Artelys Kalis SOFTWARE LICENSE AGREEMENT

This document contains the license agreement of Artelys Kalis and all its components and documentation, either printed on a physical support or under electronic format (reference manuals, user guides, etc), designated below as a whole as the SOFTWARE PRODUCT. Prior to installing and using the SOFTWARE PRODUCT, one should read carefully all the terms and conditions of this agreement between the provider of the software, ARTELYS S.A., and the user of the software, designated below as "the LICENSEE". By using the SOFTWARE PRODUCT, the LICENSEE agrees to be bound by all the terms and conditions of this license agreement. If you do not agree with these terms and conditions, please immediately delete the electronic files containing the SOFTWARE PRODUCT and its documentation. ARTELYS S.A. is willing to license the SOFTWARE PRODUCT to LICENSEE only at the condition that the LICENSEE accepts all the terms contained in this license agreement.

1. PRODUCT VERSIONS AND LICENSES

a) STUDENT VERSION: this version of the software is limited in problem size (at most 150 variables and 400 constraints). It can only be used under the terms of the STUDENT LICENSE (as detailed below in section 3).

b) STANDARD VERSION: the version of the SOFTWARE PRODUCT contains all the functionalities without any restriction on the problem size. Four licensing options are available:

- the COMMERCIAL TRIAL LICENSE, which is intended to be used in a commercial context (as detailed below in section 3) and is limited to a duration of one month;

- the COMMERCIAL STANDARD LICENSE, which is intended to be used in a commercial context (as detailed below in section 3) and has an unlimited duration;

- the ACADEMIC TRIAL LICENSE, which is intended to be used in an academic context (as detailed below in section 3) and is limited to a duration of one month;

- the ACADEMIC STANDARD LICENSE, which is intended to be used in an academic context (as detailed below in section 3) and has an unlimited duration.

2. OWNERSHIP AND LICENSE

This is a SOFTWARE PRODUCT package license Agreement. ARTELYS S.A. continues to own the copy of the SOFTWARE PRODUCT used by the LICENSEE and all other copies that the LICENSEE is authorized by the Agreement to make. The LICENSEE's rights to use the SOFTWARE PRODUCT are specified in this Agreement, and ARTELYS S.A. retains all rights not expressly granted to the LICENSEE in this Agreement.

3. RIGHTS GRANTED

ARTELYS S.A. grants the LICENSEE, a personal non-exclusive and non-transferable right to use the SOFTWARE PRODUCT. The SOFTWARE PRODUCT may include one or more libraries, files or other items for distribution. ARTELYS S.A. grants the LICENSEE the right to use these libraries, files and other items provided the LICENSEE comply with the terms of this agreement, on the basis of the licenses given by its suppliers.

Under the terms of any of the five licenses described in Section 1, the LICENSEE may:

a) Use one copy of the SOFTWARE PRODUCT on one computer at one time.

b) Make one (1) copy of the SOFTWARE PRODUCT for back-up and archival purpose, provided that the LICENSEE reproduces all the copyright, trademark and other proprietary notices which appear on or in the SOFTWARE PRODUCT. The copy is subject to the terms of the present contract.

Under the terms of all five licenses described in Section 1, the LICENSEE may not:

a) Rent, share the SOFTWARE PRODUCT or grant any kind of rights, regarding the SOFTWARE PRODUCT or any portion thereof in any form to any third party without the prior consent of ARTELYS S.A., which, if given, is subject to the conferee's consent to the terms and conditions of this license.

b) Modify, translate, reverse-engineer, decompile, disassemble partially or completely the SOFTWARE PRODUCT. If interoperability problems between the SOFTWARE PRODUCT and other computer programs are encountered, the LICENSEE accepts to inform ARTELYS S.A. and study with it the possible solutions.

c) Remove or alter any SOFTWARE PRODUCT identification, proprietary notice, labels or trademarks which appear on or in the SOFTWARE PRODUCT.

d) Use the back-up and archival copy (or allow anyone else to use such copy) for any purpose other than to replace the original copy in the event it is destroyed or becomes defective.

e) Reproduce all or part of the SOFTWARE PRODUCT documentation, or modify it, or include it in other documents. The LICENSEE could be liable for legal penalty for any violation of the Copyright consecutive to non respect of the terms of the present license. The LICENSEE is however authorized to print one copy of the documentation for his/her private use.

f) Make the SOFTWARE PRODUCT available over the Internet or any intranet or similar networking technology. In particular, unless explicitly stated by a separate license agreement, the LICENSEE shall not use the SOFTWARE PRODUCT on a server from remote terminals.

Under the terms of the STUDENT VERSION, the ACADEMIC TRIAL VERSION and the ACADEMIC STANDARD VERSION, the LICENSEE may only use the SOFTWARE PRODUCT, during the designated period, for educational purposes such as studies (as part of an academic training program), research and teaching. Technical and economical studies in a commercial context, as well as operational and for-profit use, are explicitly not allowed.

The LICENSEE recognizes that this license contract does not entitle him/her to correct errors, nor to get access to the SOFTWARE PRODUCT source code.

4. MULTIPLE CPU/CORE SYSTEMS

A PROCESS is defined as an instance of the SOFTWARE PRODUCT that is being executed at a given time.

Each of the five licenses described above in Section 1 can be either single-process or multiple-process, as follows.

- Single-process license: each license grants the LICENSEE the right to run one PROCESS of the SOFTWARE PRODUCT (ie, one concurrent copy) on a given, pre-specified machine at one time.

- Multiple-process license: each license grants the LICENSEE the right to run an unlimited number of simultaneous PROCESSES on a given computer or a set of computers (a cluster).

5. ANNUAL LICENSE MAINTENANCE AND SUPPORT SERVICES (ALMS)

Artelys offers an optional Annual License Maintenance and Support Service (ALMS); subscribing to ALMS provides the LICENSEE with access to the following products and services, for the duration of the subscription.

- Free software updates: all releases of the SOFTWARE PRODUCT occurring during the validity of the ALMS are provided for free to the LICENSEE.

- Free support: Artelys will endeavor to give advice in the area of features of the software that may result in enhanced performance. Consulting on formulation and other aspects of modelling is available at an additional charge.

6. LIMITED WARRANTY & LIABILITY

The SOFTWARE PRODUCT is provided "as is", without warranty of any kind, either express or implied and including but not limited to the warranties of performance, merchantability, fitness for any particular purpose and non-infringement to third party rights. More specifically, ARTELYS S.A. does not warrant that the functions included in the SOFTWARE PRODUCT will meet the LICENSEE's requirements or that the operation will be uninterrupted or error free.

The entire risk as to the use, quality, and performance of the SOFTWARE PRODUCT is with the LICENSEE. The LICENSEE is responsible for choosing the SOFTWARE PRODUCT and using it and will bear all the costs and necessary corrections. He/she should take all appropriate measures for protecting his/her data. Neither ARTELYS S.A. nor anyone else who has been involved in the design, production or distribution of the SOFTWARE PRODUCT will be liable for any incidental, consequential, direct or indirect damages caused to the LICENSEE, any user or third party, including but not limited, to the loss of profits, loss of data or any other financial loss arising from the use of the program or inability to use it even if ARTELYS S.A. has been notified of the possibility of such damages. The previous provisions constitute the only guarantee given by ARTELYS S.A. for the SOFTWARE PRODUCT, and exclude any other guarantee, explicit or implicit, including but not limited to the guarantee that the SOFTWARE PRODUCT is adequate for any particular use.

7. NO OBLIGATION

ARTELYS S.A. is under no obligation to develop, maintain or market the SOFTWARE PRODUCT. Future versions of the SOFTWARE PRODUCT, if any, may not be compatible with the current release of the SOFTWARE PRODUCT.

6. INTELLECTUAL PROPERTY

The SOFTWARE PRODUCT is the intellectual property of ARTELYS S.A. and/or its suppliers protected as such by French copyright law, international treaty provisions, and applicable laws of the country in which it is being used. Trademarks, logos and trade-names quoted in the agreement, on or in the SOFTWARE PRODUCT are the properties of their respective owners. Any reproduction (whether full or partial) of the SOFTWARE PRODUCT is only granted at the absolute condition that it contains all the legal specifications of the SOFTWARE PRODUCT property.

7. CONFIDENTIALITY

The structure and organization of the SOFTWARE PRODUCT are valuable trade secrets and confidential information of ARTELYS S.A. and its suppliers. The LICENSEE commits him/herself to keep confidential these secrets for the duration of the present license Agreement and five (5) additional years from its termination date.

8. TERM & TERMINATION

This license is effective until terminated. You may terminate it at any time by destroying the SOFTWARE PRODUCT and all copied and returning all product materials and copy protections device(s) if applicable to ARTELYS S.A. If you downloaded or received a trial version of the SOFTWARE PRODUCT which is time disabled, this license Agreement will automatically terminate upon expiration of the applicable trial period. The license will also terminate upon conditions set forth elsewhere in this agreement or if you fail to comply with any term or condition of this agreement.

9. MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held to be unenforceable upon a definite legal, statutory or judicial provision, the remainder of this Agreement shall continue in full force and effect. This is the entire Agreement between ARTELYS S.A. and the LICENSEE relating to the SOFTWARE PRODUCT. This Agreement supersedes any verbal or written prior Agreement concerning it. The relationship between ARTELYS S.A. and the LICENSEE is that of LICENSOR/LICENSEE. In all matters relating to the present Agreement, the LICENSEE will act as an independent contractor. This Agreement will be governed by the French law. Any dispute, controversy or claim arising out of or related to this Agreement shall be settled by the Tribunal de Grande Instance de Paris.

THE LICENSEE ACKNOWLEDGES TO HAVE READ, UNDERSTOOD AND AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF THE AGREEMENT PRINTED ABOVE.

Should the LICENSEE have any questions concerning this Agreement or wish to request any information, please contact ARTELYS S.A. (http://www.artelys.com).

2001-2014 ARTELYS S.A. All Rights Reserved.