THIS SOFTWARE LICENSE AGREEMENT (“AGREEMENT”) SETS FORTH THE STANDARD TERMS AND CONDITIONS FOR THE USE OF SOFTWARE AVAILABLE FROM ALTAIR AND WHICH IS ACCESSIBLE VIA PHYSICAL MEDIA, A LICENSE FILE, OR FROM AN ALTAIR OR THIRD-PARTY WEBSITE OR HOSTED COMPUTE RESOURCES. THIS AGREEMENT SUPERCEEDS ANY AND ALL PRIOR STANDARD TERMS AND CONDITONS FOR ACCESS TO AND USE OF SUCH SOFTWARE. BY CLICKING THE ACCEPTANCE BOX OR INSTALLING AND/OR USING THE SOFTWARE, YOU ARE INDICATING YOUR (I) ACCEPTANCE OF THE FOLLOWING STANDARD TERMS AND CONDITIONS, AND (II) AUTHORITY TO CONTRACTUALLY BIND THE PERSON OR ENTITY ON WHOSE BEHALF YOU HAVE DONE SO. IN THE EVENT THAT YOU OR YOUR EMPLOYER HAVE A CURRENT AND VALID NEGOTIATED LICENSE AGREEMENT ON FILE WITH ALTAIR (“MASTER AGREEMENT”), THEN SUCH MASTER AGREEMENT SHALL TAKE PRECEDENCE OVER THIS AGREEMENT.
This AGREEMENT is between ALTAIR ENGINEERING, INC. or its authorized resellers (“Altair”), and you (the “Licensee”). Altair and Licensee, intending to be legally bound, hereby agree as follows:
1. DEFINITIONS. In addition to terms defined elsewhere in this Agreement, the following terms shall have the meanings defined below for purposes of this Agreement:
Additional Terms. Additional Terms, if any, are those terms and conditions which are determined by an Altair subsidiary or affiliate to meet local market conditions.
Documentation. Documentation provided by Altair or its resellers on any media for use with the Products.
Execute. To load Software into a computer's RAM or other primary memory for execution by the computer.
Global Zone. Software is licensed based on three Global Zones: the Americas, Europe and Asia-Pacific. When Licensee has Licensed Computers located in multiple Global Zones, which are connected to a single License (Network) Server, a premium is applied to the standard Software license pricing for a single Global Zone.
ISV/Independent Software Vendor. An independent software company that provides its products, (“ISV Software”) to Altair’s Licensees through the Altair License Management System using License Units.
License Management System. The license management system (“LMS”) that accompanies the Products and limits its use in accordance with this Agreement, and which includes a Transaction Log File.
License (Network) Server. A network server that (i) Licensee owns or leases or (ii) is accessible by Licensee through hosted or cloud-based computing resources, which is identified by HostID.
License Unit. A parameter used by the LMS to determine usage of the Products permitted under this Agreement at any one time.
Licensed Computer. A computer located in a licensed Global Zone which has been authorized by Licensee to connect to, or otherwise access, such License (Network) Server through Licensee controlled local area network or Licensee’s private wide-area network.
Maintenance Release. Any updates or releases of the Products made generally available by Altair
Permitted Users. Permitted Users are Licensee’s employees and onsite contractors 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 Products in strict compliance with the terms of this Agreement.
Products. Products include Altair Software, ISV Software, and/or Suppliers’ software; and Documentation related to all of the forgoing.
Proprietary Rights Notices. Patent, copyright, trademark or other proprietary rights notices applied to the Products, packaging or media.
Software. The Altair software licensed to Licensee and any Updates or Maintenance Releases.
Suppliers. Any person, corporation or other legal entity which may provide software or documents which are included in the Software.
Support. The maintenance and support services provided by Altair pursuant to this Agreement.
Templates. Human readable ASCII files containing machine-interpretable commands for use with the Software.
Term. The term of licenses granted under this Agreement. Unless otherwise stated in an order, annual licenses shall have a 12-month term of use and perpetual licenses shall have a term of twenty-five years. Maintenance agreements for perpetual licenses have a 12-month term.
Transaction Log File. A computer file generated by the LMS that gathers and reports anonymized usage information of the Products.
Update. A new version of the Products made generally available by Altair to its licensees that includes additional features or functionalities but is substantially the same computer code as the existing Products.
2. LICENSE GRANT. Subject to the terms and conditions of this Agreement, Altair hereby grants Licensee, and Licensee hereby accepts, a limited, non-exclusive, non-transferable license to: a) install or access the license file and the LMS software on the License (Network) Server(s) identified on an order for use only on Licensed Computers; b) Execute the Products on Licensed Computers in accordance with the LMS for use solely by Licensee’s Permitted Users, for Licensee’s internal business use only; c) make backup copies of the Products, provided that Altair’s and its Suppliers’ and ISV’s Proprietary Rights Notices are reproduced on each such backup copy; d) freely modify and use Templates, and create interfaces to Licensee’s proprietary software for internal use only using application programming interfaces (“APIs”) provided with the Products, and any such modifications or use of any API shall not be subject to Altair’s warranties, indemnities, support or other Altair obligations under this Agreement; and e) copy and distribute Documentation inside Licensee’s organization exclusively for use by Licensee’s Permitted Users. Licensee shall be liable for any use or modification of the Products by its Permitted Users. A copy of the License Log File shall be made available to Altair automatically on no less than a monthly basis.
RESTRICTIONS ON USE. Notwithstanding the foregoing license grant, Licensee shall not do (or allow others to do) any of the following: a) install, use, copy, modify, merge, or transfer copies of the Products, except as expressly authorized in this Agreement; b) use any back-up copies of the Products for any purpose other than to replace the original copy provided by Altair in the event it is destroyed or damaged; c) disassemble, decompile or “unlock”, reverse translate, reverse engineer, or in any manner decode the Products for any reason; d) sublicense, sell, lend, assign, rent, distribute, publicly display or publicly perform the Products or Licensee’s rights under this Agreement; e) allow the license file and LMS software to be installed on a License (Network) Server outside the Global Zone(s) or User Sites identified on an order f) allow third parties to access or use the Products such as through a service bureau, wide area network, Internet location or time-sharing arrangement; g) remove any Proprietary Rights Notices from the Products; h) disable or circumvent the LMS provided with the Products; or (i) link any software developed, tested or supported by Licensee or third parties to the Products (except for Licensee’s own proprietary software solely for Licensee's internal use in accordance with Section 2(d)). The Products licensed hereunder may not be used for the design, development, production or use of nuclear, chemical or biological weapons or missiles unless Licensee has first obtained all required approvals and export licenses as may be required by the US Government.
3. OWNERSHIP AND CONFIDENTIALITY. Licensee acknowledges that all applicable rights in patents, copyrights, trademarks, service marks, and trade secrets embodied in the Products are owned by Altair and/or its Suppliers or ISVs. Licensee further acknowledges that the Products, and all copies thereof, are and shall remain the sole and exclusive property of Altair and/or its Suppliers and ISVs. This Agreement is a license and not a sale of the Products. Altair and/or its Suppliers and ISVs retain all rights in the Products not expressly granted to Licensee herein. Licensee acknowledges that the Products are confidential and constitute valuable assets and trade secrets of Altair and/or its Suppliers and ISVs. Licensee agrees to take the same precautions necessary to protect and maintain the confidentiality of the Products as it does to protect its own information of a confidential nature but in any event, no less than a reasonable degree of care, and shall not disclose or make them available to any person or entity except as expressly provided in this Agreement. Licensee shall promptly notify Altair in the event any unauthorized person obtains access to the Products. If Licensee is required by any governmental authority or court of law to disclose Altair’s or its ISVs’ or its Suppliers’ confidential information, then Licensee shall immediately notify Altair before making such disclosure so that Altair may seek a protective order or other appropriate relief. Altair’s Suppliers and ISVs, as third-party beneficiaries, shall be entitled to enforce the terms of this Agreement directly against Licensee as necessary to protect their applicable intellectual property rights.
Altair and its resellers providing support and training to Licensee shall keep confidential all Licensee information provided to Altair in order for Altair to provide Support and training to Licensee. Licensee information shall be used only for the purpose of assisting Licensee in its use of the licensed Products. Altair agrees to take the same precautions necessary to protect and maintain the confidentiality of the Licensee information as it does to protect its own information of a confidential nature but in any event, no less than a reasonable degree of care, and shall not disclose or make them available to any person or entity except as expressly provided in this Agreement.
5. MAINTENANCE AND SUPPORT. Altair may make available Maintenance Releases and Updates to its Products from time to time. Licensee and its Permitted Users may install and use such Maintenance Releases and Updates under the license granted in Section 2 of this Agreement. Altair does not promise that there will be a certain number of Updates (or any Updates) during a particular year. Licensee agrees to install Maintenance Releases and Updates promptly after receipt from Altair. Maintenance Releases and Updates are subject to this Agreement. Altair shall only be obligated to provide support and maintenance for the most current release of the Software and the most recent prior release. Support. Altair will provide support via telephone and email to Licensee at the fees, if any, as listed on an order. If Support has not been procured for any period of time for paid-up licenses, a reinstatement fee may apply. Licensee agrees to provide Altair with sufficient information to resolve technical issues as may be reasonably requested by Altair. Licensee agrees to the best of its abilities to read, comprehend and follow operating instructions and procedures as specified in, but not limited to, Altair’s Documentation and other correspondence related to the Software, and to follow procedures and recommendations provided by Altair to Licensee in an effort to correct problems. Licensee also agrees to notify Altair of a programming error, malfunction and other problems in accordance with Altair’s then current problem reporting procedure. If Altair believes that a problem reported by Licensee may not be due to an error in the Software, Altair will so notify Licensee. Questions must be directed to Altair’s specially designated telephone support numbers and email addresses. Support will also be available via email at Internet addresses designated by Altair. Support is available Monday through Friday (excluding holidays) from 8:00 a.m. to 5:00 p.m local time in the Global Zone where licensed, unless stated otherwise on the applicable order. Exclusions. Altair shall have no obligation to maintain or support (a) altered, damaged or Licensee-modified Software, or any portion of the Software incorporated with or into other software not provided by Altair; (b) any version of the Software other than the current version of the Software or the immediately prior release of the Software; (c) problems caused by Licensee’s negligence, abuse, or misapplication of Software or use of the Software in a manner not specified in the Documentation; (d) problems beyond the reasonable control of Altair; (e) any support issue that is not reproducible by Altair; or (f) Software installed on any hardware, operating system version or network environment that is not supported by Altair. Support also excludes configuration of hardware, non- Altair Software, and networking services; consulting services; general solution provider related services; and general computer system maintenance.
6. WARRANTY AND DISCLAIMER. Altair warrants for a period of ninety (90) days after Licensee initially receives the Software (the “Warranty Period”) that the Software will perform under normal use substantially as described in the then current Documentation. Supplier software and ISV software provided to Licensee shall be warranted as stated by the Supplier or the ISV. Copies of the Suppliers’ and ISV’s terms and conditions of warranty are available on the Altair Support website. Support services shall be provided in a workmanlike and professional manner, in accordance with the prevailing standard of care for consulting support engineers at the time and place the services are performed. Licensee’s exclusive remedy and Altair’s sole liability for Software that does not meet the warranty set forth in this Section 6 shall be, at Altair’s option, either (i) to correct the nonconforming Software within a reasonable time so that it conforms to the warranty; or (ii) to terminate this Agreement and refund to Licensee the license fees that Licensee has paid for the then current term for the nonconforming Software; provided, however that Licensee promptly notifies Altair of the problem in writing within the applicable Warranty Period when the problem first occurs. Any corrected Software shall be warranted in accordance with Section 6 for ninety (90) days after delivery to Licensee. The warranties hereunder are void if the Software has been improperly installed, misused, or if Licensee has materially violated the terms of this Agreement.
ALTAIR DOES NOT REPRESENT OR WARRANT THAT THE PRODUCTS WILL MEET LICENSEE’S REQUIREMENTS OR THAT THEIR OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE PRODUCTS WILL BE COMPATIBLE WITH ANY PARTICULAR HARDWARE OR SOFTWARE. ALTAIR EXCLUDES AND DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES NOT STATED HEREIN, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. THE ENTIRE RISK FOR THE PERFORMANCE, NON-PERFORMANCE OR RESULTS OBTAINED FROM USE OF THE PRODUCTS RESTS WITH LICENSEE AND NOT ALTAIR. ALTAIR MAKES NO WARRANTIES WITH RESPECT TO THE ACCURACY, COMPLETENESS, FUNCTIONALITY, SAFETY, PERFORMANCE, OR ANY OTHER ASPECT OF ANY DESIGN, PROTOTYPE OR FINAL PRODUCT DEVELOPED BY LICENSEE USING THE PRODUCTS.
7. INDEMNITY. Altair will defend and indemnify, at its expense, any claim made against Licensee by a third party based on an allegation that the Software infringes a patent or copyright (“Claim”); provided, that Licensee (i) has not materially breached the terms of this Agreement, (ii) notifies Altair in writing promptly after Licensee first learns of the Claim; and (iii) reasonably cooperate in the defense of the Claim. Altair shall have sole control over such defense; provided, however, that Altair may not enter into any settlement binding upon Licensee without Licensee’s consent, which shall not be unreasonably withheld. If a Claim is made, Altair may modify the Software to avoid the alleged infringement, provided however, that such modifications do not materially diminish the Software's functionality. If such modifications are not commercially reasonable or technically possible, Altair may terminate this Agreement and refund to Licensee the prorated license fee that Licensee paid for the then current term for Annual Licenses. Perpetual Licenses shall be pro-rated over a 36-month term. Altair shall have no indemnification obligation under this Section 7, if the alleged infringement arises from: (i) Altair’s compliance with specifications or instructions prescribed by Licensee, (ii) modification of the Software by Licensee, (iii) use of the Software in combination with other software not provided by Altair and which use is not specifically described in the Documentation, or (iv) Licensee is not using the most current version of the Software, if such alleged infringement would not have occurred except for such exclusions listed here. This section 7 states Altair's entire liability to Licensee in the event a Claim is made. No indemnification is made for Supplier and/or ISV Software.
8. LIMITATION OF REMEDIES AND LIABILITY. With the exception of Claims under Section 7, Altair’s entire liability for all claims arising under or related in any way to this Agreement (regardless of legal theory), shall be limited to direct damages, and shall not exceed, in the aggregate for all claims, the license and maintenance fees paid under this Agreement by Licensee in the 12 months prior to the claim. ALTAIR AND ITS SUPPLIERS AND ISVS SHALL NOT BE LIABLE TO LICENSEE OR ANYONE ELSE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING HEREUNDER (INCLUDING LOSS OF PROFITS OR DATA, DEFECTS IN DESIGN OR PRODUCTS CREATED USING THE PRODUCTS, OR ANY INJURY OR DAMAGE RESULTING FROM SUCH DEFECTS, SUFFERED BY LICENSEE OR ANY THIRD PARTY) EVEN IF ALTAIR OR ITS SUPPLIERS OR ITS ISVS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. The Products provided hereunder are only an aid in Licensee’s (i) development of Licensee’s products or (ii) data analysis and are not intended to be a substitute for sound engineering judgement, independent testing of physical prototypes, careful numerical review or sound business judgement. Licensee acknowledges that Licensee is solely responsible for the (i) adequacy and accuracy of the input of data for use with the Products and (ii) output data generated from such use of the Products, and agrees to defend, indemnify, and hold harmless Altair and its Suppliers and ISVs from any and all claims, including reasonable attorney’s fees, resulting from, or in connection with Licensee’s use of the Products, except for any Claim under Section 7. No action, regardless of form, arising out of the transactions under this Agreement may be brought by either party against the other more than two (2) years after the cause of action has accrued, except for actions related to unpaid fees.
9. UNITED STATES GOVERNMENT RESTRICTED RIGHTS. This section applies to all acquisitions of Products by or for the United States federal government. By accepting delivery of the Products, the Licensee hereby agrees that the Products qualify as “commercial computer software” as that term is defined in Federal Acquisition Regulation (FAR) 2.101 and Department of Defense FAR Supplement (DFARS) clause 252.227-7014(a)(1), as applicable, and the Government shall have only the rights in the Products specified in this Agreement in accordance with FAR 12.212 and DFARS 227.7202-3(a), as applicable. This Agreement supersedes any contrary terms or conditions, including, without limitation, any noncommercial computer software FAR, DFARS, or other FAR agency supplemental clauses contained in any purchase order, statement of work, contract, or other document. If any provision of this Agreement is unacceptable to the government, Altair may be contacted at Altair Engineering, Inc., 1820 E. Big Beaver Road, Troy, MI 48083-2031; telephone (248) 614–2400. If any provision of this Agreement violates applicable federal law or does not meet the government’s actual, minimum needs, the Licensee agrees to return the Products for a full refund.
10. CHOICE OF LAW AND VENUE. This Agreement shall be governed by and construed under the laws of the state of Michigan, without regard to that state's conflict of laws principles except if the state of Michigan adopts the Uniform Computer Information Transactions Act drafted by the National Conference of Commissioners of Uniform State Laws as revised or amended as of June 30, 2002 (“UCITA”) which is specifically excluded. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. Each party waives its right to a jury trial in the event of any dispute arising under or relating to this Agreement. Each party agrees that money damages may not be an adequate remedy for breach of the provisions of this Agreement, and in the event of such breach, the aggrieved party shall be entitled to seek specific performance and/or injunctive relief (without posting a bond or other security) in order to enforce or prevent any violation of this Agreement.
11. PAYMENT. Licensee shall pay in full the fee for licensed Software and Support within thirty (30) days of receipt of the invoice. Past due fees shall bear interest at the rate of one and a half percent (1.5%) per month.
Fees do not include taxes or duties and Licensee is responsible for paying (or for reimbursing Altair if Altair is required to pay) any federal, state or local taxes, or duties imposed on this License or the possession or use by Licensee of the Software excluding, however, all taxes on or measured by Altair’s net income. Altair shall be entitled to its reasonable costs of collection (including attorneys fees and interest) if license fees are not paid to it on a timely basis.
Payment Address: Payable in US-Dollar currency to:
Altair Engineering, Inc.
P.O. Box 77000
Detroit, MI 48277-1419
12. TERM. This Agreement shall be effective as of the Effective Date and shall remain in effect until terminated as provided herein. Annual Licenses and Support provided for perpetual Licenses may be renewed upon acceptance of a new order (each, a “Renewal Term”) by Licensee. All charges and fees for each Renewal Term shall be set forth in an order for each Renewal Term. All Software licenses procured by Licensee may be made coterminous at the written request of Licensee and the consent of Altair.
13. TERMINATION. Either party may terminate this Agreement upon thirty (30) days prior written notice upon the occurrence of a default or material breach by the other party of its obligations under this Agreement. Altair may terminate this Agreement immediately) if such default or breach continues for more than thirty (30) days after receipt of such notice. Upon termination of this Agreement, Licensee must cease using the Software and, at Altair’s option, return all copies to Altair, or certify it has destroyed all such copies of the Software and Documentation.
14. GENERAL PROVISIONS. Export Controls. Licensee acknowledges that the Products may be subject to the export control laws and regulations of the United States and other countries. Licensee agrees that Licensee will not directly or indirectly export the Products into any country or use the Products in any manner except in compliance with all applicable U.S. and other countries export laws and regulations. Notice. All notices given by one party to the other under the Agreement shall be sent by certified mail, return receipt requested, or by overnight courier, to the respective addresses set forth in this Agreement or to such other address either party has specified in writing to the other. All notices shall be deemed given upon actual receipt. Assignment. Neither party shall assign this Agreement without the prior written consent of other party, which shall not be unreasonably withheld. All terms and conditions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Waiver. The failure of a party to enforce at any time any of the provisions of this Agreement shall not be construed to be a waiver of the right of the party thereafter to enforce any such provisions. Severability. If any provision of this Agreement is found void and unenforceable, 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. Headings. The section headings contained in this Agreement are for convenience only and shall not be of any effect in constructing the meanings of the Sections. Modification. No change or modification of this Agreement will be valid unless it is in writing and is signed by a duly authorized representative of each party. Conflict. In the event of any conflict between the terms of this Agreement and any terms and conditions on a Licensee Purchase Order, the terms of this Agreement shall prevail. Moreover, each party agrees any additional terms on any Purchase Order or comparable document other than the transaction items of (a) item(s) ordered; (b) pricing; (c) quantity; (d) delivery instructions and (e) invoicing directions, are not binding on the parties. In the event of a conflict between the terms of this Agreement, and any currently valid Additional Terms, such Additional Terms shall take precedence. Entire Agreement. This Agreement, and any currently valid Additional Terms attached hereto constitute the entire understanding between the parties related to the subject matter hereto, and supersedes all proposals or prior agreements, whether written or oral, and all other communications between the parties with respect to such subject matter. This Agreement may be executed in one or more counterparts, all of which together shall constitute one and the same instrument. Execution. Either party may request this Agreement to be executed in counterpart. This Agreement may be executed, scanned and transmitted electronically and electronic or digital signatures affixed thereto shall be deemed original signatures for purposes of this Agreement and all matters related thereto, with such scanned and electronic signatures having the same legal effect as original signatures.
Revised April 2020