# End-User License Agreement

By installing this Software You confirm that You are the Authorized User, and
that You have read and accept the terms and conditions of this End-User License
Agreement (**"Agreement"**).

BY CLICKING ON THE "AGREE" BUTTON AND/OR BY USING THIS SOFTWARE, YOU CONFIRM,
THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO AND UNDERTAKE TO OBSERVE THE TERMS
AND CONDITIONS OF THIS AGREEMENT. IF YOU ARE NOT THE AUTHORIZED USER AND/OR DO
NOT AGREE WITH THIS AGREEMENT, PLEASE CEASE INSTALLATION AND DO NOT USE THE
SOFTWARE. FOR A FULL REFUND, YOU SHOULD IMMEDIATELY RETURN THE SOFTWARE TOGETHER
WITH THE PURCHASE CONFIRMATION DOCUMENTS TO THE COMPANY OR TO THE AUTHORIZED
DEALER FROM WHOM YOU HAVE PURCHASED THE SOFTWARE LICENSE.


## 1. Definitions

**"You"** and **"Yours"** in all forms refers to the purchaser of Software
indicated in Purchase Confirmation Documents in accordance with this Agreement
and may refer to either an individual or a legal entity of any organizational
form.

**"Company"** (or **"Licensor"**) refers to "pSeven SAS" (SIREN 821900115),
incorporated and acting in accordance with the legislation of France,
registered and located at 42 AV DU GENERAL DE CROUTTE 31100 TOULOUSE, and its
affiliated companies.

**"Authorized Dealer"** refers to a third party which has been authorized by
the Company to distribute Software in any way allowed by applicable legislation,
sublicensing inclusive.

**"Authorized User"** means (i) You, if You are a natural person who has
purchased License for Your personal needs not related with business activities
(**"Individual User"**), (ii) Your employees, if the License is purchased by
a legal entity or individual entrepreneur ("**Corporate User**"), including
employees of Your divisions which are not legal entities, but excluding
employees of other legal entities or individual entrepreneurs (including
employees of any affiliated legal entity or legal entity which is part of
the group of affiliated legal entities); and Your consultants, agents and
contractors working on the territory of Your enterprise, provided that they
are not competitors of the Company and agreed in writing with the terms and
conditions of Software use and confidentiality. At that, confidentiality
obligations should be no less strict than those provided for by this Agreement.

**"Documentation"** refers to materials and documents, manual and technical
specifications inclusive, that are provided by the Company for purposes of
the Software use.

**"Computer Identifier"** refers to a unique computer identifier or any other
information required by the Company for License Key creation purposes.

**"License Key"** refers to a unique file created on the basis of Computer
Identifier submitted by You, to ensure access of Authorized Users to the
Software modules in respect of which the License was obtained, as well as
to limit the possibility of simultaneous access to the relevant Software
modules to the number of Authorized Users that conforms to the type of the
License granted.

**"License"** refers to the right to use the Software provided under License
or Sublicense Agreement pursuant to Paragraph 2.1 hereof.

**"Purchase Confirmation Documents"** refers to invoice, deed of acceptance or
any other documents confirming purchase and payment that may be drawn up by
the Company or Authorized Dealer in electronic or written form. Purchase
Confirmation Documents are an integral part of the License.

**"Software"** refers to the software, exclusive rights to which belong to
the Company, and which is listed in specification provided in Exhibit 1 hereto,
as well as in Purchase Confirmation Documents.

**"Taxes"** means all federal, state, local and other taxes, including sales
tax, use and property taxes related to this Agreement, Your use of the Software
or any services provided to You and related to the Software, excluding taxes
to be paid due to the Company net income.

**"Territory"** refers to the territory of countries that are covered by
the License. The list of such countries is provided in Purchase Confirmation
Documents.

**"Type of License"** refers to the type of license granted to You and
indicated in Purchase Confirmation Documents and in Section 5 hereof,
including limitations of the number of Authorized Users indicated there.


## 2. The License and the Agreement

2.1. The right to use the Software is provided to You under:

-   license contract between You (Individual User or Corporate User) and the
    Company, which consists of the Agreement and Purchase Confirmation
    Documents (**"License Agreement"**), or
-   sublicense agreement between You and the Authorized Dealer
    (**"Sublicense Agreement"**).

2.2. This Agreement contains terms and conditions of the Software use specified
by the Company as a Software right holder and shall be binding upon both
Authorized Users and Authorized Dealers, irrespective of whether the Agreement
is a part of the License Agreement or is included in the text of or as a
reference to in the Sublicense Agreement. In the case of any discrepancy between
the Agreement and the Sublicense Agreement, the terms and conditions of the
Agreement shall prevail, unless otherwise expressly provided for by Purchase
Confirmation Documents.

2.3. The Company shall have the right to amend the content of this Agreement
at any time and notify You thereof by publishing the updated version of the
Agreement on the website https://www.pseven.io/permalink/pseven-eula. You accept
and undertake to observe the terms and conditions of the amended Agreement if
You continue using the Software after publication of the amendments thereto on
the website indicated in this paragraph above. If You do not agree with the
terms and conditions of the amended Agreement, You should immediately remove
the Software from all media and refer to the Company or Authorized Dealer for
the refund of fees paid for the provided rights for the remaining time period.


## 3. Rights to the Software and Documentation

3.1. You acknowledge that the Company owns all proprietary rights to the
Software, including, but not limited to, all patent rights, copyrights, rights
to trade secret, trade name, names, software keys, audio-, sound- and visual
effects, themes, characters, character names, stories, dialogs, artworks,
graphics, musical works, moral rights of the author, both registered and
unregistered, and other proprietary rights, in and to the Software and any
corrections, bug fixes, enhancements, updates or other modifications, including
custom modifications in accordance with Your individual requirements. Exclusive
rights to the Software and Documentation (as an object of copyright) shall
belong to the Company. Software and Documentation may contain some parts
belonging to third parties that have entered into license agreements for the
use of these parts as part of the Software and/or Documentation.

3.2. The Software and Documentation are protected by the applicable national
legislation, copyright laws and international agreements on intellectual
property. Rights to this Software and to any of its copies, as well as all
intellectual property rights to the Software, in any case shall at all times
remain with the Company or with the relevant third parties.


## 4. Grant of License

4.1. The License is granted to You as a simple (non-exclusive), nontransferable
(except as may be required by the applicable law) license for the Software with
the right to allow Authorized Users to use the Software in the Territory in
accordance with the Agreement and Documentation. This License is granted to You
without the right to sublicense and without the right to assign Your rights and
obligations under the Agreement to any third parties.

4.2. This Agreement shall cover only the Software and does not grant a license
to any other intellectual property of the Company or its suppliers and
contractors, including inventions, utility models, industrial designs, know-how,
company names and trademarks.

4.3. If there is a possibility that the number of Authorized Users of the
Software may exceed the number provided for by the license, You should implement
the mechanism or process which would guarantee that the number of Authorized
Users of this Software does not exceed the number allowed by the license
purchased by You. The Software is considered used by one user each time when
it or any of its parts is loaded into the memory of PC. The Software is not
considered used by one user for the purposes of this Section, if an original
or a copy of the Software is kept on a server or is available through a server
with the only purpose of use by network computers.

4.4. The Company shall have the right to integrate means of protection into
the Software that are aimed to confirm Your use of the Software in accordance
with this Agreement. Such means of protection may process data on the use of
the Software by Authorized Users, record the number of copies of the Software,
as well as transfer received data to the Company through any available means
of communication.

4.5. The Company shall retain the right to use license management software
and/or License Keys to exercise control of Your use of the Software. You shall
not have the right to undertake any steps aimed against the use by the Company
of the abovementioned means of protection and control. Use of the Software
without the License Key provided by the Company after the payment of license
fee thereunder is prohibited and shall be regarded as violation of intellectual
property rights and prosecuted in accordance with the applicable legislation,
up to the imposition of criminal liability.

4.6. If the Software is purchased for upgrade purposes or is provided by the
Company as an upgrade of the previous version of the Software, such Software
may be used solely as a substitution for the previous version and cannot be
used separately from or simultaneously with previous versions of the Software.

4.7. The Company shall have the right to correct errors and make amendments to
the Software, including changes in its functionality, issue upgrades and new
versions without Your preliminary notification. New versions issued by the
Company may contain correction of errors and/or new or improved set of
functions. A new version may be a "correcting release" marked by change of the
first right digit in the release number (e.g. from V1.0.0 to V1.0.1), "minor
release" marked by the change of the second right digit in the release number
(e.g. from V1.0.0 to V1.1.0), or "major release" marked by the change of the
first left digit in the release number (e.g. from V1.0.0 to V2.0.0). "Major
release" here and later on shall be referred to as "Main Release", while
"correcting release" and "minor release" here and later on shall be referred to
as "Updated Version". Updated Version may contain corrections of known errors
and minor functionality changes. Main Release is a new version of the Software
containing fundamentally new or improved set of functions. You shall have the
right to receive Updated Versions and Main Releases of the Software provided
that You have paid the maintenance fee according to Paragraph 6.2. This right
shall not cover releases, modules, options, future products or improved
functionality or work characteristics of the Software created by the Company
as individual products for an individual client, as well as licenses offered
not as an upgrade within the Software maintenance provided to clients, as a
separate product.

4.8. You shall have the right to create and store one backup copy of the
Software. You shall keep and accurately reproduce all notifications of
intellectual property rights on all originals and copies of the Software.
All exclusive rights to originals and copies of the Software shall belong to
the Company, and any use thereof shall be governed by this Agreement.

4.9. You shall not have the right to publish or transfer the Software or
License Key to any third parties. After installation and successful launch of
a new version of the Software, the previous version of the Software in Your
possession (including any backup copies) should be removed from all media
within ten (10) calendar days without any possibility of recovery.

4.10. You shall keep record of the Software licensed under the License,
locations of all the originals and copies and identifying features of
working places and servers on which the Software is installed.

4.11. The Company and/or Authorized Dealer shall have the right to conduct
audit to check Your observance of the Agreement during working hours and with
preliminary notification. You shall not interfere with such an audit and shall
provide the Company or its authorized representative with access to premises,
working places, computers, servers, and documents. At that, the Company shall
have the right to determine the list of authorized persons at its discretion
and to notify You thereof in any way, including notifications via e-mail.


## 5. Types of Licenses

5.1. Below You shall find possible types of Software licenses which may be
granted to You under the License. Type of license shall be indicated in
Purchase Confirmation Documents and, except for special types of licenses,
shall be determined by sum of the following conditions:

-   Type of license depending on the period of use;
-   Type of license depending on the way of binding.

5.2. Types of licenses depending on the period of use:

5.2.1. **"Perpetual"** license shall be granted for an unlimited time
period which does not exceed the period of validity of exclusive rights to
the Software.

5.2.2. **"One-year Subscription"** license is limited by one year from the
date of Your receipt of the License Key. Upon expiration of the mentioned time
period, the validity term of One-Year Subscription license may be repeatedly
extended for the next year upon agreement of the parties. One-year Subscription
license may be by no means exchanged for Perpetual license. The Company shall
have the right to cease granting one-year subscription licenses with respect
to some of its products.

5.3. Types of licenses depending on the way of binding:

5.3.1. **"Node-locked"** license shall mean that the use of the Software will be
restricted to a single workstation specified by You and indicated in Purchase
Confirmation Documents. This type of license shall be accompanied by provision
of License Key for the mentioned workstation to ensure that established
limitations are observed.

5.3.2. **"Floating"** license means that access to the Software at any given
moment will be limited to the maximum number of concurrent users indicated in
Purchase Confirmation Documents and for whom licenses have been validly acquired
under this Agreement. This type of license is accompanied by provision of
License Key for a server of license keys provided together with the Software.

5.4. Special types of licenses:

5.4.1. **"Academic Educational"** license is provided for the use of the
Software by educational institutions solely for educational purposes, without
making profit, provided that limitations established in Section 8 of this
Agreement are observed.

5.4.2. **"Academic Research"** license is provided for the use of the Software
by educational institutions for the sole purpose of conducting research for
dissertation and theses, without making profit, provided that limitations
established by Section 8 are observed.

5.4.3. **"Student"** license is granted to Individual Users only and requires
You to be a student of an educational institution and to use the Software with
observance of limitations established by Section 9 of this Agreement.

5.4.4. **"Trial"** license is limited by the time period of ninety (90) calendar
days and is provided for the limited use of the Software solely for the purposes
of its testing, provided that limitations established by Section 10 of this
Agreement are observed.


## 6. License Fee and Technical Maintenance Fee

6.1. License Fee.

6.1.1. Unless otherwise directly indicated in Purchase Confirmation Documents,
the License is granted to You on an indemnity basis. The amount and procedure
of license fee payment shall be indicated in the invoice being part of Purchase
Confirmation Documents, which are an integral part of the License.

6.2. Technical Maintenance Fee.

6.2.1. The Company shall not charge You any Technical Maintenance Fee within
the first year from the Software use according to Section 12.

6.2.2. You agree that if You suspend and then resume purchase of the standard
technical maintenance services, You shall be obliged to fully compensate the
Company for the technical maintenance services within the entire suspension
period, as well as to pay for the technical maintenance services for the period
of their resumed provision.

6.2.3. You undertake to pay the Company for Charged for Enhancements, Custom
Programming Services, On-Site Technical Support and Training in the amount and
pursuant to the terms and conditions set forth in the separate agreements for
such services rendering.

6.2.4. Payment Terms.

6.2.4.1. Fee Amount. You shall pay the Company for the technical maintenance in
the amount set forth in Purchase Confirmation Documents, as well as Taxes due
to standard technical maintenance services rendered by the Company hereunder,
in the amount specified in the invoice for the services and in compliance with
the terms and conditions provided in this Section hereof.

6.2.4.2. Payment procedure. You undertake to pay the fee for the technical
maintenance to the Company no later than the technical maintenance fee due
date set forth in Purchase Confirmation Documents. You shall pay all other
amounts due to the Company for services hereunder in accordance with the
payment schedule set forth in the invoice for the services.

6.2.4.3. Initial and Renewal Fees. Purchase of Software maintenance services
will be subject to the purchase of such services for all Software modules
supported by the Company. The fees for the Software maintenance services will
be set forth in the quotation of the Company for such services. For each of
the first two renewal terms following the initial term, the Company may adjust
the Software maintenance fees provided that: (i) the Company provides a written
notice to You at least 60 days prior to the end of the current term, (ii) the
fee adjustment becomes effective upon expiration of the current term, and (iii)
the percentage of the fee adjustment does not exceed a cap of three percent (3%)
per year. Following the first two renewal terms, the Company's ability to
increase maintenance fees shall not be subject to the cap requirements;
provided, however, that the Company provides a written notice to You at least
60 days prior to the end of the current term.

If You purchase additional Software licenses during the term of this Agreement,
the Company reserves the right to adjust the annual maintenance term and pro
rate the annual maintenance fees for such add-on Software to be coterminous
with the initial Software maintenance term and billing cycle.


## 7. Your Responsibilities

7.1. Confidentiality.

7.1.1. You undertake to use the Software solely for Your own needs with the
purpose of processing Your own data and have no right to render services and
process data for any third parties, except where Your main business is the
development and provision of computer mathematic models and product designs.

7.1.2. You shall not have the right to reverse engineer or conduct analysis
of the Software for purposes of development or creation of software or any
other product competing with the Company products. Any testing, comparison,
benchmarking, or analysis of the Software unrelated to its installation,
elimination of errors or usual use for intended purposes shall be conducted
only with the preliminary written consent of the Company. Any results of
testing, comparison, benchmarking, or analysis cannot be published or
transferred to any third parties without a preliminary written consent
of the Company.

7.2. Remarketing of Software.

7.2.1. You shall not have the right: (i) to demonstrate the Software and
transfer information thereof to any person who is not an Authorized User,
to provide access to the Software or the right of its use to any person who
is not an Authorized User, (ii) to allow temporary use or publishing of
the Software to any third parties, to transfer to any third party the right
to use the Software (through sale, exchange, as a gift, by law or on any other
grounds), fully and partially, *inter alia* by means of sublicensing which is
allowed to Authorized Dealers only; and (iii) to use the Software for rendering
services to third parties.

7.3. Assignment of Rights.

7.3.1. You shall have no right to fully or partially encumber, assign or in any
other way alienate or transfer any rights and obligations under this Agreement
to any third party without the preliminary written consent of the Company.

7.4. Reverse Engineering or Modification of the Software.

7.4.1. You shall have no right to introduce any changes to the Software or
source code of the Software. You shall have no right to amend the Software or
any part thereof, including extraction of its source code, decompiling,
translation, processing, disassembling or any other efforts aimed at
identification of the source code of the Software. You shall have no right
to modify in any other way, change, adapt, publish or merge the Software.

7.4.2. Any of Your actions with the Software, which are not directly allowed
by this Agreement or applicable legislation, shall be conducted only with the
preliminary written consent of the Company.

7.5. Ways of the Software Use.

7.5.1. You shall have the right to use the Software for Your own needs only,
*inter alia* to reproduce the Software by uploading one original of the
Software, as well as by making one backup copy. Any use of the Software under
this Agreement is limited by the following purposes:

-   Automation of engineering processes;
-   Automation of data processing;
-   Predictive modelling;
-   Multidisciplinary design optimization.

You shall have no right to use the Software by ways which are not directly
provided for by the Agreement or beyond the purposes indicated in this
Agreement.

7.6. Use outside the Territory.

7.6.1. You shall not have the right to use the Software, including preparation
for use, uploading, storage or import of originals or copies of Software
outside the Territory indicated in Purchase Confirmation Documents.

7.7. Computer Identifier.

7.7.1. You shall undertake to provide the Company with Computer Identifier to
make it possible for the Company to generate the License Key.

7.8. Third party suppliers.

7.8.1. You undertake to comply with provisions contained in this Agreement and
agree that the Company, as well as the third parties which products are used
in the Software shall have the right to enforce the fulfillment of the terms
and conditions of this Agreement from You and from any Authorized User, if the
respective claim is relevant to their product.

7.9. Export.

7.9.1. The Company shall have the right to terminate this Agreement at any
time, should it violate the rules of applicable legislation or international
law pertaining to export control or state secret. You shall have no right to
use the Software, as well as to conduct any other actions with the Software for
the development and manufacture of chemical, nuclear, biological and any other
weapons prohibited by international agreements and/or applicable legislation.

7.10. Installation.

7.10.1. You undertake to install all necessary updates for the purposes of
substantial defects elimination, minor bug fixing and Software updating,
including any enhancements of the Software in accordance with instructions of
the Company and in order of their receipt from the Company.

7.11. Access to Facilities and Personnel.

7.11.1. You shall provide the Company with access to Your facilities and
personnel concerned with the operation of the Software to enable the Company
to provide services.

7.12. No Modification of the Software.

7.12.1. You undertake not to modify, enhance or otherwise alter the Software,
unless and only to the extent specifically authorized in the Documentation or
the prior written consent of the Company is obtained.

7.13. Errors Documentation.

7.13.1. Upon detection of any error in the Software You, as requested by the
Company, shall provide the Company with a list of output and any other data,
including databases and backup systems, which may be reasonably requested by
the Company in order to reproduce operating conditions similar to those present
when the error occurred.


## 8. Special Terms Applicable to Academic Educational and Academic Research Licenses

If the Software is provided on the basis of Academic Educational or Academic
Research licenses, in addition to other terms and conditions of this Agreement
the following terms and conditions shall apply:

8.1. You shall not have the right to use the Software: (i) for the purposes of
any education or consulting if such education or consulting is conducted outside
the frameworks of educational or research programs indicated by You in Purchase
Confirmation Documents; (ii) for the purposes of education or training of third
parties who are Company Software licensees; (iii) for purposes of deriving
profit including but not limited to commercial processing of information of
any third parties, affiliates inclusive; and (iv) for the development of
software for sale and licensing purposes.

8.2. Professors, graduate and undergraduate students who are directly related
to teaching, education, educational programs, as well as research work conducted
within Your educational program, shall be considered Authorized Users of the
Software under Academic Educational and Academic Research licenses.

8.3. The Software should be used for a standard educational program in the
course of regular classes held at least annually. You should obtain a
preliminary written approval from the Company with respect to all documents
You plan to publish, if such documents pertain to capabilities, functionality
and/or methodology of the Software.


## 9. Special Terms Applicable to Student Licenses

If the Software is provided on the basis of a Student license, in addition to
other terms and conditions of this Agreement the following terms and conditions
shall apply:

9.1. Use of the Software under Student license is limited by purposes which are
directly linked to education of an Individual User in an educational institution
within the relevant educational program.


## 10. Special Terms Applicable to Trial License

If the Software is provided on the basis of Trial license, in addition to other
terms and conditions of this Agreement the following terms and conditions shall
apply:

10.1. The Software is provided in a trial mode solely for the purposes of
testing of its capabilities and functionality. The Software should not be used
for commercial, professional or industrial purposes, for the purposes of paid
education or consultations, as well as for other purposes which are associated
with deriving of profit, testing, analysis and evaluation inclusive.

10.2. The term of validity of Trial license shall be sixty (60) calendar days
from the moment the License Key is received by the User.


## 11. Term and Termination

11.1. All licenses for the Software (One-Year Subscription and Trial exclusive)
come into force at the moment of receipt of the License Key by You, and, unless
otherwise directly indicated in Purchase Confirmation Documents, shall be
considered perpetual and granted for the whole period of validity of exclusive
rights to the Software.

11.2. The Company shall not be held responsible, if the Authorized User fails
to duly activate the License Key or obtain the License Key for any reason that
does not depend on the Company. You agree that any period of non-use of the
License Key or the Software for any reason shall not be grounds for extension
of the validity period for the Software license granted to You.

11.3. If You violate any of the provisions of the Agreement, the Company shall
have the right at any time and at its own discretion unilaterally early and
extra judicially terminate this Agreement by sending You a written notification.
All license rights specified in the Agreement in relation to the Software shall
discontinue should You receive a notification of termination of this Agreement.

11.4. Within ten (10) days after termination of the Agreement for any reason,
You undertake to destroy all originals and copies of the Software at Your own
expense and confirm this in writing to the Company.


## 12. Technical Maintenance

12.1. Within the term of license validity set forth in Paragraph 11.1 of the
Agreement the Company undertakes to transfer, for remuneration specified in
Paragraph 6.2 hereof, to You all necessary rights on the Software updates and
supplements. The Company shall transfer to You the rights to use the Software
from the moment of actual provision to You the ability to download the Software
updated versions from the Company web site located at the following address:
https://www.pseven.io/permalink/download.

12.2. During the term of license validity set forth in Paragraph 11.1 of the
Agreement the Company undertakes to provide You with the following ancillary
services related to the Software: annual technical maintenance, enhancement in
compliance with Your individual requirements, on site technical support, and
training services, as set forth in Paragraphs 12.6 - 12.10 hereof.

12.3. In compliance with the terms and conditions hereof, the Company shall
grant You a non-exclusive and non-transferable license for the access to and
use of the Software updates and supplements. Such license shall be issued for
the validity term of the Agreement.

12.4. Under the terms and conditions of the Agreement, the Company may update
or supplement the Software, for which You hold the license. In this case You
may use such updates or supplements with the Software, subject to compliance
with any additional terms that accompany the respective update or supplement,
as set forth in the Agreement.

12.5. The license covers the use of the Software updates and supplements solely
for the purposes of the Software use and use of the updates and supplements
solely with the Software. You agree and acknowledge that any use of the Software
and/or its updates and supplements, which is not expressly permitted by this
Agreement, is prohibited.

12.6. Annual Technical Maintenance.

12.6.1. During the term of license validity set forth in Paragraph 11.1 of the
Agreement, the Company undertakes to provide You with the following standard
ancillary services related to the Software technical support maintenance:

-   *Error corrections.* An Error means the failure of the Software to conform
    substantially to the Documentation ("Error"). You may report any suspected
    Error to the Company or the applicable Authorized Dealer and, upon the
    Company request, You shall provide the Company with a detailed, written
    description and documentation of the suspected Error. The Company will
    investigate the facts and circumstances related thereto and You shall
    cooperate with the Company investigation. If the Company finds that the
    Software contains an Error, it will use all commercially reasonable efforts
    to correct the Error. An Error correction may consist of a separate patch,
    a workaround or it may be included in a future release of the Software,
    at the discretion of the Company;
-   *Periodic updates of the Software* that may provide for (A) elimination
    of any Errors, (B) fixes of any minor bugs, and (C) at the sole discretion
    of the Company, enhancements to the Software as defined in Paragraph 4.7
    of the Agreement;
-   *Prompt technical support* in English via e-mail support@pseven.io, via
    telephone +33 5 82-95-70-12, between 9:00 a.m. and 6:00 p.m. CET, Monday
    through Friday, excluding official French holidays, in order to assist You
    to use the Software.

    Prompt technical support does not include answering the questions not
    related to the Software, such as general questions about data analysis
    and optimization tasks, answering questions about the Software internal
    functions, helping with the product design and rendering engineering
    services.

12.6.2. For the avoidance of doubt, the parties agree and acknowledge that the
standard technical maintenance services shall not include:

-   services related to the Software enhancements according to Your needs;
-   programming services according to Your individual requirements;
-   on-site technical support;
-   training services;
-   supply of the hardware and Software instances;
-   any and all other services not explicitly mentioned in Paragraph 12.6.1
    hereof.

12.6.3. All services indicated in Paragraph 12.6.2 hereof may be rendered
to You by the Company. Terms and conditions of such additional services shall
be agreed by the parties in separate agreements.

12.7. Charged For Enhancements.

12.7.1. From time to time, at the Company sole discretion, the Company may
render to You services related to the paid-for Software enhancement. You may
purchase such services from the Company on the basis of additional license,
subject to the payment of the license fee established by the Company.

12.8. Custom Programming Services according to Your individual requirements.

12.8.1. The Company undertakes to provide You with the services related to
programming in accordance with Your individual requirements, as agreed by the
parties in separate agreements that specify the services related to programming
in accordance with Your individual requirements to be provided by the Company
and the fee to be paid for such services. The services related to programming
in accordance with Your individual requirements shall include, but are not
limited to, development of custom computer programs and their installation,
training and technical maintenance with respect to such computer programs.

12.9. On-Site Technical Support.

12.9.1. The Company, upon receipt of Your written request and within a mutually
agreed time period, shall provide You with on-site technical support. You agree
to reimburse to the Company all expenses associated with the provision of
on-site technical support in the amount and pursuant to the terms and conditions
set forth in the separate agreements for such services rendering, including,
but not limited to, expenses related to (i) services of the Company personnel,
(ii) payment of business trip, accommodation and other expenses, and (iii) Taxes
pursuant to Paragraph 6.2 hereof.

12.10. Training.

12.10.1. Upon receipt of a written request from You and within the time period
mutually agreed by the parties, the Company undertakes to provide the training
services at the Company office, unless the the Company assumed obligation to
render the training services elsewhere. You agree to reimburse to the Company
all expenses associated with the provision of training services, including, but
not limited to, expenses related to (i) services of the Company personnel, which
may include a surcharge for training conducted at Your location, (ii) payment
of business trip, accommodation and other expenses, and (iii) Taxes pursuant
to Paragraph 6.2 hereof.


## 13. Warranties

13.1. The Company guarantees that within the Warranty Period (as defined below)
the Software will have all the characteristics and functions indicated in
Documentation.

**"Warranty Period"** shall be ninety (90) days from the day You receive the
License Key.

13.2. Should You turn to the Company within the Warranty Period, the former
shall undertake one of the following actions at its sole discretion:
(i) eliminates the error, or (ii) finds a working solution allowing to bypass
the error, or (iii) reimburses the fee paid for the License.

13.3. THE COMPANY MAKES NO OTHER WARRANTIES, AND NO WARRANTY IS GIVEN THAT THE
SOFTWARE IS ERROR-FREE OR THAT ITS USE WILL BE UNINTERRUPTED OR THAT IT WILL
WORK IN CONNECTION WITH ANY OTHER SOFTWARE. YOU DO NOT RECEIVE ANY WARRANTIES
WITH RESPECT TO THE SOFTWARE. ANY DECLARATIONS, ASSURANCES AND WARRANTIES WITH
RESPECT TO THE SOFTWARE OR ITS FUNCTIONS CONTAINED IN DOCUMENTATION OR ANY
CORRESPONDENCE WITH AUTHORIZED USER ARE TECHNICAL INFORMATION, NOT A DIRECT
WARRANTY OR UNDERTAKING. BESIDES, THE COMPANY EXPLICITLY REFUSES TO ACKNOWLEDGE
ANY OTHER WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF EXISTENCE OF ANY
CHARACTERISTICS, SUITABILITY FOR ANY PURPOSES OR NON-VIOLATION OF INTELLECTUAL
PROPERTY RIGHTS OF THIRD PARTIES. THE COMPANY DOES NOT GUARANTEE SMOOTH AND
ERROR-FREE WORK OF THE SOFTWARE. BY USING THE SOFTWARE YOU ACKNOWLEDGE THAT
DATA USED FOR THE SOFTWARE MAY BE LOST OR DELETED *INTER ALIA* BY MISTAKE OF
AUTHORIZED USER OR DUE TO USE OF MALWARE.

13.4. Any Company warranties have no legal force if defects or errors in
Software directly or indirectly resulted from unauthorized changes, attempt
to eliminate error inclusive, or from violation of terms and conditions of
Software use, including but not limited to use of Software with disregard of
technical conditions and system requirements indicated in Documentation.

13.5. Authorized Dealers are not entitled to make amendments, clarifications
or additions to the Company warranties and Warranty Period provisions indicated
in this Agreement.

13.6. The Company does not bear responsibility for any results obtained with
use of the Software. You are responsible for supervision, management and control
of the Software. This responsibility provides for *inter alia* choice of the
way of the Software use, as well as choice of the Software and other programs
and technical means needed to achieve the intended result. The entire risk of
satisfactory quality and performance resides with You. the Company does not
make, and hereby disclaim, any and all express, implied or statutory warranties,
including implied warranties of condition, uninterrupted use, accuracy of data,
merchantability, satisfactory quality, fitness for a particular purpose, and
warranties (if any) arising from a course of dealing, usage, or trade practice.
The Company does not warrant against interference with Your enjoyment of the
Software and/or any updates and/or supplements to the Software; that the
Software and/or any updates and/or supplements to the Software and/or the
services mentioned in this Agreement will meet Your requirements; that operation
of the Software and/or any of the updates and/or supplements to the Software
and/or the services mentioned in this Agreement will be uninterrupted or
error-free, or that the Software and/or any updates and/or supplements to the
Software and/or the services mentioned in this Agreement will interoperate or
be compatible with any other Company products or that any errors in the Software
and/or any updates and/or supplements to the Software and/or the services
mentioned in this Agreement will be corrected in future.


## 14. Limitation of Liability

14.1. The maximum amount of the Company liability for all claims with respect
to the Agreement or Software, regardless of the form and grounds for claim,
complaint or lawsuit, shall be limited and cannot exceed the fee paid by You
to the Company or Authorized Dealer under the License.

14.2. The Company will by no means be liable for any amounts of lost profit,
loss resulted from lay-up (intervals in productions, exploitation, etc.), as
well as for any amounts of indirect, consequential, accidental, following,
punitive, fine or special loss or loss of third parties, even if the Company
was initially aware of the risk of such a loss; any claims for payment of such
damages shall not be accepted.

14.3. This Section 14 shall not be interpreted as excluding any liability
which cannot be excluded by the Agreement in accordance with the applicable
legislation.

14.4. Unless otherwise directly provided for by applicable legislation, the
User shall not have the right to submit claims, complaints or lawsuits upon
expiration of three (3) years after actions or occurrences that are grounds
for such claim, complaint or lawsuit took place.


## 15. Indemnity for Infringement of Intellectual Property Rights

15.1. Subject to Your timely notification, the Company at its own discretion
has the right to assist with settlement of any lawsuit filed with the relevant
court against You as defendant on the grounds that the use of the Software
within the License on the Territory leads to violation of third parties'
intellectual property rights.

15.2. The Company or Authorized Dealer shall pay You reasonable and justified
expenses for court representative, as well as compensate for all loss
established by the final decision of the relevant court that was issued
against You, provided that the Company was immediately notified in writing of
such a lawsuit or claim and provided all necessary information, assistance and
powers necessary for court defense or extra judicial dispute resolution.

15.3. The Company, at its options, shall ensure Your ability to continue using
the relevant Software, replace or modify the relevant Software so that it does
not violate intellectual property rights of third parties. If it is impossible
to fulfill the obligations mentioned above, the Company shall accept return of
the Software. The Company or Authorized Dealer shall reimburse the cost of the
Software use under Agreement in the amount determined based on straight-line
depreciation within sixty (60) months from the date of Purchase Confirmation
Documents.

15.4. The Company does not have to fulfill its obligations under this Section
if the presumed violation of third parties' rights or any other violation
results from (i) use of Software together with other software which does not
belong to the Company, provided that such violation would not occur without
such combined use, or (ii) fulfillment by the Company of Your requirements,
specifications or directions.

15.5. The Company shall not be liable to the other party for the lost profits,
indirect, special or consequential damages arising out of this Agreement, even
if such party has been notified of the possibility of such damages. Under no
circumstances the liability may exceed the amounts paid by You to the Company
hereunder.


## 16. General Provisions

16.1. Allocation of Risk.

16.1.1. You bear all the risks pertaining to the choice of the Software,
upload, installation and work of the Software on Your equipment including the
risk pertaining to any hardware and software, data, or any other elements
subject to change as a result of installation, copying or use of the Software
including expenses for repair or replacement of any equipment, as well as
payment to technical support specialists.

16.2. Purchase Orders.

16.2.1. In case of any discrepancies between Purchase Confirmation Documents
and Agreement, terms and conditions contained in Purchase Confirmation Documents
shall prevail.

16.3. Accept of Orders.

16.3.1. The Company shall have a unilateral right to accept or decline any
order for the Software. If the Company accepts the order for the Software, the
Software will be provided, while the delivery of the Software indicated in
Purchase Confirmation Documents shall be considered accomplished when the
Company makes such Software available for downloading via electronic channel
at the address indicated by the Company, and provides the License Key.


## 17. Governing Law

17.1. The Agreement shall be governed and construed in accordance with the
legislation of France.


## 18. Disputes Resolution

18.1. The Parties undertake to resolve any disputes arising from this Agreement
through negotiations. If the Parties fail to resolve the dispute by means of
negotiations within thirty (30) days from the day of receipt of the first
written claim of one of the Parties, the dispute shall be transferred to
Toulouse Court for consideration.


## 19. Severability

19.1. If any provision contained in the Agreement is recognized as void or
unenforceable, including due to its contradiction with the applicable
legislation, this will not apply to any other provisions, and such provisions
shall remain valid and enforceable. Should unenforceable provisions be amended
and enforced by the court, such provisions shall be regarded thus amended in
this Agreement.


## 20. Entire Agreement

20.1. You confirm that You have read this Agreement, understood it and agreed
to be bound by all its terms and conditions. You further agree that this
Agreement, as well as Purchase Confirmation Documents, are a complete and
exclusive contract between You and the Company that supersedes any offer or
previous agreements, oral or written, and any other arrangements between the
Parties that are related to the subject matter hereof.


## 21. Waiver

21.1. The waiver or failure of the Company to exercise in any respect any
right provided for in this Agreement shall not be deemed a waiver of any other
rights under this Agreement.


## 22. Force Majeure

Except for the obligation of payment, neither party shall be liable for any
delay in performance of or failure to perform any of the provisions of this
License Agreement to be observed or performed by it, caused directly or
indirectly by a case of Force Majeure. Force Majeure denotes all events which
do not exist or whose existence is, despite the exercise of ordinary care,
unknown by the non-performing party at the date this License Agreement has been
signed, and which could not reasonably have been foreseen by the non-performing
party, the occurrence and effects of which cannot be prevented by reasonable
efforts of the non-performing party. Force Majeure could include, without
limitation, such events as epidemics, severe weather conditions, earthquakes,
strikes, lock-outs, acts of government, shortages of energy and non-delivery
or delays in delivery by any third party.


## 23. Contact Information

23.1. Should You have any questions, please contact pSeven SAS at: 42, avenue
du Général de Croutte, 31100 Toulouse, France. E-mail: info@pseven.io; phone:
+33 (0) 5 82-95-59-68.


## Exhibit 1

Software refers to one or several computer programs described below, optional
components (modules) inclusive, and listed in Purchase Confirmation Documents.

1.  **pSeven Core** - a software library for intelligent data analysis and
    optimization, which consists of the following modules (Generic Tools):

    - Generic Tool for Dimension Reduction (GTDR),
    - Generic Tool for Approximation (GTApprox),
    - Generic Tool for Design of Experiments (GTDoE),
    - Generic Tool for Data Fusion (GTDF),
    - Generic Tool for Sensitivity and Dependency Analysis (GTSDA), and
    - Generic Tool for Optimization (GTOpt).

2.  **pSeven** - cross-platform software package for automation of scientific
    and engineering calculations, multidisciplinary engineering optimization
    and intelligent data analysis. pSeven features include:

    - Visually construct workflows and execute them locally or by direct
      interaction with queue management systems, such as Slurm, LSF, and
      TorquePBS.
    - Arrange for efficient interaction (data transfer) with third-party
      CAD/CAE tools, such as SolidWorks, KOMPAS-3D, CATIA v5, Ansys CFX,
      Ansys Fluent, etc.
    - Solve various data analysis problems, e.g. correlation and regression
      analysis, surrogate modeling, etc., single-objective and multi-objective
      optimization problems (with the use of add-in modules based on the
      pSeven Core library).
    - Conduct visualization and analysis of obtained results.

3.  **pSeven Enterprise** - low code cloud-native collaborative platform to
    build, deploy and operate different models and processes at scale.
    pSeven Enterprise features include:

    - All pSeven features - engineering process automation, design
      optimization and predictive analytics - usable right in a web browser.
    - Scale even resource-intensive massive trade-off studies.
    - Easy team collaboration within organization and with suppliers
      or partners.
    - Deploy on premises or in a private cloud.
    - Create and share workflow-powered web applications.
    - Extend and integrate with simple and clean APIs.
