LICENSE.txt

Last updated: February 16, 2024


                        ALTAIR IOT STUDIO SERVICE TERMS

IF LICENSEE DOES NOT AGREE TO ALL OF THESE TERMS AND CONDITIONS, LICENSEE MAY
NOT ACCESS OR USE ALTAIR IOT STUDIO. BY CHECKING THE ACCEPTANCE BOX OR
INSTALLING OR USING ALL OR ANY PORTION OF THE SOFTWARE OR SERVICE, LICENSEE IS
ACCEPTING ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT AS PUBLISHED ON
ALTAIR IOT STUDIO WEBSITE AT https://altair.com/altair-iot-studio/ (AS MAY BE
RELOCATED BY ALTAIR FROM TIME TO TIME). IN THE EVENT LICENSEE IS REDIRECTED TO
ALTAIR IOT STUDIO WEBSITE, LICENSEE AGREES THAT LICENSEE’S USE IS SUBJECT TO
ANY TERMS OF SERVICE OR PRIVACY POLICIES POSTED THEREON.

This Altair IoT Studio Service Agreement (“Agreement”) is between Altair
Engineering Inc. or its authorized resellers (“Altair”) and the licensee
(individual or entity) that has purchased (for a fee) (a “Subscription”) or
obtains (free of charge) (a “Trial”) license to Altair IoT Studio Service or
Altair Panopticon (“Licensee” or “you” or “your”). Altair IoT Studio and/or
Altair Panopticon, as applicable, may hereinafter be referred to as the
“Solution”. Before you may use the Solution, your consent to the following
terms and conditions is required by checking the "I Agree" box. If you are
accepting these terms on behalf of another person or company or other legal
entity, you represent and warrant that you have full authority to bind that
person, company or legal entity to these terms. If you are an individual using
the Solution on behalf of a corporation, partnership or other entity, then that
entity will be the Licensee, and you represent and warrant that you are
authorized to enter into this Agreement on behalf of such entity and bind such
entity to the terms and conditions of this Agreement. The “Effective Date” of
this Agreement is the date of Licensee’s initial access to the Solution through
any online provisioning, registration or order process. This Agreement permits
the parties to enter into order forms referencing this Agreement for
Subscription licenses (each, an “Order Form”) which set forth the quantity of
Units, as applicable, specifies the fees payable by Licensee, and may contain
other terms and conditions. This Agreement includes any and all attachments and
referenced policies, including without limitation all Order Forms entered into
between the parties.
From time to time, Altair may modify this Agreement. Unless otherwise specified
by Altair, changes become effective for existing Subscription Licensees upon
renewal of the then-current Subscription Term. For those Licensees accessing
Trial licenses, changes shall be deemed accepted by Licensee and become
effective immediately upon Licensee’s continued use of the Solution. Altair
will use reasonable efforts to notify Licensee of the changes through
communications through the Solution, email, or other means. Licensee may be
required to click to accept the modified agreement before using the Solution in
a renewal Subscription Term, and in any event continued use of the Solution
during the renewal Subscription Term will constitute Licensee’s acceptance of
the version of the Agreement in effect at the time the renewal Subscription
Term begins.
1.  PROVISION OF SERVICES. Altair IoT Studio includes the service and products
    made available by Altair which enable Licensee to build applications for
    the Internet of Things (“Altair IoT Studio”). Altair Panopticon is a hosted
    service permitting Licensee to access Altair’s data visualization product
    (“Altair Panopticon”). The Solution is described more fully in the
    then-current version of any supporting technical documentation made
    available to Licensee by Altair (“Documentation”). The Solution shall be
    made available on a subscription basis for a set term as designated in the
    applicable Order Form as provided by Altair (each, a “Subscription Term”)
    or at no cost on a trial basis. To the extent applicable, Licensee
    acknowledges that the cloud computing resources upon which the Solution is
    hosted are sourced by Altair from a third-party cloud service provider,
    inclusive of hardware, software, and platforms (a “Cloud Provider”).
    Additional terms shall apply to on premise deployments of the Solution
    and/or private cloud offerings managed by Altair.
2.  LICENSE GRANT AND RESTRICTIONS ON USE. Subject to the terms and conditions
    of the Agreement, Altair hereby grants to Licensee, and Licensee hereby
    accepts, the following license rights to the Solution upon completion of
    the Registration Form:
    (a) Subscription License. Where specified in an Order Form and upon
        Altair’s receipt of payment of applicable license fees, Licensee is
        granted a non-exclusive, non-transferable, worldwide right during the
        applicable Subscription Term to access and use the Solution solely by
        Permitted Users (as defined below) for Licensee’s internal purposes and
        pursuant to the Documentation and any restrictions set forth in
        subsection (c) below, and as designated in the applicable Order Form.
    (b) Trial License. If the Solutions are accessed by Licensee free of
        charge, Licensee is granted a limited (subject to Section 10),
        non-exclusive, non-transferable, worldwide right to access and use the
        Solution solely by Permitted Users for Licensee’s internal purposes and
        pursuant to the Documentation and any restrictions set forth in
        subsection (c) below.
    (c) Restrictions on Use. Licensee shall not: (a) rent, lease, copy, sell,
        provide access to or sublicense the Solution to any third party or any
        license or other rights thereto, in whole or in part, (b) reverse
        engineer, decompile, disassemble, or otherwise seek to obtain the
        source code to the Solution, except to the minimum extent expressly
        required by applicable law (and then only upon advance written notice
        to Altair), (c) modify the Solution or any Documentation, or create any
        derivative work from any of the foregoing, (d) remove or obscure any
        product identification, trademarks, proprietary, copyright or other
        notices contained in the Solution (including any reports or data
        printed via the use of the Solution), (e) incorporate the Solution into
        any other offering (whether software as a service or otherwise), (f)
        use the Solution to develop a product which is competitive with any of
        Altair’s or Altair’s affiliates product offerings, (g) publicly
        disseminate information or analysis regarding the performance of the
        Solution, (h) link any software developed, tested or supported by
        Licensee or third parties to the Solution or the Share Link (as defined
        below) (except for Licensee’s own proprietary software solely for
        Licensee’s internal use), (i) distribute or make the Solution available
        over a network where it could be used by multiple devices at the same
        time, or (j) use the Solution for third-party training, or to deliver
        software implementation or consulting services to any third parties, or
        for commercial time-sharing or service bureau use. Licensee’s access to
        and use of the Solution is, at all times, subject to the terms of this
        Agreement and the applicable terms and conditions of the service
        offered by the Cloud Provider (“Cloud Provider Terms”). Licensee
        acknowledges and agrees that Licensee’s access to and use of the
        Solution shall be deemed acceptance of such Cloud Provider Terms. Cloud
        Provider Terms may be made available to Licensee upon written request
        to Altair.
3.  PERMITTED USERS AND DEVICES. For purposes of this Agreement, “Permitted
    Users” are Licensee’s employees, Licensee’s Affiliates’ employees, and its
    independent contractors and consultants who are not competitors of Altair
    which are (i) engaged in the support of Licensee’s business purpose(s),
    (ii) bound by obligations of confidentiality to Licensee at least as
    restrictive as the terms hereof, and (iii) agree to use the Solution in
    strict compliance with the terms of this Agreement. Use of and access to
    the Solution is permitted only upon Licensee’s completion of the IoT Studio
    registration form located at Altair® IoT Studio™ Registration
    (altairone.com) (“Registration Form”) and for use on Permitted Devices
    which shall be identified on the applicable Order Form for Subscription
    Licensees and are set forth at:
    https://help.altair.com/altair-iot-studio/topics/get_started/free_trial_limits.htm#reference_ayg_t3g_fsb
    for Trial Licensees (“Permitted Device”). Permitted Users must create their
    own user ID’s and passwords to access the Solution (“Credentials”). These
    Credentials are obtained by individual, named persons and may not be
    shared. Licensee will ensure that all Permitted Users keep these
    Credentials strictly confidential. Licensee is solely responsible for: (i)
    any and all actions taken by Permitted Users and/or any Permitted Devices
    connected Solutions; and (ii) anyone using Licensee’s accounts and
    passwords. If you discover any unauthorized use of your Credentials you
    should immediately change your password and notify Altair’s support team.
    Use of the Solution by all: (i) Permitted Users and (ii) Permitted
    Device(s) in the aggregate must be within the restrictions set forth
    herein, and where applicable, in the relevant Order Form. “Affiliate” means
    each legal entity that is directly or indirectly controlled by Licensee on
    or after the Effective Date, for so long as such entity remains directly or
    indirectly controlled by Licensee (where “controlled” means the ownership
    of, or the power to vote, directly or indirectly, a majority of any class
    of voting securities of a corporation or limited liability company, or the
    ownership of any general partnership interest in any general or limited
    partnership).
4.  THIRD-PARTY CODE AND LINKS. Third Party Code. The Solution may contain or
    be provided with components which are licensed from third parties (“Third
    Party Code”), including components subject to the terms and conditions of
    “open source” software licenses (“Open Source Software”). Open Source
    Software may be identified in the Documentation, or in a list of the Open
    Source Software provided to Licensee upon written request. To the extent
    required by the license that accompanies the Open Source Software, the
    terms of such license will apply in lieu of the terms of this Agreement
    with respect to such Open Source Software, including, without limitation,
    any provisions governing access to source code, modification or reverse
    engineering. Altair does not warrant or endorse and does not assume and
    will not have any liability or responsibility to Licensee or any other
    person for Third Party Code. Altair’s Third Party Code providers, as third
    party beneficiaries, shall be entitled to enforce the terms of this
    Agreement directly against Licensee as necessary to protect such Third
    Party Code providers’ intellectual property rights. Third Party Links.
    Altair may include or recommend third party resources, materials and
    developers and/or links to third party websites and applications as part
    of, or in connection with, the Solution. Altair has no control over such
    sites or developers and, accordingly, you acknowledge and agree that Altair
    is not responsible or liable for (i) the availability of such external
    sites or applications; (ii) any content or other materials or performance
    available from such sites or applications; and (iii) for any damage or
    loss, directly or indirectly caused or alleged to be caused by or in
    connection with use of or reliance on any such content, materials or
    applications.
5.  LICENSEE DATA. “Licensee Data” means any business information or other data
    which Licensee inputs, or provides to Altair, for inputting, into the
    Solution. Licensee Data may also include, as applicable, data from your
    devices, program code (like scripts for listeners or rules), text, or files
    of any type. Altair does not screen Licensee Data and does not review,
    test, confirm, approve or verify any Licensee Data or the accuracy of any
    Licensee Data. Your access to and use of the Solution or any content is at
    your own risk. General. Licensee shall ensure that Licensee’s use of the
    Solution and all Licensee Data is at all times compliant with Licensee’s
    own privacy policies (where applicable) and all applicable local, state,
    federal and international law, regulations and conventions, including
    without limitation those related to data privacy, international
    communications and the exportation of technical or personal data. Licensee
    is solely responsible for the accuracy, content and legality of all
    Licensee Data. Licensee represents and warrants to Altair that Licensee has
    sufficient rights in the Licensee Data to authorize Altair to process,
    distribute and display the Licensee Data as contemplated by this Agreement,
    and that the Licensee Data and its use hereunder will not violate or
    infringe the rights of any third party. Health Information. Licensee will
    not submit to the Solution any patient, medical or other protected health
    information regulated by HIPAA or any similar federal or state laws, rules
    or regulations (“Health Information”) and acknowledges that Altair is not a
    Business Associate (as defined under 45 CFR 160.103) and that the Solution
    is not HIPAA compliant. “HIPAA” means the Health Insurance Portability and
    Accountability Act, as amended and supplemented. Altair shall have no
    liability under this Agreement for Health Information, notwithstanding
    anything to the contrary herein. Payment Card Data. Licensee will not
    submit to the Solution any payment card information. Licensee acknowledges
    that the Solution is not compliant with the Payment Card Industry Data
    Security Standards. Ownership. As between the parties, Licensee shall
    retain all right, title and interest (including any and all intellectual
    property rights) in and to the Licensee Data as provided to the Solution.
    Subject to the terms of this Agreement, Licensee hereby grants to Altair a
    non-exclusive, worldwide, royalty- free right to use, copy, store,
    transmit, distribute, perform and display (including publicly), modify and
    create derivative works of the Licensee Data to the extent necessary for
    the Solution to perform as described in the Documentation (the “Licensee
    Data License”). You also agree that Altair has the right to elect not to
    accept, post, execute, store, display, publish or transmit any Licensee
    Data in its sole discretion. You agree that the Licensee Data License is
    royalty free, irrevocable and worldwide (for so long as Licensee Data is
    stored by Altair), and include a right for Altair to make such Licensee
    Data available to, and pass these rights along to, others with whom Altair
    has contractual relationships related to the provision of the Solution. You
    understand and agree that Altair, in performing the required technical
    steps to provide the Solution to Altair’s users, may make changes to
    Licensee Data as necessary to conform and adapt said Licensee Data to the
    technical requirements of connecting networks, devices, services or media.
    No Licensee Data Archiving. Altair does not provide an archiving service.
    For Subscription licenses, Licensee Data shall be retained by Altair only
    for the duration of the Subscription Term, but in no case shall such
    Licensee Data be retained for more than a twelve (12) month period. For
    Trial licenses, Licensee Data shall be deleted thirty (30) days after it is
    input into the Solution. Altair expressly disclaims all other obligations
    with respect to storage. Solution Log Data. In addition to the license
    rights specified above in this Section 5, Altair may aggregate Licensee’s
    metadata and usage data, to the extent applicable, including but not
    limited to Licensee’s user id, data queries, and actions performed within
    the Solution, inclusive of any Solution performance characteristics
    (“Solution Log Data”). The Solution Log Data will be deemed Altair
    Technology (as defined in Section 8 below), and Licensee acknowledges that
    Altair may use the Solution Log Data (i) for its own internal, statistical
    analysis, (ii) to develop and improve the Solution and (iii) to create and
    distribute reports and other materials regarding use of the Solution. For
    clarity, nothing in this Section 5 gives Altair the right to publicly
    identify Licensee as the source of any Solution Log Data without Licensee’s
    prior written consent. Licensee Data Security. Altair does not take any
    responsibility for any loss or unauthorized distribution of Licensee Data.
    There are limited circumstances in which Altair may have the need to review
    part or all of your Licensee Data, as provided in Altair’s Privacy Policy.
    Except as described herein and in Altair’s Privacy Policy, unless you elect
    to enable others to view or have access to Licensee Data you submit to the
    Solution, no one else should see your Licensee Data without your consent.
    The Solution enables you to use third party services and applications that
    interact with the Solution and your Licensee Data, and you should review
    the access rights you provide to those services or applications, as you may
    enable them to access your Licensee Data through your agreements with those
    parties. Licensee Data Portability. Altair incorporates tools in the
    Solution to let you share or export Licensee Data into files or make it
    accessible through web services or APIs, subject to the terms of this
    Agreement and subject to compliance with Altair’s Privacy Policy. Public
    Features. To the extent applicable, Altair may provide interactive features
    that allow Licensee, in its sole discretion, to share models, reports, and
    information generated by its use of the Solution with people other than
    Licensee’s Permitted Users through the creation of a user specific url
    (“Share Link”). Licensee may provide its Share Link directly to another
    person or post it on publicly accessible websites such as Facebook and
    LinkedIn. Licensee is solely responsible for the distribution of its Share
    Link.
6.  ALTAIR IOT STUDIO MARKETPLACE. Altair’s IoT Studio Marketplace is made
    available to Permitted Users accessing IoT Studio and allows such Permitted
    Users the ability to access various IoT applications developed both by
    Altair and third parties. By accessing Altair’s IoT Studio Marketplace,
    Permitted Users agree to comply with the Altair IoT Studio Supplemental
    Terms and Conditions found at:
    https://terms.swx.altairone.com/marketplace.pdf.
7.  HIGH RISK ACTIVITIES. The Solution is not fault-tolerant and is not
    designed, manufactured or intended for use as or with on-line control
    equipment in hazardous environments requiring fail-safe performance, such
    as in the operation of nuclear facilities, aircraft navigation or
    communication systems, air traffic control, direct life support machines or
    weapon systems in which the failure of the Solution could lead directly to
    death, personal injury or severe physical or environmental damage ("High
    Risk Activities"). Accordingly, Altair and its suppliers specifically
    disclaim any express or implied warranty of fitness for High Risk
    Activities.
8.  OWNERSHIP. Altair Technology. This is an agreement for use of the Solution
    and not an agreement for sale. Licensee acknowledges that it is obtaining
    only a limited right to use the Solution on a hosted basis and that
    irrespective of any use of the words “purchase”, “sale” or like terms
    hereunder no ownership rights are being conveyed to Licensee. Licensee
    agrees that Altair or its suppliers retain all right, title and interest
    (including all patent, copyright, trade secret and other intellectual
    property rights) in and to the Solution, the Documentation, any other
    Altair deliverables and any and all related and underlying software
    (including interfaces), databases (including data models, structures,
    Aggregated Anonymous Data and any other non-Licensee specific data and
    statistical data), technology, reports and documentation and all copies,
    modifications and derivative works thereof (including any changes which
    incorporate any Feedback) (collectively, “Altair Technology”). Further,
    Licensee acknowledges that the Solution is offered, where applicable, as an
    on-line, hosted solution, and that Licensee has no right to obtain a copy
    of the Solution code itself. Nothing in this Section 8 shall be deemed as
    granting Altair ownership of Licensee Data or in any way impacting
    Licensee’s ownership of Licensee Data. Feedback. Licensee, from time to
    time, may submit comments, information, questions, data, ideas,
    descriptions of processes, or other information to Altair (“Feedback”).
    Altair may in connection with any of its products or services freely use,
    copy, disclose, license, distribute and exploit any Feedback in any manner
    without any obligation, royalty or restriction based on intellectual
    property rights or otherwise.
9.  SUBSCRIPTION TERM, FEES & PAYMENT. Subscription Term. For Subscription
    licenses, the Subscription Term shall be identified on the applicable Order
    Form. Any renewals require mutual agreement and all applicable fees for
    such renewals will be at Altair’s then-current rates. If Licensee’s
    Subscription license is not renewed, Licensee’s access to the Solution will
    terminate at the end of the then-current Subscription Term unless provided
    otherwise in this Agreement. Notwithstanding the foregoing,
    Licensee shall be permitted to access the Solution with limited
    functionalities via a Trial license. Fees and Payment. All fees are prepaid
    and are set forth in the Order Form. All fees are non-refundable. Unless
    timely provided with a valid certificate of exemption or other evidence
    that items are not taxable, Licensee will be invoiced for all applicable
    taxes including, but not limited to, VAT, GST, sales tax, consumption tax
    and service tax. Licensee will make all payments free and clear of, and
    without reduction for, any withholding or other taxes; any such taxes
    imposed on payments by Licensee hereunder will be Licensee’s sole
    responsibility.
10. TERM AND TERMINATION. Term. This Agreement is effective as of the Effective
    Date and shall remain in effect until terminated as provided herein.
    Subscription licenses shall have a 12-month term of use, unless otherwise
    specified in the applicable Order Form. Trial licenses shall terminate upon
    Altair’s decommissioning of the Solution. Termination for Cause. Either
    party may terminate this Agreement (including all related Order Forms and
    Subscription Terms) if the other party (a) fails to cure any material
    breach of this Agreement within thirty (30) days after written notice; (b)
    ceases operation without a successor; or (c) seeks protection under any
    bankruptcy, receivership, trust deed, creditors’ arrangement, composition,
    or comparable proceeding, or if any such proceeding is instituted against
    that party (and not dismissed within sixty (60) days thereafter).
    Notwithstanding the foregoing, Altair retains the right to terminate this
    Agreement immediately if Licensee breaches the terms of Sections 2, 8, or
    14 of this Agreement. Effect of Termination. Upon any termination or
    expiration of this Agreement, Licensee shall immediately cease any and all
    use of and access to the Solution and delete (or, at Altair’s request,
    return) any and all copies of the Documentation, any Altair passwords or
    access codes and any other Altair Confidential Information in its
    possession. Licensee acknowledges that, except as exported or printed prior
    to termination or expiration by Licensee as may be permitted through the
    functionality of the Solution, following termination or expiration,
    Licensee shall have no further access to any Licensee Data input into the
    Solution, and that Altair may delete any such data at any time. Except
    where an exclusive remedy is specified in this Agreement, the exercise by
    either party of any remedy under this Agreement, including termination,
    will be without prejudice to any other remedies it may have under this
    Agreement, by law, or otherwise.
11. NO WARRANTY. NEITHER ALTAIR NOR ANY OF ITS SUPPLIERS MAKES ANY WARRANTIES,
    EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO
    WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR
    NONINFRINGEMENT. ALTAIR DOES NOT WARRANT THAT: (A) THE SOLUTION WILL MEET
    ALL OF YOUR REQUIREMENTS; (B) THE SOLUTION WILL BE UNINTERRUPTED, TIMELY,
    SECURE, OR ERROR- FREE; (C) ALL ERRORS IN THE SOLUTION WILL BE CORRECTED;
    (D) IT WILL REVIEW LICENSEE DATA FOR ACCURACY; OR (D) IT WILL PRESERVE OR
    MAINTAIN LICENSEE DATA WITHOUT LOSS. ANY MATERIAL DOWNLOADED OR OTHERWISE
    OBTAINED THROUGH THE USE OF THE SOLUTION IS DONE AT YOUR OWN DISCRETION AND
    RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEMS
    OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH
    MATERIAL. LICENSEE MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, TO THE FULLEST
    EXTENT PERMITTED BY LAW, ANY STATUTORILY REQUIRED WARRANTIES SHALL BE
    LIMITED AS PROVIDED HEREIN. ALTAIR SHALL NOT BE LIABLE FOR DELAYS,
    INTERRUPTIONS, SERVICE FAILURES AND OTHER PROBLEMS INHERENT IN USE OF THE
    INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE THE
    REASONABLE CONTROL OF ALTAIR, SPECIFICALLY INCLUDING ANY CLOUD PROVIDER
    SERVICES. ACCESS TO THE SOLUTION VIA A TRIAL LICENSE (FREE OF CHARGE) IS
    PROVIDED ON AN “AS IS”, “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY OF ANY
    KIND.
12. SUPPORT. Licensees will be eligible to receive telephone and email support
    for the Solution.
13. LIMITATION OF REMEDIES AND DAMAGES. NEITHER PARTY SHALL BE LIABLE FOR ANY
    LOSS OF USE, LOST OR INACCURATE DATA, FAILURE OF SECURITY MECHANISMS,
    INTERRUPTION OF BUSINESS, COSTS OF DELAY OR ANY INDIRECT, SPECIAL,
    INCIDENTAL, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST
    PROFITS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT
    (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF
    THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. ALTAIR’S ENTIRE LIABILITY AND
    OBLIGATION TO LICENSEE SHALL NOT EXCEED THE AMOUNT OF FIFTY DOLLARS
    ($50.00). YOU AGREE NOT TO BRING ANY SUIT OR ACTION AGAINST ALTAIR, AND/OR
    ITS SUBSIDIARIES AND AFFILIATES, ALTAIR’S LICENSORS AND/OR ANY OF THEIR
    RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS FOR ANY REASON
    WHATSOEVER MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTON ARISES.
14. CONFIDENTIAL INFORMATION. Each party (as “Recipient”) agrees that all code
    (if any), inventions, know-how, business, technical and financial
    information it obtains from the disclosing party (“Discloser”) constitute
    the confidential property of the Discloser (“Confidential Information”),
    provided that it is identified as confidential at the time of disclosure.
    Any Licensee Data and any Altair Technology and performance information
    relating to the Solution shall be deemed Confidential Information without
    any marking or further designation. Except as expressly authorized herein,
    the Recipient will hold in confidence and not use or disclose any
    Confidential Information. Confidential Information shall not include
    information which: a) is or becomes part of the public domain through no
    fault of the Recipient; b) is lawfully received by the Recipient from a
    third party having the right to disclose such information; c) is disclosed
    by the Recipient with the prior written approval of the Discloser; d) was
    known to the Recipient prior to receipt from the Discloser; or e) is
    independently developed by the Recipient without a breach of this
    Agreement. If the Recipient is required by a government body or court of
    law to disclose Confidential Information, the Recipient agrees to promptly
    notify the Discloser so that the Discloser may seek an appropriate
    protective order or other relief. The Recipient acknowledges that
    disclosure of Confidential Information could cause substantial harm for
    which damages alone would not be a sufficient remedy, and therefore upon
    any such disclosure by the Recipient the Discloser shall be entitled to
    seek appropriate equitable relief in addition to whatever other remedies it
    might have at law.


15. GENERAL TERMS. Assignment. This Agreement may not be assigned by Licensee
    without the prior written permission of Altair. Severability. If any
    provision of this Agreement shall be adjudged by any court of competent
    jurisdiction to be unenforceable or invalid, that provision shall be
    limited to the minimum extent necessary so that this Agreement shall
    otherwise remain in effect. Governing Law. Excluding conflict of laws
    rules, this Agreement shall be governed by and construed under the laws of
    the State of Michigan. The parties agree that all disputes shall be subject
    to the jurisdiction of courts in the State of Michigan. The United Nations
    Convention on Contracts for the International Sale of Goods and the Uniform
    Computer Information Transactions Act, as currently enacted by any
    jurisdiction or as may be codified or amended from time to time by any
    jurisdiction, do not apply to this Agreement. Altair’s Licensee List.
    Licensee agrees that Altair may disclose Licensee’s name and logo as a
    customer of Altair. Notice. Any notice or communication required or
    permitted under this Agreement shall be in writing to the parties at the
    addresses set forth on the Order Form or at such other address as may be
    given in writing by either party to the other in accordance with this
    paragraph and shall be deemed to have been given upon actual receipt.
    Amendments; Waivers. No supplement, modification, or amendment of this
    Agreement shall be binding, unless executed in writing by a duly authorized
    representative of each party to this Agreement. No waiver will be implied
    from conduct or failure to enforce or exercise rights under this Agreement,
    nor will any waiver be effective unless in a writing signed by a duly
    authorized representative on behalf of the party claimed to have waived. No
    provision of any purchase order or other business form employed by
    Licensee, including any electronic invoicing portals and vendor
    registration processes, will supersede the terms and conditions of this
    Agreement, and any such document relating to this Agreement shall be for
    administrative purposes only and shall have no legal effect.
    Notwithstanding the foregoing, this paragraph does not limit Altair’s
    rights to modify this Agreement as set forth in the preamble section above.
    Entire Agreement. This Agreement, including, where applicable, each Order
    Form, and any other mutually agreed exhibits or attachments, constitute the
    entire agreement between Licensee and Altair and supersedes all previous
    written and oral agreements and communications relating to the subject
    matter of this Agreement. Licensee acknowledges that the Solution is an
    on-line product, and that Altair may make changes to the Solution, and
    Altair will update the Documentation accordingly. Audit Rights. Upon
    Altair’s written request, Licensee shall furnish Altair with a signed
    certification certifying that the Solution is being used pursuant to the
    terms of this Agreement, including any access and user limitations. With
    prior reasonable notice, Altair may audit the use of the Solution by
    Licensee provided such audit is during regular business hours. Licensee is
    responsible for such audit costs only in the event the audit reveals that
    Licensee’s use of the Solution is not in accordance with the permitted
    scope of use. Force Majeure. Neither party shall be liable to the other for
    any delay or failure to perform any obligation under this Agreement (except
    for a failure to pay fees) if the delay or failure is due to unforeseen
    events which occur after the signing of this Agreement and which are beyond
    the reasonable control of such party, such as a strike, blockade, war, act
    of terrorism, riot, natural disaster, failure or diminishment of power or
    telecommunications or data networks or services, or refusal of a license by
    a government agency. Independent Contractors. The parties to this Agreement
    are independent contractors. Neither party will have the power to bind the
    other or incur obligations on the other party’s behalf without the other
    party’s prior written consent. Government End-Users. The Solution is based
    upon commercial computer software. If the Permitted User or Licensee of the
    Solution is an agency, department or other entity of the United States
    Government, the use, duplication, reproduction, release, modification,
    disclosure or transfer of the Solution, or any related documentation of any
    kind, including technical data and manuals, is restricted by a license
    agreement or by this Agreement in accordance with Federal Acquisition
    Regulation 12.212 for civilian purposes and Defense Federal Acquisition
    Regulation Supplement 227.7202 for military purposes. The Solution was
    developed fully at private expense. All other use is prohibited. Export
    Control. In its use of the Solution, Licensee agrees to comply with all
    export and import laws and regulations of the United States and other
    applicable jurisdictions. Without limiting the foregoing, (i) Licensee
    represents and warrants that it is not listed on any U.S. government list
    of prohibited or restricted parties or located in (or a national of) a
    country that is subject to a U.S. government embargo or that has been
    designated by the U.S. government as a “terrorist supporting” country and
    (ii) Licensee shall not (and shall not permit any of its Permitted Users or
    others to) access or use the Solution in violation of any U.S. export
    embargo, prohibition or restriction.