otherwise analyzing any material properties contained in the Program Data.

(b) Licensee acknowledges that upon expiration or termination of any license of the Program(s),
Licensee may no longer have access through the Program(s) to any Licensee Data. Licensee
acknowledges that it should take measures to ensure that it makes copies of any Licensee Data in a

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manner that is accessible by Licensee without use of the Program(s) before the license of any such
Program terminates or expires.

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