SOFTWARE LICENSE AGREEMENT

If you require a printed version of this Software License Agreement prior to acc
epting these terms and conditions, please click "I DO NOT AGREE" and go to LICEN
SE.TXT on the CD to retrieve and print this Software License Agreement. If you
are located in any location embargoed by the U.S. government (currently and subj
ect to change, Cuba, Iran, Libya, Sudan, North Korea, or Syria), you are denied
access to the products and services and should click the "I DO NOT AGREE" button
.
READ THIS SOFTWARE LICENSE AGREEMENT ("LICENSE") CAREFULLY BEFORE PROCEEDING. T
HIS IS AN AGREEMENT WHICH INCLUDES DISCLAIMERS OF WARRANTY AND LIMITATIONS OF LI
ABILITY BETWEEN THE ENTITY ENTERING INTO THIS LICENSE BY CLICKING THE "I AGREE BU
TTON AND WHO IS AUTHORIZED BY LICENSOR TO USE THE PROGRAM ("LICENSEE") AND THE S
OFTWARE VENDOR WHO IS GRANTING THE LICENSE TO USE THE PROGRAM WHO MAY BE ANSYS,
INC., OR ITS SUBSIDIARIES ("LICENSOR") FOR LICENSEE TO LICENSE THE PROGRAM. AS
AN AUTHORIZED REPRESENTATIVE, BY CLICKING THE "I AGREE" BUTTON LICENSEE EXPRESSL
Y AGREES TO AND CONSENTS TO BE LEGALLY BOUND BY THE TERMS AND CONDITIONS CONTAIN
ED IN THIS LICENSE. IF LICENSEE DOES NOT AGREE WITH THESE TERMS AND CONDITIONS,
CLICK THE "I DO NOT AGREE" BUTTON INDICATING NON-ACCEPTANCE, PROMPTLY REMOVE TH
IS PROGRAM FROM LICENSEE'S COMPUTER(S) AND RETURN THE SOFTWARE AND ALL RELATED D
ISKS AND DOCUMENTATION ("PROGRAM") WITHIN THIRTY (30) DAYS TO LICENSOR OR ITS AU
THORIZED CHANNEL PARTNER FROM WHOM LICENSEE PURCHASED THE LICENSE(S) FOR THE PRO
GRAM ("CHANNEL PARTNER") AND LICENSEE WILL RECEIVE A FULL REFUND.
In the event LICENSEE has previously agreed in writing to a software license agr
eement with LICENSOR that governs use of this Program, such software license agr
eement shall (unless the contrary intention is expressed therein) supersede and
replace this License.
1. WARRANTIES AND REMEDIES
(a) The Program is delivered "AS IS". To the extent not prohibited by law, LIC
ENSOR and Channel Partner and their respective affiliates or suppliers DISCLAIM
ANY AND ALL WARRANTIES, CONDITIONS, OR REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL
OR WRITTEN), WITH RESPECT TO THE PROGRAM OR ANY PART THEREOF, INCLUDING BUT NOT
LIMITED TO ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEM
ENT, MERCHANTABILITY, OR FITNESS OR SUITABILITY FOR ANY PURPOSE (whether or not
LICENSOR or the Channel Partner and their respective affiliates and suppliers kn
ows, 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. In addition, LICENSOR and the Channel Partn
er and their respective affiliates and suppliers expressly disclaim any warranty
or representation to any person other than LICENSEE with respect to the Program
or any part thereof.
(b) LICENSOR and the Channel Partner and their respective affiliates and suppli
ers do not warrant the accuracy or the applicability of the results obtained fro
m the use of the Program. No other documents or oral conversations, statements
or representations shall be offered by LICENSEE as evidence to add any warrantie
s guarantees or any representations regarding the use or the results of the use
of the PROGRAM.
(c) For a period of thirty (30) days from date of shipment, if the media on whi
ch the Program was delivered is defective in materials or workmanship, LICENSEE'
s only remedy is to return it to LICENSOR or the Channel Partner with a copy of
the proof of purchase, who will replace it, unless LICENSOR or the Channel Partn
er determines in good faith that the media has been misused or improperly instal
led, repaired, altered or damaged.
(d) If Pennsylvania law is not held to apply to this License for any reason, th
en in jurisdictions where warranties, guaranties, representations, and/or condit

ions of any type may not be disclaimed, any such warranty, guaranty, representat
ion and/or warranty is hereby limited to the period of either (i) 30 days from t
he date of shipment or (ii) the shortest period allowed by law in the applicable
jurisdiction if a 30 day limitation would be unenforceable. In addition, this
warranty and remedies section shall be enforced in part, if only certain parts o
f it are enforceable.
2. LIMITATION OF LIABILITY
(a) SUBJECT TO THE MAXIMUM EXTENT PERMITTED BY LAW, LICENSOR AND THE CHANNEL PAR
TNER SHALL NOT BE LIABLE TO LICENSEE OR ANY OTHER PARTY FOR ANY INDIRECT, SPECIA
L, PUNITIVE, CONSEQUENTIAL, EXEMPLARY OR INCIDENTAL DAMAGES OR LOSSES. Regardle
ss of whether or not the parties have been advised of the likelihood of such dam
ages or losses, said limitation of liability includes but is not limited to lost
profits (whether direct or indirect), revenues, anticipated savings, goodwill,
business opportunities, wasted or lost production and/or management's or employe
es' time, or loss of or corruption of software data, or database configuration,
or use of the Program by LICENSEE, or inability of LICENSEE to use the Program,
or inaccurate output, or LICENSOR's breach of this License whether in contract,
negligence, tort, or under any other theory of liability. In no event shall LICE
NSOR's or the Channel Partner's aggregate liability to LICENSEE exceed the fees
received by LICENSOR or the Channel Partner respectfully.
(b) LICENSEE acknowledges that given all the circumstances, the limits on LICENS
OR's liability are reasonable because of (amongst other matters) the likelihood
that without those limitations the amount of damages awardable to LICENSEE for a
breach by LICENSOR or Channel Partner of this License may be disproportionately
greater than the license fees paid or payable for the Program. LICENSEE acknow
ledges it has taken out adequate insurance to cover its risks under this License
. 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.
(c) Each of LICENSOR's and Channel Partner's employees, agents, and sub-contract
ors may rely upon and enforce the exclusions and restrictions of liability in th
is Section 2 in that person's own name and for that person's own benefit, as if
the words "and their employees, agents, sub-contractors, and suppliers" followed
the words "LICENSOR or the Channel Partner" wherever it appears in this Section
2.
(d) Notwithstanding anything to the contrary in this License, neither party limi
ts its liability (if any) to the other party for any matter which it would be il
legal for that party to exclude or to attempt to exclude its liability, but noth
ing in this clause confers any right or remedy upon the other party to which it
would not otherwise be entitled.
3. GRANT
(a) Subject to LICENSEE s continued compliance with the terms and conditions of t
his License, upon LICENSEE's clicking the "I AGREE" button and upon acceptance b
y LICENSOR, LICENSOR grants to LICENSEE a nonassignable, nonexclusive, nontransf
erable right and license, without the right to grant sublicenses to use the Prog
ram. If LICENSEE has multiple licenses for the Program, then LICENSEE may use a
s many copies of the Program as is authorized by LICENSOR. If the number of con
current users of the Program may exceed the number of applicable licenses, then
LICENSEE must have a mechanism or process in place to ensure that the number of
persons using the Program concurrently does not exceed the number of authorized
licenses. A single use of the Program occurs when the Program, or any portion o
f the Program, is loaded on a computer. A copy of the Program stored on or acce
ssible through a network server for the sole purpose of execution by network com
puters is not deemed to be in use. LICENSEE shall only use the Program for LICE
NSEE's educational use and not for commercial or consulting purposes. LICENSEE
shall not make all or any part of any Program available to any third person, inc
luding without limitation providing data processing services, serving as an appl
ication service provider, or providing batch processing services.

(b) Nothing contained herein shall be deemed to convey to LICENSEE any title, o
wnership, copyright or any other intellectual property rights in or related to t
he Program. LICENSEE shall not permit the use of the Program by persons other t
han its employees.
(c) LICENSEE shall be responsible for installation of the Program. LICENSEE ma
y make copies of the Program only as are necessary for LICENSEE's back-up or arc
hival purposes of such Program. The license granted to LICENSEE by reason of th
is Section 3 applies to all copies of the Program. In no event shall LICENSEE r
emove or modify any copyright notices or other proprietary markings contained wi
thin the Program and shall ensure that such notices are reproduced within all co
pies (whether or not authorized to be made) of the Program.
(d) Except as expressly permitted by this Section 3(d) or as required to be per
mitted by local law, LICENSEE shall not (and shall not attempt to nor allow any
third party to or attempt to) adapt, alter, amend, modify, reverse engineer, dec
ompile, disassemble or decode the whole or any part of the Program or translate
the whole or any part of the Program into another language. To the extent that
local law expressly grants LICENSEE the right to decompile the Program in order
to obtain the information necessary to render the Program interoperable with oth
er computer programs used or to be created by LICENSEE, LICENSOR shall make the
information readily available to LICENSEE and LICENSEE undertakes not to decompi
le (or attempt to do so) the Program without first requesting such information f
rom LICENSOR. LICENSOR shall have the right to impose reasonable conditions (su
ch as the imposition of a reasonable fee) for making the information available.
In order 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 shall be given
by notice to be served in accordance with the terms of this License. LICENSEE
may not develop any application programs using the Program unless otherwise per
mitted in a separate written agreement executed by the parties.
(e) LICENSEE acknowledges that the export, use, transmission or other transfer
of the Program and technical data delivered under this License are governed by t
he laws and regulations of the United States of America and may be subject to ex
port or import regulations in other countries. LICENSEE agrees that it shall no
t use, take, export, transmit or otherwise transfer all or any part of the Progr
am to any other country or entity without LICENSOR's prior written consent, whic
h consent LICENSOR may grant or withhold in its sole discretion. LICENSEE agree
s to the End-Use Certification below. LICENSEE shall not provide to LICENSOR an
y technical data related to defense articles or services, including military, sp
ace, or satellite end-use without LICENSOR s prior written approval.
(f) If applicable, for U.S. Government Users, except as specifically granted by
this License, the use, duplication, or disclosure of the Program by the United
States Government is subject to restrictions stated in this License and FAR 12.2
12 (1995).
4. TERM AND TERMINATION
(a) This License is effective until terminated.
(b) It may be terminated by LICENSEE by destroying the Program and all copies o
f the Program. This License will terminate immediately and automatically if LIC
ENSEE fails to comply with any of the terms and conditions of this License, and
on any such termination LICENSEE shall immediately de-install the Program from t
he computer(s) on which it is installed and destroy the Program, or if requested
by LICENSOR or the Channel Partner, return the Program and all copies to LICENS
OR or the Channel Partner.
(c) Upon termination, any confidential information or material provided to LICE
NSEE in connection with the Program shall be immediately returned to LICENSOR or
the Channel Partner, unless otherwise specified by LICENSOR or the Channel Part
ner.
5. PAYMENT
LICENSEE agrees to pay the license fees for the Program. Payments made by LICEN

SEE under this License shall be paid to the Channel Partner (unless LICENSEE is
otherwise notified in writing by LICENSOR, in which event LICENSEE agrees to mak
e payments as specified by LICENSOR) or LICENSOR. Fees are exclusive of all val
ue added taxes, sales taxes, use taxes, and the like. LICENSEE shall pay all ta
xes associated with the Program, exclusive of any tax based on the income of LIC
ENSOR or the Channel Partner. If claiming a tax exemption, LICENSEE must provid
e a valid tax exemption certificate.
6. CONFIDENTIAL INFORMATION
(a) LICENSEE hereby acknowledges that the Program contains confidential and pro
prietary information including trade secrets of LICENSOR or its affiliates and s
uppliers. LICENSEE shall not disclose the Program to any third parties and will
use the Program only in accordance with the terms of this License.
(b) The obligations of this section shall not extend to any information which:
(i) was lawfully known to LICENSEE prior to receipt from LICENSOR or the Channe
l Partner; or
(ii) enters the public domain in general through no wrongful act or breach of t
his License by LICENSEE; or
(iii) is received by LICENSEE from a third party having a legal right to disclo
se such information.
(c)
LICENSEE has the burden of proving the exceptions in 6(b) above.
7. MISCELLANEOUS
(a) All notices required in this License shall be given in writing to all parti
es and delivered by registered airmail, international air courier, facsimile, or
the equivalent. Notices shall be effective when received as indicated on the f
acsimile, registered mail or other mutually agreeable delivery receipt. All noti
ces will be given by one party to the other at its address provided, unless a ch
ange thereof previously has been given to the party giving the notice.
(b) LICENSEE shall not assign this License to any third party by operation of l
aw, or in bankruptcy, or otherwise without prior written consent of LICENSOR. T
his License shall be binding upon and inure to the benefit of the parties hereto
and their respective successors, permitted assigns and transferees.
(c) The provisions of this License, except for the grant of the License in Sect
ion3(a), shall survive termination of this License.
(d) The rights and obligations of the parties hereto shall be governed by and m
ust be construed in accordance with the substantive law of the Commonwealth of P
ennsylvania, excluding the United Nations Convention on the International Sale o
f Goods and choice of law provisions.
(e) All disputes arising out of or relating to this License, or the breach the
reof, shall be settled, if possible, by friendly negotiation of the parties. If
, in the sole judgment of either party, settlement cannot be reached by negotiat
ion as described above, then the dispute shall be submitted to and finally settl
ed under the Rules of Arbitration of the International Chamber of Commerce by on
e or more arbitrators appointed in accordance with the Rules of Conciliation and
Arbitration of the International Chamber of Commerce. The venue and place of a
rbitration shall be in Pittsburgh, Pennsylvania. Each party hereto agrees to be
bound by any final arbitration determination and such final determination will
not be appealable. Licensor may immediately commence proceedings in any court o
f competent jurisdiction for protection of its confidential information or colle
ction of payments. The arbitrator will not be permitted to award punitive damage
s against either party in any arbitration proceedings and the limitation of liab
ility in Section 2 of this License shall apply to the final award. Any failure
of any party to enforce any of the provisions of this License will not be constr
ued as a waiver of such right of the party thereafter to enforce each and every
such provision.
(f) If any provision of this License shall be invalid, such provision shall be
ineffective only to the extent of such invalidity without invalidating the remai
nder of this License.
(g) Any failure of any party to enforce any of the provisions of this License w

ill not be construed as a waiver of such right of the party thereafter to enforc
e each and every such provision.
(h) This License constitutes the complete and exclusive statement of the agreem
ent between the parties and supersedes all proposals, oral or written, and all o
ther communications between the parties relating to the subject matter of this L
icense. Except as specifically provided herein, this License may be modified on
ly by a written amendment executed by duly authorized officers or representative
s of LICENSOR and LICENSEE. No purchase order or any other standardized busines
s forms issued by LICENSEE, and even if such purchase order or other standardize
d business form provides that it takes precedence over any other agreement betwe
en the parties, shall be effective to contradict, modify, or delete from the ter
ms of this License in any manner whatsoever. Any acknowledgment, written or ora
l, of any such purchase order or standardized business form is not recognized as
a subsequent writing and will not act as acceptance of such terms.
END-USE CERTIFICATION
Intending to be legally bound, LICENSEE certifies that any ANSYS, Inc. (includin
g its affiliates and suppliers) Program and technical data delivered under this
License will not be destined for the following end-uses, now or in the future as
dictated by United States export laws. The Program and technical data delivere
d under this License:
A. Will not be used, sold, resold, delivered or transferred, directly or indire
ctly contrary to U.S. export control regulations.
B. Will not be used in the design, development, production, stockpiling, or use
of chemical or biological weapons and their precursors.
C. Will not be used in the design, development, production, stockpiling, or use
of missiles, rocket systems (including but not limited to ballistic missile sys
tems, space launch vehicles, and sounding rockets), and unmanned air vehicle sys
tems (including but not limited to cruise missile systems, target drones, and re
connaissance drones). [Reference Export Administration Regulations (EAR) part 7
44.]
D. Will not be used in or for any nuclear end-use or activity; the term "nuclea
r end-use or activity" is defined as:
1. Nuclear explosive activities. Nuclear explosive activities, including resea
rch on or development, design, manufacture, construction, testing or maintenance
of any nuclear explosive device or components or subsystems of such a device;
2. Unsafeguarded nuclear activities. Activities including research on, or deve
lopment, design manufacture, construction, operation, or maintenance of any nucl
ear reactor, critical facility, facility for the fabrication of nuclear fuel, fa
cility for the conversion of nuclear material from one chemical form to another,
or separate storage installation, where there is no obligation to accept Intern
ational Atomic Energy Agency (IAEA) safeguards at the relevant facility or insta
llation when it contains any source or special fissionable material (regardless
of whether or not it contains such material at the time of export), or where any
such obligation is not met; or
3. Safeguarded and unsafeguarded nuclear activities. Safeguarded and unsafegua
rded nuclear fuel cycle activities, including research on or development, design
, manufacture, construction, operation or maintenance of any of the following fa
cilities, or components for such facilities: (i) Facilities for the chemical pr
ocessing of irradiated special nuclear or source material; (ii) Facilities for t
he production of heavy water; (iii) Facilities for the separation of isotopes of
source and special nuclear material; or (iv) Facilities for the fabrication of
nuclear reactor fuel containing plutonium.
E. Will not be used in the design, development, production, construction, suppo

rt, or maintenance of a maritime nuclear propulsion project; including any machi

nery, devices, components or equipment specifically developed or designed for us
e in such plants or facilities.
F. Will not be used in crime control and detection commodities and end-uses.
G. Will not be imported or re-exported to destinations embargoed by the U.S. go
vernment.
H. Will not be imported or re-exported to entities listed on U.S. government de
nial lists: U.S. Department of Commerce Denied Persons List, State Department D
ebarment List, State Department Parties of Proliferation Concern, or Treasury De
partment Specially Designated Nationals List*.
I. Will not be imported or re-exported for use by the end-users listed on the U
nverified List, or the "Entity List,"* Supplement No. 4, Part 744 of the EAR, wi
thout prior approval from the U.S. Department of Commerce.
J. Will not be imported or re-exported for use by or for persons who commit, th
reaten to commit, or support terrorism. The term "terrorism" means an activity
that:
(i) involves a violent act or an act dangerous to human life, property, or infr
astructure; and
(ii) appears to be intended:
(a) to intimidate or coerce a civilian population;
(b) to influence the policy of a government by intimidation or coercion
; or
(c) to affect the conduct of a government by mass destruction, assassin
ation, kidnapping, or hostage-taking.
K. For any Licensee located in Iraq, the following additional requirements appl
y.
The Program and technical data delivered under this License:
(1) Will not be used in the design, development, production, stockpiling, suppo
rt, or use of military, satellite, or space items as described on the U.S. Munit
ions List (www.pmdtc.org) or the Wassenaar Arrangement Munitions List (WAML) (ww
w.wassenaar.org).
(2) Will not be used in the design, development, production, stockpiling, suppo
rt, or use of arms and related material.
(3) Will not be transferred or assigned, including but not limited to persons o
r entities designated in or pursuant to Executive Order 13315.
L. ANSYS may request the end-use to be provided.
*These lists are available from ANSYS, Inc. at fax #724.514.9490 and the followi
ng U.S. government websites:
Bureau of Industry & Security, U.S. Dept. of Commerce: www.bis.doc.gov
Office of Foreign Assets Control, U.S. Dept. of Treasury: www.treas.gov/ofac
Office of Defense Trade Controls, U.S. Dept. of State: www.pmdtc.org
Rev. ED 8/24/05