Artelys

End-User License Agreement for Artelys Knitro®

IMPORTANT, READ CAREFULLY: This type of license is issued by Artelys when Artelys Knitro® is to be used by an end-user or customer of Artelys. The license granted hereunder does not permit Artelys Knitro® to be sold or used as part of a third-party software package or transferred other than as expressly provided hereunder.

THIS END-USER LICENSE AGREEMENT (the "Agreement") is a legal agreement between you (either an individual or a single entity) and Artelys SA or its subsidiaries ("Artelys") for the Artelys Knitro® non-linear optimization software that accompanies this Agreement (the "Software"). This Agreement does not relate to any media, documentation, information or services that you may otherwise obtain or receive from Artelys, nor does this Agreement relate to any information or data obtained by you for use with the Software, including any mathematical information, formulas, data or other information, whether obtained in electronic form or manually inputted, or the results generated by your use of the Software (collectively, "Ancillary Data"). An amendment or addendum to this Agreement may accompany the Software.

BY INSTALLING, COPYING, OR USING THE SOFTWARE YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE, DO NOT INSTALL, COPY, OR USE THE SOFTWARE. ANY USE OF THE SOFTWARE WILL BE DEEMED TO REPRESENT YOUR ACCEPTANCE OF THE SOFTWARE AND CONSENT TO BE BOUND BY THE TERMS OF THIS AGREEMENT.

1. GRANT OF LICENSE.

Provided that you comply with all of the terms and conditions of this Agreement, Artelys grants you a non- exclusive, non-transferable, non-sublicensable, and terminable right and license to use the object code version of the Software for your internal business purposes, and only within the United States unless and until you have complied with all applicable export restrictions of the United States, and all applicable import restrictions, if any, of the country in which you intend to use the Software. This license includes the following rights:

1.1 INSTALLATION AND USE.

You may:
(i) install and use one (1) copy of the Software on one (1) personal computer or other device at any one (1) time; or
(ii) copy the Software into the local memory or storage device of a computer that you are currently using; or
(iii) install a copy of the Software on a network storage device, such as a local area network ("LAN") or secure intranet, and allow one (1) access device, such as a personal computer, to access and use that licensed copy of the Software over a private network (however, additional devices may not access and use the Software unless you have licensed the use of the Software on such additional devices); or
(iv) make archival or back-up copies of the Software for archival or back-up purposes only.
No other use or copying of the Software is permitted under this Agreement. Once installed, the Software cannot be installed or transferred to an additional or different computer or other device other than as expressly provided in this Agreement.

1.2 LICENSE GRANT FOR DOCUMENTATION.

The documentation that accompanies the Software, if any, is licensed for your internal, non-commercial reference purposes only.

1.3 NO LICENSE FOR ANCILLARY DATA.

Use of the Software contemplates that you will obtain, and input into the Software, Ancillary Data. The license granted under this Agreement does not include any rights to any Ancillary Data. You are solely responsible for entering into any commercial agreements required to obtain such Ancillary Data to be inputted into the Software and for assuring that all such Ancillary Data is inputted correctly and accurately. The Software contains no features for assuring that any Ancillary Data that is inputted is correct or accurate.

1.4 LICENSE FEE.

In exchange for your use of the Software as set forth in this Agreement, you hereby agree to pay the fees and costs (collectively, the "License Fees") set forth in a separate document furnished to you by Artelys (or a distributor) on or before the date hereof, the receipt of which you hereby acknowledge, and the terms of which are hereby incorporated by this reference into this Agreement; provided, however, that if you were given a free trial version of the Software by Artelys (or a distributor), you are not obligated to pay such fees, but all other terms and conditions of this Agreement still apply to your use of the Software and related documentation and media.

2. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS

2.1 MANDATORY ACTIVATION.

There are technological measures in the Software that are designed to prevent unlicensed use of the Software. Depending on the nature of the license granted, you may not be able to exercise your rights to the Software under this Agreement after a finite number of product launches, or after a certain period of time has expired following your initial installation of the Software, unless you activate or renew your copy of the Software in the manner described during the launch sequence. This may require you to obtain from Artelys an additional password, key or other access identifier not included with the Software. You may also need to reactivate the Software if you modify your computer hardware or attempt to alter the Software. If you are not using a licensed copy of the Software, you are not allowed to install the Software and will not be entitled to receive continued use of the Software.

2.2 SERVICES.

Artelys may offer certain services for use in connection with the Software, including product support. You may not use any Artelys services associated with the Software in any manner that could damage, disable, overburden, or impair such services or interfere with any other party's use and enjoyment of them. You may not attempt to gain unauthorized access to any service, account, computer systems or networks associated with the services.

2.3 LIMITATIONS ON COMMERCIAL USE.

If the license for the Software is designated as something other than a commercial license, including academic or research licenses, student licenses, or certain free promotional licenses, then you may not use the license for commercial gain or purpose. Moreover, if the license is designated as a trial or evaluation license, then it may only be used during the designated trial period for evaluation purposes and may not be used for commercial gain or profit. Only a license specifically designated as a commercial license may be used for commercial purposes. The license type may be designated in a separate document including the license fees or may appear in the printed output of the Software.

3. RESERVATION OF RIGHTS AND OWNERSHIP.

Artelys reserves all rights not expressly granted to you in this Agreement. The Software is protected by copyright and other intellectual property laws and international treaties. The Software, and all modifications thereto and derivatives thereof, is owned and copyrighted by Northwestern University and Artelys SA. Artelys SA and Northwestern University own all right, title, interest, copyright, and other intellectual property rights in and to the Software, and all modifications thereto and derivatives thereof. Artelys has an exclusive license to distribute the Software. Your use of the Software and associated documentation is subject to the applicable copyright laws and the expressed rights and restrictions of these terms. The Software is licensed, not sold. This Agreement does not grant you any rights to trademarks or service marks of Artelys.

4. LIMITATIONS ON REVERSE ENGINEERING, DECOMPILATION, DISASSEMBLY, USE, COPYING, MODIFICATION, LEASING, SUBLICENSING, TRANSFERRING, ASSIGNMENT, ETC.

You may not, nor permit any other person under your control or direction, to do any of the following: (i) reverse engineer, decompile, or disassemble the Software (including the Formulas or any of the documentation) for any reason; (ii) reduce the Software to a human perceivable form (or permit any other person to do any of the foregoing); (iii) use, copy, modify, or transfer the Software or any copy, modification or merged portion thereof, in whole or in part, except as expressly permitted by this Agreement; (iv) rent, lease, lend, sublicense, collateralize, assign, or otherwise transfer, in whole or in part, the Software, except as expressly permitted by this Agreement; (v) make the Software available to others over the Internet or similar networking technology; (vi) make the Software available to others over any intranet or similar networking technology; (vii) attempt to use the Software, or any copy, modification or merged portion, in whole or in part, without the copy protection device, if applicable, being attached to the computer running the Software; (viii) avoid, or attempt to avoid, any applicable time limitation or problem size limitation or other limitation as to use of the Software; (ix) remove or alter any copyright, trademark, or other proprietary notices from the Software, any accompanying documentation or related media; or (x) provide commercial hosting services with, or involving the use of, the Software.

5. ADDITIONAL SOFTWARE; UPDATES.

Unless superseded by a separate license or agreement, this Agreement relates to the Software with which the Agreement has been delivered, as well as all updates, supplements, add-on components, or Internet-based components that Artelys may provide or make available to you after the date you obtain your initial copy of the Software.

6. EXPORT RESTRICTIONS.

You acknowledge that the Software is subject to United States export jurisdiction. You agree to comply with all applicable international and national laws that apply to the Software, including the U.S. Export Administration Regulations and regulations of the Bureau of Industry and Security, as well as end-user, end-use, and destination restrictions issued by the United States and other governments.

7. SEPARATION OF COMPONENTS.

The Software is licensed as a single product. Its component parts may not be separated for use on more than one computer or other device.

8. UNAUTHORIZED USES.

In the event you gain knowledge of any use of the Software licensed under this Agreement that does not comply with the rights and limitations of this Agreement, you will notify Artelys immediately of such activity, and provide reasonable assistance to Artelys in the investigation and prosecution of such activity.

9. TERM AND TERMINATION.

Your right to use the Software and this Agreement are effective until terminated. For certain license types, including trial, evaluation and student licenses, this Agreement, and your right to use the Software, may be terminated by Artelys automatically and without further notice after a finite number of product launches, or after a certain period of time has expired following your initial installation of the Software. In addition, without prejudice to any other rights, Artelys may terminate this Agreement if you fail to comply with the terms and conditions of this Agreement, including by your transferring possession of any copy, modification or merged portion of the Software to another party. You may terminate this Agreement and your right to use the Software at any time by destroying the Software and all copies thereof and returning all product materials, copy protection device(s), if applicable, to Artelys. Notwithstanding the foregoing, if you received a trial version of the Software which is time disabled, this Agreement will automatically terminate upon expiration of the applicable trial period. You agree upon termination of this Agreement to destroy the Software together with all copies, modifications and merged portions in any form and to return the copy protection device(s), if applicable, to Artelys.

10. DISCLAIMER OF WARRANTIES. ARTELYS WARRANTS THAT THE SOFTWARE WILL PERFORM SUBSTANTIALLY AS DESCRIBED IN THE DOCUMENTATION ACCOMPANYING THE SOFTWARE FOR A PERIOD OF NINETY (90) DAYS FROM DOWNLOADING OR ACTIVATION (THE "WARRANTY PERIOD"). OTHER THAN THIS LIMITED WARRANTY, ARTELYS DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PROGRAM WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE PROGRAM WILL BE UNINTERRUPTED OR ERROR FREE. WHILE ARTELYS HAS ATTEMPTED TO ASSURE THAT USE OF THE SOFTWARE WILL NOT RESULT IN ANY ERRORS OR MISCALCULATIONS, ARTELYS IS NOT RESPONSIBLE IN THE EVENT ANY ERRORS OR MISCALCULATIONS OCCUR. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE PROGRAM IS WITH YOU; AND YOU ASSUME ALL RESPONSIBILITY FOR THE SELECTION OF THE SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE INSTALLATION, USE AND RESULTS OBTAINED FROM THE SOFTWARE. ARTELYS PROVIDES THE SOFTWARE AND DOCUMENTATION AS IS AND WITH ALL FAULTS, AND HEREBY DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY (IF ANY) IMPLIED WARRANTIES, DUTIES OR CONDITIONS OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF RELIABILITY OR AVAILABILITY, OF ACCURACY OR COMPLETENESS OF RESPONSES, OF RESULTS, OF WORKMANLIKE EFFORT, OF LACK OF VIRUSES, AND OF LACK OF NEGLIGENCE WITH REGARD TO THE SOFTWARE. THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT WITH REGARD TO THE SOFTWARE.

In the event you identify any feature or function that is believed by you to be inoperable or does not work as expected, your sole and exclusive remedy is to terminate your use of the Software, remove it from any computer or other device on which you have installed it, and contact Artelys for a replacement or a refund of the purchase price as set forth in Section 11 hereof. While you may wish to report the related feature or function, Artelys has absolutely no obligation to undertake to correct or repair any aspect of the Software. Further, Artelys is under no obligation to develop, maintain or market the Software. Future versions of the Software, if any, may not be compatible with the current release of the Software.

11. LIMITATION ON REMEDIES; NO CONSEQUENTIAL OR OTHER DAMAGES.

11.1 YOU ARE NOT ENTITLED TO ANY DAMAGES OR PAYMENTS, INCLUDING BUT NOT LIMITED TO DIRECT OR CONSEQUENTIAL DAMAGES, ARISING FROM YOUR USE OF THE SOFTWARE. THE SOFTWARE IS PROVIDED TO YOU FOR YOUR CONVENIENCE AND ARTELYS ACCEPTS NO LIABILITY FOR ANY DAMAGES YOU EXPERIENCE IN THE USE OF THE SOFTWARE. SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

11.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ARTELYS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS AGREEMENT, EVEN IN THE EVENT OF ANY FAULT, TORT (INCLUDING NEGLIGENCE), MISREPRESENTATION, STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF ARTELYS, AND EVEN IF ARTELYS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.3 NOTWITHSTANDING ANY DAMAGES THAT YOU MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED HEREIN AND ALL DIRECT OR GENERAL DAMAGES IN CONTRACT OR ANYTHING ELSE), THE ENTIRE LIABILITY OF ARTELYS UNDER ANY PROVISION OF THIS AGREEMENT AND YOUR EXCLUSIVE REMEDY HEREUNDER SHALL BE, AT THE OPTION OF ARTELYS, EITHER: (I) REPAIR OR REPLACEMENT OF THE NON-CONFORMING SOFTWARE, OR (II) REFUND OF YOUR PURCHASE PRICE. THIS WARRANTY AND REMEDY ARE SUBJECT TO YOUR RETURNING THE SOFTWARE DURING THE WARRANTY PERIOD TO ARTELYS IN THE COUNTRY IN WHICH YOU OBTAINED THE SOFTWARE. THE ABOVE WARRANTIES ARE YOUR EXCLUSIVE WARRANTIES AND NO OTHER WARRANTY, EXPRESS OR IMPLIED, WILL APPLY. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS (INCLUDING SECTIONS 10 AND 11 HEREOF) SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.

12. APPLICABLE LAW; VENUE; WAIVER OF JURY.

This Agreement is governed by the laws of the State of Illinois, United States of America and, in respect of any dispute which may arise hereunder. You hereby consent to the exclusive jurisdiction of the federal and state courts sitting in Cook County, Illinois, United States of America for all matters arising under this Agreement and the interpretation thereof, or in connection with your use or purchase of the Software. YOU HEREBY AGREE TO WAIVE ANY RIGHT TO A TRIAL BY JURY THAT YOU MAY HAVE UNDER THE LAWS OF THE STATE OF ILLINOIS, THE UNITED STATES OF AMERICA, OR ELSEWHERE IN CONNECTION WITH ANY MATTER BROUGHT UNDER THIS AGREEMENT OR THE INTERPRETATION THEREOF, OR IN CONNECTION WITH YOUR PURCHASE OR USE OF THE SOFTWARE.

13. CUSTOMER SUPPORT SERVICES.

During the Warranty Period, Artelys will provide maintenance and support services in connection with your use of the Software for no additional charge as set forth in a separate document furnished by Artelys (or a distributor) to you on or before the date hereof, the receipt of which you hereby acknowledge and the terms of which are hereby incorporated by this reference into this Agreement. Thereafter, annual license maintenance and support ("ALMS") services are available for payment of an additional annual fee. If you did not pay for the Software because you were issued a free trial version of the Software or otherwise, then Artelys is not obligated to provide any maintenance or support services in connection with your use of the Software and may do so, if at all, in its sole discretion.

14. ENTIRE AGREEMENT; SEVERABILITY.

This Agreement (including any addendum or amendment to this Agreement which is include with the Software) is the entire agreement between you and Artelys relating to the Software and the support services (if any) and the terms of this Agreement supersede all prior or contemporaneous oral or written communications, proposals and representations with respect to the Software or any other subject matter covered by this Agreement. If any provision of this Agreement is held to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect.

15. TRANSFER OF SOFTWARE.

You may permanently transfer your rights to use the Software, the Software itself including any updates to the purchased version of the Software, and the accompanying documentation, including this Agreement, provided that you retain no copies of the Software, updates, documentation, or this Agreement and the recipient accepts all of the terms and conditions of this Agreement without reservation or condition. Artelys must be notified in writing of any such transfer. Any attempt otherwise to rent, lease, sublicense, assign, or otherwise transfer any of the rights, duties or obligations of this Agreement is not permitted, shall be void and of no force or effect.

16. FEEDBACK.

Subject to any overriding confidentiality agreement, any comments or materials sent to Artelys including feedback data, such as questions, comments, suggestions, or the like regarding the Software (collectively "Feedback"), shall be deemed to be non-confidential. Artelys shall have no obligation of any kind with respect to such Feedback and shall be free to reproduce, use, disclose, exhibit, display, transform, create derivative works and distribute the Feedback to others without limitation. Further, Artelys shall be free to use any ideas, concepts, know-how or techniques contained in such Feedback for any purpose whatsoever, including but not limited to developing, manufacturing and marketing products incorporating such Feedback. You agree that Artelys may use your name as a licensee of the Software in its general marketing.

17. CONTACTING ARTELYS.

Should you have any questions concerning this Agreement, please contact Artelys SA, 12 rue du Quatre Septembre, 75002 Paris, FRANCE.

18. ACKNOWLEDGEMENT. BY YOUR USE OF THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.

19. INCORPORATION OF THIRD-PARTY SOFTWARE. THE SOFTWARE INCORPORATES ONE OR MORE THIRD-PARTY SOFTWARE PROGRAMS OWNED OR LICENSED BY AN ENTITY UNRELATED TO ARTELYS, INCLUDING THE COIN CLP SOLVER INCORPORATED INTO THE SOFTWARE. BY YOUR USE OF THE SOFTWARE, YOU ACKNOWLEDGE AND AGREE THAT YOU SHALL ABIDE BY ALL TERMS, CONDITIONS OR LIMITATIONS IMPOSED BY SUCH THIRD-PARTIES, COPIES OF WHICH ARE AVAILABLE UPON WRITTEN REQUEST SENT TO ARTELYS. NEITHER ARTELYS NOR SUCH THIRD PARTIES PROVIDE ANY ASSURANCES THAT THE THIRD-PARTY PROGRAMS INCORPORATED INTO THE SOFTWARE DO NOT INFRINGE ON THE INTELLECTUAL PROPERTY RIGHTS OF ANY OTHER ENTITY. ACCORDINGLY, ARTELYS AND SUCH THIRD-PARTIES DISCLAIM ANY LIABILITY TO YOU FOR CLAIMS BROUGHT BY ANY OTHER ENTITY BASED ON INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE. AS A CONDITION TO YOUR USE OF THE SOFTWARE AND THE LICENSE GRANTED HEREUNDER, YOU HEREBY WAIVE ANY CLAIMS THAT YOUMAY HAVE AGAINST ALL SUCH THIRD-PARTIES AND ARTELYS FOR ANY REASON, INCLUDING IN THE EVENT SUCH THIRD-PARTY PROGRAMS INFRINGE ON THE INTELLECTUAL PROPERTY RIGHTS OF ANY OTHER ENTITY OR DO NOT FUNCTION AS DESIRED, INTENDED, OR DESCRIBED IN ANY ACCOMPANYING DOCUMENTATION. THE SOURCE CODE FOR THE COIN CLP SOLVER INCORPORATED INTO THE SOFTWARE IS AVAILABLE TO YOU AND MAY BE DOWNLOADED FROM:http://www.artelys.com/tools/clp.

20. DERIVATIVE WORKS.

As provided in Section 3 hereof, Artelys SA and/or Northwestern University own all right, title and interest in and to the Software and any modifications thereto or derivatives thereof. In the event that you breach this Agreement and modify the Software or create a derivative of the Software, you hereby acknowledge and agree that all right, title and interest to such modification or derivative shall be held exclusively by Artelys SA and/or Northwestern University, and you agree that to the extent that you have any right in such modification or derivative, you hereby unconditionally and irrevocably assign such right to Artelys SA and/or Northwestern (as directed by Artelys SA) and waive enforcement of any such right and all claims and causes of action of any kind against Artelys SA and Northwestern University and their respective successors, assigns and customers.

21. BINDING EFFECT AND ASSIGNMENT.

You may not assign, in whole or in part, this Agreement without the written consent of Artelys. In such event, this Agreement shall be binding upon and shall inure to the benefit of your successors and assignees.

22. NO TRANSFER OF AGREEMENT OR LICENSE.

You may not sublicense, collateralize or otherwise transfer (by operation of law or otherwise) or dispose of this Agreement, the license to the Software granted hereunder, or any of its rights or obligations under such Agreement or license without the prior written consent of Artelys.

23. THIRD-PARTY BENEFICIARIES.

Notwithstanding any other provisions of this Agreement, nothing in this Agreement confers or purports to confer any right to enforce any of its terms on any person who is not a party to it.

24. ATTORNEYS' FEES.

In the event that any action or proceeding is brought by Artelys to enforce or interpret any provision, covenant or condition contained in this Agreement, and Artelys is successful in such action or proceeding, then you hereby acknowledge and agree that Artelys shall be entitled to recover from you its expenses therein, including reasonable attorneys' fees and allowable costs.

Copyright © 2015 Artelys SA. All rights reserved.