TROUBLESHOOTING MACHINE LICENSE AGREEMENT

This Troubleshooting Machine License Agreement (“Agreement”) is made
by and between the licensee (“Licensee” as defined below) and Dassault 
Systèmes SE (“DS”). The parties agree as follows:

General Terms

1. Definition

Agreement means these General Terms and the terms contained in the
web links referenced herein and hereby incorporated by reference.
Applicable Data Protection Legislation means any applicable data 
privacy law and all other regulations that may apply to the processing of 
Personal Data provided by Licensee.
Controller, Data Subject, Personal Data, Personal Data Breach, 
Process/Processing, Processor, and Supervisory Authority when used 
in the appropriate context, shall have the same meaning as in the 
Applicable Data Protection Legislation. If the preceding terms are not 
defined in the Applicable Data Protection Legislation, then such terms as 
used in this Agreement shall have the same meaning as their analogous 
terms under the Applicable Data Protection Legislation. In the event there 
are no such analogous terms then the definitions of those terms under 
Regulation (EU) 2016/679 (General Data Protection Regulation) shall 
apply.
Customer means the legal entity employing the Licensee, who subscribed 
support services under a separate agreement concluded with DS.
Documentation means, at any time, the current user documentation in any 
form or media as delivered together with the DS Offering for use in 
connection with the DS Offering.
DS Group Company means Dassault Systèmes, a French “société 
anonyme” or any entity in which Dassault Systèmes, directly or indirectly, (i) 
owns more than 50% of the outstanding equity or ownership interest, or (ii) 
has the power to designate the managing authority.
DS Offering(s) means Troubleshooting Machine eligible Licensed
Programs.
Effective Date means the later of the following: (x) the date on which such 
Licensed Program is made available electronically to Licensee or, if 
applicable, (y) the date on which Licensee is informed by DS that the 
associated license key can be requested or is available.
Licensed Program means (i) any data processing program and content, 
including databases and digital models, for which a license is provided to 
Licensee pursuant to this Agreement, (ii) associated Documentation, and 
(iii) corrective patches and releases to which a Licensee is entitled. 
Licensee means any Customer’s employees, consultants and/or 
subcontractors who work for the exclusive internal needs of Customer, 
authorized by Customer to use DS Offering(s).
Licensee Data means the data provided by Licensee or collected by DS, 
through Licensee’s use of the DS Offering, including any Personal Data.
Machine means hardware belonging to Licensee or under its sole control
or supervision.
Defined terms can be used in a singular or plural form.

2. License and Use Right

2.1 Grant. DS grants Licensee, from the Effective Date, a temporary, 
free of charge, non-exclusive and non-transferable right to access and use 
the DS Offering, solely for its own internal business. For DS Offering 
requiring on-premise installation, Licensee is authorized to install the 
permitted number of copies and make one copy for back-up purposes.
2.2 Scope. The DS Offering may (i) be executed only on, or accessed 
by, Machines, and (ii) solely for the purpose of optimizing the performance 
of support services subscribed by Customer under a separate agreement.
Licensee agrees to operate each DS Offering in accordance with the terms 
and provisions of this Agreement. Licensee acknowledges and agrees that 
DS shall have no obligation to provide any services, support or maintenance 
for the DS Offerings under this Agreement. No rights, including, without
limitation, any right to use, reproduce or display, other than those specifically 
provided in this Agreement are granted to Licensee. Except to the extent 
permitted by applicable law, Licensee shall not modify, adapt, reverse 
engineer, decompile, disassemble or otherwise translate all or part of any DS 
Offering, and shall not provide, disclose or transmit any results of tests or 
benchmarks related to any DS Offering to any third party.

3. Delivery

DS Offerings will be made available electronically. Electronic delivery will be 
made by providing Licensee with necessary information to download the DS 
Offering. Licensee is responsible for downloading and installing the DS 
Offering.

4. Intellectual Property

DS and/or its suppliers retain ownership in all intellectual property rights in all 
DS Offerings and all modifications, enhancements or other derivative works 
thereof. DS Offerings are licensed, not sold. Licensee shall preserve and 
reproduce all copyright, patent and trademark notices which appear in any
DS Offering on all partial or integral copies thereof. Licensee shall treat such 
as confidential information and not disclose them. Licensee shall keep full, 
true and accurate records of all copies of the DS Offerings, which records 
shall be available for audit by DS. Licensee recognizes that the 
methodologies and techniques contained in or expressed within the DS 
Offerings are proprietary information or trade secrets of DS or its suppliers, 
whether or not marked as “confidential”. Licensee shall treat them as 
confidential information and not disclose them.

5. Warranty, Limitation of Liability, Risk of Use and Indemnity

THE DS OFFERINGS ARE MADE AVAILABLE ON AN "AS IS" BASIS, AND, 
TO THE EXTENT PERMITTED BY APPLICABLE LAW, WITHOUT 
WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, ORAL OR 
WRITTEN, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED 
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR 
PURPOSE, TITLE OR NON-INFRINGEMENT. WHILE DS HAS TAKEN 
PRECAUTIONS TO ENSURE ACCURACY AND COMPLETENESS OF THE
RESULTS PROVIDED BY THE DS OFFERING, SUCH RESULT ARE 
PROVIDED FOR INFORMATION PURPOSES ONLY AND DS DOES NOT 
MAKE ANY REPRESENTATIONS AS TO THEIR ACCURACY OR 
COMPLETENESS OR ANY COMMITMENT AS TO FUTURE 
PERFORMANCE OF DS SOFTWARE OR SUPPORT SERVICES.
DS AND ITS LICENSORS SHALL HAVE NO LIABILITY FOR DIRECT, 
INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, 
INCLUDING WITHOUT LIMITATION CLAIMS FOR LOST PROFITS, 
BUSINESS INTERRUPTION AND LOSS OF DATA, THAT IN ANY WAY 
RELATE TO THIS AGREEMENT, ANY DS OFFERING, DOCUMENTATION 
OR SERVICES, WHETHER OR NOT DS HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE 
FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY. LICENSEE'S
USE OF DS OFFERINGS SHALL BE AT LICENSEE'S SOLE RISK.
LICENSEE SHALL INDEMNIFY AND HOLD DS AND ITS LICENSORS
HARMLESS FROM ANY AND ALL LIABILITY OR EXPENSE, 
INCLUDING REASONABLE ATTORNEYS' FEES, ARISING OUT OF
THIS AGREEMENT OR LICENSEE’S USE OF DS OFFERINGS UNDER 
THIS AGREEMENT.

6. Term and Termination

6.1 This Agreement remains in effect from the Effective Date, unless 
terminated earlier by any party, with or without grounds, either upon the 
sending of a written notice to the other party or upon the uninstallation of
the DS Offering from Licensee’s Machine by Licensee.
6.2 Upon expiration or termination of this Agreement, or of any licenses 
granted, Licensee shall immediately destroy or return all copies of the 
terminated or expired DS Offering(s) and associated Documentation in 
their entirety.

7. Licensee Data; Personal Data

7.1 Licensee Data. All Licensee Data will remain the sole property of 
Licensee. Licensee shall have the sole responsibility for the accuracy, 
quality, integrity, legality, reliability, appropriateness of and obtaining all 
necessary rights for all Licensee Data. Licensee grants to DS, DS Group 
Companies, and DS’s subcontractors to the extent reasonably necessary, 
a non-exclusive, worldwide, royalty-free license to use, copy, store and 
transmit Licensee Data to provide, maintain and adapt any software and 
services of DS or any DS Group Company, including support services 
subscribed by Customer.

7.2 Personal Data: Processor Obligations. DS, acting as Processor, 
will, collect, store, and Process the Licensee’s Personal Data in 
accordance with this Agreement.
If and as required by Applicable Data Protection Legislation, DS will: 

  (i)  for the duration of use of the DS Offering(s), Process Personal 
Data provided by Licensee in accordance with this Agreement 
and Licensee’s reasonable written instructions, which in all 
circumstances shall be consistent with this Agreement;

  (ii)  require that the persons who are authorized to Process 
Personal Data provided by Licensee have a need-to-know and 
are bound by an appropriate obligation of confidentiality; 
  (iii)  reasonably assist Licensee in complying with its obligations as 
Controller, taking into account the nature of Processing as 
described in the Agreement; 

  (iv)  reasonably assist Licensee with fulfilling its obligations with 
regards to responding to requests from Data Subjects to 
exercise their rights under Applicable Data Protection 
Legislation in a manner consistent with the use of the ODS 
Offering(s) and DS’s role as Processor; 

  (v)  make available to Licensee the necessary information in DS’s 
possession to demonstrate Licensee’s compliance with its 
obligations provided for in the Applicable Data Protection 
Legislation and reflected in this section; and 

  (vi)  upon termination or expiration of the Agreement, delete or 
return Personal Data provided by Licensee to Licensee, at 
Licensee’s option, and delete all existing copies, in accordance 
with the terms of this Agreement, except where applicable law 
requires retention of Personal Data or where retention of 
Personal Data is necessary for evidentiary purposes during the 
applicable statute of limitations.

8. Export

Export to Licensee of DS Offering and Documentation is subject to all 
applicable countries’ export and re-export laws and regulations. DS and its 
licensors shall have no liability towards Licensee if necessary 
authorizations, licenses or approvals are not obtained. Licensee shall not 
export or re- export, either directly or indirectly, DS Offering when such 
export or re-export requires an export license or other governmental 
approval without first obtaining such license or approval. Licensee hereby 
warrants to DS that all DS Offerings ordered hereunder shall not be used in 
violation of any applicable export laws, including for proliferation of any
nuclear, chemical or biological weapons or missile delivery systems and shall 
not be diverted to any country, company or individual if prohibited by the 
applicable export laws of any country. Licensee recognizes that Licensee
Data may be transferred to or stored in any country. Licensee undertakes to 
abstain from, and shall ensure all Licensees abstain from, processing, storing 
or uploading on its data sharing environment any information or data, the
export of which is controlled, regulated or subject to any permit or license 
under any applicable law or regulation. Licensee shall be deemed to be
the exporter of Licensee Data. DS may terminate this Agreement and all 
licenses hereunder upon written notice if Licensee violates these provisions.

9. Miscellaneous

9.1 Severability. If any provision of this Agreement is found to be illegal, 
void, or unenforceable, the other provisions shall remain in full force and 
effect, and the affected provision will be modified so as to render it 
enforceable and effective to the maximum extent possible in order to effect the 
original intent of the parties.

9.2 Transfer, Assignment & Subcontract. Any subcontract, assignment, 
delegation or other transfer (including without limitation, by way of merger, 
acquisition, divestiture, or change of control or contribution in kind) of this 
Agreement or any of Licensee’s rights, duties, benefits or obligations
hereunder is subject to DS’s prior written approval. Any attempt to do so 
without such consent is void. This Agreement shall be binding upon, and inure 
to the benefit of DS and its successors and assigns.

9.3 Amendments & Non-Waiver. No waiver, alteration, modification, or 
cancellation of any of the provisions of this Agreement shall be binding unless 
made by written amendment signed by both parties. A party's failure at any
time to require performance of any provision hereof shall in no manner affect its 
right at a later time to enforce that or any other provision.

9.4 Language. This Agreement is provided in English and may be 
provided, for informational purposes only, in a language other than English. 
The English version shall be the only binding and enforceable version of this 
Agreement.

9.5 DS may assign, delegate, subcontract or otherwise transfer any of its 
rights or obligations hereunder, in whole or in part, without Licensee’s 
consent.

9.6 Survival. The following sections of this Agreement shall survive 
termination or expiration thereof: Sections 4, 5, 6.2, 7, 8 and 9.

9.7 Governing law and jurisdiction. This Agreement shall be governed 
and construed in accordance with the laws of France. The Commercial Court 
of Paris (“Tribunal de Commerce de Paris”) shall have exclusive jurisdiction
to hear any dispute arising out of or in connection with the interpretation 
and/or performance of this Agreement, however, the parties acknowledge
and agree that in the event that the subject matter of any such dispute is 
Intellectual Property, DS shall have the right to bring any such dispute before 
the French Civil Court having jurisdiction pursuant to the French Code of Civil 
Procedure ("Code de Procédure Civile"). Licensee acknowledges and
agrees that the paragraph immediately above shall not prevent, restrict or 
otherwise limit in any manner, DS's rights to seek equitable remedies, 
including injunctive relief before any competent court in any jurisdiction.
