Terms and Conditions for Provision of Professional Services

SCOPE OF SERVICES

1.1 Services. Altair Engineering Inc. and its affiliates (“Supplier”) agrees to provide, and the customer identified in the Proposal (as defined below) (“Customer”) agrees to accept the project management, consulting, training, configuration, and/or implementation services (“Services”) described in (i) Supplier’s proposal, (ii) Supplier’s quotation, (iii) Supplier’s Professional Services Statement of Work, or (iv) a comparable document (“Proposal”). Such Services shall be subject to and governed by these Terms and Conditions for Provision of Services (“Terms”). A signed Proposal, or issuance of a purchase order or comparable procurement document (“PO”) based upon a Proposal shall constitute Customer’s acceptance of these Terms.

1.2 Conduct of Services. Supplier hereby agrees to provide the Services in accordance with the Proposal(s) and any additional Change Orders that may be mutually agreed upon by the parties acting through their authorized representatives while these Terms are in effect.

1.3 Change Orders. Customer shall have the right at any time to direct changes, or cause Supplier to make changes, to the scope of Services covered by these Terms. Changes to the scope of Services shall be done via a written change request (a “Change Order”) signed by the parties which will identify any additional time, expense, and other applicable changes. Until the Change Order is fully executed, Supplier shall continue to work on the Services already outlined in the Proposal.

1.4 Designated Contact Persons. Customer will provide a primary point of contact and make available all technical matter, data, information, operating supplies, and computer system(s), as reasonably required by Supplier. Where applicable, Supplier will assign a primary contact person for the Services.

CONFIDENTIALITY

2.1 Confidential Information. All information that is not generally known to the public that is disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party") or that is otherwise learned by the Receiving Party in the course of its discussions or business dealings with, or its physical or electronic access to the premises of, the Disclosing Party, that by the nature of the circumstances surrounding the disclosure or receipt ought to be treated as confidential, shall be considered “Confidential Information” which shall be held in confidence by the Receiving Party for three (3) years from the date of disclosure and shall be used only for purposes of the delivery of Services. Except as required by law, no Confidential Information shall be disclosed to a third party without the prior written consent of the Disclosing Party. If the Receiving Party is legally required to disclose any of the Disclosing Party’s Confidential Information, the Receiving Party shall notify the Disclosing Party immediately in writing, provide the Disclosing Party with a copy of such order, and shall cooperate in seeking a reasonable protective order. If a protective order is not granted, the Receiving Party will disclose only such Confidential Information as is legally required and will use its best efforts to obtain confidential treatment for any Confidential Information that is so disclosed. This Section shall not apply to information that is (i) in the public domain, (ii) already known to the Receiving Party, (iii) developed independently, or (iv) received from a third party without similar restriction and without breach of this or a similar agreement.

2.2 Ownership of Confidential Information. The parties agree that the Disclosing Party retains all right, title and interest in its Confidential Information, and the Receiving Party acquires no intellectual property rights under these Terms.

2.3 Remedies. The parties acknowledge that a breach, actual or threatened, of any term or condition of these Terms may cause irreparable harm to the Disclosing Party. Accordingly, the Disclosing Party shall have the right to seek equitable relief, including injunction and preliminary injunction without the obligation of posting a bond, in addition to all other remedies.

TERMINATION

3.1 Termination. Services may be terminated by either party upon written notice in the event of a material breach of these Terms by the other party which is not cured within thirty (30) days of receipt of such notice. In addition, if Customer defaults in performance of any obligation under these Terms, including the payment of any amount due, Supplier may, at its option, suspend performance, require prepayment, and/or utilize any other remedy at law or equity.

FEES, EXPENSES AND PAYMENT

4.1 Fees. Services shall be made available at Supplier’s prevailing rates, and as further set forth in the applicable Proposal. Out-of-pocket expenses will be charged as incurred. All Fees shall be paid to Supplier NET 30 from the date of invoice.

4.2 Taxes. Fees do not include taxes or duties and Customer is responsible for paying (or for reimbursing Supplier if Supplier is required to pay) any federal, state or local taxes or duties imposed on Services providing excluding, however, all taxes on or measured by Supplier’s income.

4.3 Invoices. Services shall be invoiced as set forth in the applicable Proposal.

RELATIONSHIP OF THE PARTIES

5.1 Independent Contractor. The parties are independent contractors, and these Terms shall not create or imply an agency relationship between the parties.

5.2 Insurance. Each party will obtain and maintain in effect during the term of these Terms, a policy or policies of comprehensive general liability, workers’ compensation, professional liability and other types of insurance each deems necessary to protect their individual interests from such claims, liabilities, or damages which may arise out of the performance of their respective obligations under these Terms. For the avoidance of doubt, each party is solely responsible for insuring its personal property wherever located, and each party acknowledges that neither of them will insure the property of the other while it is in transit or in the possession of the opposite party.

OWNERSHIP RIGHTS

6.1 Supplier retains all right, title, and interest in the Services and in all improvements, enhancements, modifications, or derivative works thereof including, without limitation, all rights to patent, copyright, trade secret, and trademark. The Services contain proprietary and confidential information that is protected by applicable intellectual property and other laws, and Customer agrees not to disclose such information to any third party without Supplier’s prior permission.

WARRANTY and LIMITATION OF LIABILITY

7.1 Supplier Warranty. Supplier warrants that all Services will be performed in a workmanlike and professional manner according to the generally accepted standards of the industry to which the Services pertain. All Services will be deemed in accordance with this warranty if not rejected by Customer in reasonably detailed writing within five (5) days of performance of the Services. In the event Services are not in conformance with this warranty, Supplier will take the commercially reasonable steps necessary to correct the deficiency at no charge to Customer. THIS IS CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR BREACH OF THIS WARRANTY.

7.2 DISCLAIMER. EXCEPT AS PROVIDED IN SECTION 7.1 ABOVE, SUPPLIER MAKES NO WARRANTIES OF ANY KIND WITH REGARD TO THE SERVICES. SUPPLIER DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, AS TO THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. ALL SERVICE WARRANTIES ARE VOID IF THE SERVICES ARE MODIFIED BY ANY PARTY OTHER THAN SUPPLIER OR ITS AUTHORIZED AGENT.

7.3 Limited Liability. NO MONETARY RECOVERY IS AVAILABLE FROM SUPPLIER FOR WARRANTY CLAIMS UNDER THESE TERMS. IN ADDITION, IN NO EVENT WILL SUPPLIER’S LIABILITY ARISING OUT OF THESE TERMS EXCEED THE FEES PAID FOR THE SERVICES THAT ARE THE BASIS FOR THE PARTICULAR CLAIM. SUPPLIER WILL NOT, IN ANY EVENT, BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST REVENUES, LOST OR DAMAGED DATA, AND LOSS OF BUSINESS OPPORTUNITY), HOWEVER CAUSED, ARISING OUT OF THE SERVICES, OR IN ANY WAY CONNECTED TO THESE TERMS, EVEN IF SUPPLIER HAS BEEN ADVISED OF SUCH DAMAGES AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY. THE FOREGOING LIMITATION OF LIABILITY WILL APPLY WHETHER ANY CLAIM IS BASED UPON PRINCIPLES OF CONTRACT, WARRANTY, NEGLIGENCE, INFRINGEMENT OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, PRINCIPLES OF INDEMNITY, CONTRIBUTION, OR OTHERWISE.

INDEMNIFICATION

8.1 Each party (each, an “Indemnitor”) will defend, indemnify and hold harmless the other party and of its respective officers, directors, employees, agents and affiliates (collectively, the “Indemnitees”) from and against any and all third party claims, actions, suits, and demands (“Claims”) arising out of or based upon tangible property damage or bodily injury (including death at any time resulting therefrom) to any person, including employees of the Indemnitor or any affiliate, subcontractor or agent, to the extent caused by an Indemnitor’s violation of any laws or any negligent act or omission by an Indemnitor or its affiliates, contractors, agents or employees in connection with the Services.

MISCELLANEOUS

9.1 Third Parties. These Terms are solely for the benefit of the parties hereto and no provision of these Terms shall be deemed to confer upon any third parties any remedy, claim, liability, reimbursement, cause of action or other right. Notwithstanding the foregoing, Supplier may use subcontractor(s) as required provided that such subcontractor(s) shall comply with all these Terms. Supplier shall be responsible for all work performed by such subcontractor(s) as if Supplier was performing the work itself.

9.2 Force Majeure. Neither party will be responsible for any failure to fulfill its non-monetary obligations under these Terms due to causes beyond its reasonable control, including fire, flood, war, pandemics, labor disputes, shortages, riots, insurrections, explosions, earthquakes, acts of God, provided it (i) notifies the other party of the force majeure event, (ii) exercises reasonable efforts to fulfill its obligations as soon as possible, and (iii) proceeds to perform with diligence once the cause(s) of such non-performance are removed or cease.

9.3 Governing Law. These Terms shall be governed by and construed under the laws of the state of Michigan, without regard to that state's conflict of laws principles. These Terms shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, or UCITA, the application of which are expressly excluded. Each party waives its right to a jury trial in the event of any dispute arising under or relating to these Terms.

9.4 Marketing. Customer agrees that Supplier may list Customer’s name in marketing and sales materials. Customer agrees to work with Supplier to promote the services of Supplier, and Customer agrees it will not unreasonably withhold permission for Supplier to submit any resulting designs arising from the Services for recognition in professional award programs.

9.5 Notices. All notices required or permitted hereunder shall be given in writing and shall be effective when either served by hand delivery, electronic transmission, express overnight courier service, or by registered or certified mail, return receipt requested, addressed to the parties at their respective addresses set forth above, or to such other address or addresses as either party may later specify by written notice to the other party.

9.6 Assignment. Neither party may assign these Terms, in whole or in part, without the prior written consent of the other party, which shall not be unreasonable withheld.

9.7 Waiver. The failure of either party to enforce at any time any of the provisions of these Terms shall not be construed to be a waiver of the right of the party thereafter to enforce any such provisions.

9.8 Severability. If any provision of these Terms is held to be invalid, such provision shall be interpreted so as to best accomplish the intent of the parties within the limits of applicable law, and all remaining provisions shall continue to be valid and enforceable.

9.9 Order of Precedence. In the event of a conflict, the terms and conditions shall take precedence as follows: (i) These Terms, (ii) Proposal(s), and (iii) PO.

9.10 Entire Agreement. These Terms along with only the transactional information on the Customer’s PO (a) description of items(s) ordered, (b) quantity(ies), (c) price(s), (d) delivery location and (e) invoicing address and contact person, constitute the entire agreement of the parties hereto and supersede all prior representations, proposals, discussions, and communications, whether oral or in writing. Any other terms on a PO are not binding upon either party. These Terms may be modified only by mutual written agreement between the parties.

Rev. November 2, 2022