Please read this document carefully. This is a legal agreement between “You” (both you individually and/or the entity you are installing the software on behalf of, referred to collectively in this agreement as “You” or “Your”) and isee systems, inc. and its licensor(s) and suppliers (collectively hereinafter “ISEE”), that governs your use of this software and any associated documentation and services made available by ISEE (collectively referred to in this Agreement as the “Software”). This Agreement also applies to any updates, supplements, add-on components, or services for the Software that ISEE may subsequently provide to you, unless other terms accompany those items. In that case, to the extent they conflict with this Agreement, those other terms will apply.

BY INSTALLING, ACCESSING, OR OTHERWISE USING THE SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS LICENSE. IF YOU DO NOT AGREE TO THEM, DO NOT INSTALL, ACCESS, OR USE THE SOFTWARE, AND YOU WILL RECEIVE A CREDIT FOR THE SOFTWARE IF, WITHIN 30 DAYS FROM THE DATE OF DELIVERY, YOU (1) REMOVE THE SOFTWARE FROM YOUR COMPUTER; AND (2) CERTIFY IN WRITING THAT YOU (a) HAVE NOT INSTALLED, ACCESSED, OR USED THE SOFTWARE; (b) HAVE REMOVED ALL FILES FROM YOUR COMPUTER; AND (c) HAVE NOT TRANSFERRED THE SOFTWARE TO ANYONE ELSE. IF YOU DO NOT DO SO WITHIN 30 DAYS FROM THE DATE OF DELIVERY, THEN YOU ARE DEEMED TO HAVE ACCEPTED THE TERMS OF THIS LICENSE.

1. Grant of License.  Subject to the terms and conditions of this agreement and payment of all applicable fees, ISEE hereby grants to you, as Licensee, a non-exclusive and, except as set forth in this agreement, a non-assignable and non-transferable, right to install and use the Software.

   1. Duration of License.  The duration of your license is perpetual, unless a limited subscription time period is specified on your invoice or other agreement with ISEE. An evaluation license expires thirty (30) days from the date of the delivery of the Software.

   2. Educational Version.  To purchase the Software at a reduced license fee you must be a Qualified Educational Institution using the Software in the classroom. A Qualified Educational Institution is either: (a) a University or College licensed by the appropriate authority, or (b) a kindergarten through twelfth grade (“K-12”) educational institution licensed by the appropriate authority; or a full- or part-time student or teaching faculty member at a Qualified Educational Institution. If you purchase an educational version of the Software at the reduced price, you may not use the Software for a non-educational purpose nor sell or transfer it to a non-educator user.

2. Ownership of Software.  The Software is licensed, not sold. As Licensee, you own the magnetic or other physical media on which the Software is recorded, but ISEE retains all right, title, proprietary interest in, and ownership of the Software. The Software and the accompanying written materials are protected by copyright laws and other intellectual property laws and treaties.

3. Restrictions Applicable to All License Forms.  Any reproduction or redistribution of the Software not in accordance with this Agreement is expressly forbidden. Except as noted in paragraphs 3.5 and 7, you may not reverse engineer, decompile, disassemble the Software or modify, adapt, translate, or create derivative works of the Software without the prior written consent of ISEE. You may be held legally responsible for any infringement that is caused or encouraged by your failure to abide by the terms of this Agreement. You may make one (1) copy of the Software solely for archival or back-up purposes, provided such copy contains the same proprietary notices as appear in the original copy of the Software.

   1. Copy Restrictions for Individual License.  Unless you have purchased a Site License, Workshop License, or Lab Pack (see sections 3.2 and 3.3 below), the license to install and use the Software is “per person”, and you may not transfer, rent, sell, or otherwise share the Software with anyone else. You may, however, install and use the Software on up to two (2) personal machines, e.g., your laptop and your desktop computer, or, in the case of the isee Runtime on one (1) personal machine, for your individual use. Installation and use on servers or local area networks is prohibited for Individual Licenses. Note this is enforced by ISEE’s license manager. If you need to reinstall the software on a new machine, you must first deactivate and then uninstall the software off the original machine or the reinstall will not succeed. The number of deactivations allowed with any time period is very limited (and subject to change).

      Note that Student Pack licenses have an institution-assigned expiration date and so can be assigned to a different student after the expiration without explicit deactivation. Each Student Pack license must be explicitly assigned, by notifying ISEE, to a specific student before it can be used. Whether a Student Pack license is assigned to a student or not, the institution, not the student, remains the grantee of ISEE’s license to install and use the Software.

   2. Copy Restrictions for Site License and Workshop License.  If you are an entity that has purchased or received a site or workshop license for the Software, you may install and use an unlimited number of copies of the Software, including on a local area network, within your building or campus.

   3. Copy Restrictions for Lab Pack License.  If you are an entity that has purchased a Lab Pack, you may only install and use the Software on the same number of computer lab machines for which you have purchased a license, unless you have installed and use a third-party limiting device that ensures that the correct number of licenses used concurrently is not exceeded. In the latter case, Lab Pack licenses may also be installed on the university network for use by students only. Under no circumstances may Lab Packs be installed on student, faculty, or staff computers.

   4. Additional Restrictions for Stella® Architect and Stella® Designer Software.  Stella Architect and Stella Designer are subject to the copy restrictions of sections 3.1 to 3.3. They allow you to publish models to the isee Exchange (exchange.iseesystems.com). The models and supporting material published in this manner are subject to the terms and conditions governing the use of the isee Exchange. Use of the Software to publish to any location other than the isee Exchange without the express written consent of ISEE is forbidden.

   5. Modification of Qt and Chromium Components used in the Software (Version 3.0 and Later).  You may modify the Qt and Chromium components of the Software in accordance with LGPL3 and other applicable licenses. Source code for these components is available on our website at oss.iseesystems.com. You may decompile or reverse engineer the Software to the extent it is required to make modified versions of these components work with the Software, but only for that purpose. You may share, in source or object form, the modified components in accordance with their associated licenses.

4. Transfer Restrictions.  The Software is licensed to only you, the Licensee. Except as provided for in this Agreement, you may not share the Software or transfer, rent, sell, or otherwise dispose of the Software on a temporary or permanent basis without the prior written consent of ISEE. Notwithstanding the foregoing, for Individual Licenses (see section 3.1 above), you may make a permanent transfer of your copy of the Software to another individual provided that: (1) you notify ISEE first and; (b) you do not retain any copies of the Software. This permanent transfer must include all of the Software, including component parts, the media and printed materials, any upgrades and this license agreement. Any authorized transferee of the Software shall be bound by the terms and conditions of this Agreement.

5. Additional Licenses and Copyrights.  By installing this product, in addition to the ISEE license terms, you also agree to be bound by the third-party terms specified in the Copyright, Trademarks, and Conditions of Use section of the software documentation. ISEE recommends that you review these third-party terms.

6. Termination.  This license is effective until terminated. A trial or evaluation license expires at the end of the evaluation period, and a license issued for a limited time period shall expire at the end of the time period set forth in your invoice or other agreement with ISEE. You may terminate this license at any time by destroying the Software, related documentation and all allowable copies thereof. This license is subject to immediate termination if you fail to comply with any provision of this license. Upon termination you shall cease all use of the Software and destroy the written materials and all allowable copies of the Software (including backup copies).

7. Publication and Distribution of Models.  ISEE grants you a perpetual royalty free license to use, transmit, and display models containing graphics, layout, diagrams, equations, modules and other elements embedded in XMILE that are provided with the Software. Interfaces published on the isee Exchange are subject to the terms and conditions of the Exchanged as detailed at iseesystems.com/terms-of-use.aspx. Use of these elements for the purpose of creating modeling or interface development software is forbidden without the express written consent of ISEE.

8. Disclaimer of Warranty on Software.  THE SOFTWARE, ACCOMPANYING WRITTEN MATERIALS, AND ANY SERVICES PROVIDED IN CONNECTION THEREWITH ARE PROVIDED "AS IS" WITHOUT WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND, AND ISEE SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ISEE, ITS DEALERS, DISTRIBUTORS, AGENTS OR EMPLOYEES SHALL CREATE A WARRANTY, AND YOU MAY NOT RELY UPON SUCH INFORMATION OR ADVICE.

9. Limitations of Remedies.  TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER ISEE NOR ANYONE ELSE WHO HAS BEEN INVOLVED ON BEHALF OF ISEE IN THE CREATION, PRODUCTION OR DELIVERY OF THE SOFTWARE, ACCOMPANYING WRITTEN MATERIALS, OR ANY SERVICES PROVIDED IN CONNECTION THEREWITH, SHALL BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES (INCLUDING DAMAGE FOR LOSS OF BUSINESS PROFIT, BUSINESS INTERRUPTION, LOSS OF DATA, AND THE LIKE) ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF ISEE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL ISEE’ TOTAL CUMULATIVE LIABILITY FOR LOSS OR DAMAGE UNDER THIS AGREEMENT EXCEED THE AMOUNT OF LICENSE FEES PAID BY YOU FOR THE SOFTWARE GIVING RISE TO THE CLAIM.

10. Export Compliance.  You may not export or re-export the Software in violation of any applicable laws or regulations including, without limitation, U.S. export regulations or the laws of the country in which you reside.

11. U.S. Government License Rights.  All Software provided to the U.S. Government pursuant to solicitations issued on or after December 1, 1995 is provided with the non-educator license rights and restrictions described in this Agreement. All Software provided to the U.S. Government pursuant to solicitations issued prior to December 1, 1995 is provided with RESTRICTED RIGHTS as provided for in FAR, 48 CFR 52.227-14 (June 1987) or DFAR, 48 CFR 252.227-7013 (October 1988), as applicable.

12. Choice of Law and Forum.  This Agreement shall be governed by the laws of the State of New Hampshire without regard to that body of law known as conflicts of law, and excluding the United Nations Convention on Contracts for the Sale of Goods. You agree to submit to personal exclusive jurisdiction in the State of New Hampshire.

13. Complete Agreement.  This Agreement constitutes the complete and exclusive statement of the terms of the Agreement regarding the Software between you and ISEE. It supersedes and replaces any previous or contemporaneous written or oral Agreements and communications relating to the Software.

14. Waiver/Modification.  No waiver or modification of the terms of this Agreement shall be effective unless ratified in writing and signed by both you and ISEE. This Agreement will not be amended or modified by the terms of any purchase order or acknowledgement, regardless of whether ISEE may have accepted or signed the same. Any party’s failure to enforce the provisions of this Agreement shall not constitute or be construed as a waiver of any other provisions or rights.

15. Severability.  If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, that provision of the Agreement shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement shall continue in full force and effect.

Ver9/3.1.22