Software License Agreement for ASTi Systems

This Agreement governs the licensing, use, and distribution of software products that Advanced Simulation Technology inc. (ASTi) developed. It establishes the terms and conditions under which customers may access and use ASTi's software systems, defines the rights and responsibilities of both parties, and provides the legal framework for ongoing software licensing relationships.

Definitions

The following terms shall have the meanings set forth below:

  1. Agreement means this software license agreement together with any Order Documentation, quotations, and purchase orders that ASTi accepts.
  2. Software in this Agreement means all software products that ASTi provides. This term includes the following categories:
    1. Run-time and development environments;
    2. Modeling, simulation, and configuration tools and utilities;
    3. Software features, packages, modules, libraries, and components; and
    4. Updates, upgrades, patches, and enhancements to any of the foregoing.

    The term applies whether the Software is licensed separately, bundled with ASTi hardware, purchased as add-ons, or otherwise provided by ASTi for use with any ASTi system or product. This includes but is not limited to the following products:

    • Telestra
    • Voisus®
    • Solo™
    • Comms Logger
    • Simulated Environment for Realistic ATC (SERA)
    • CommCheck
    • Redsim 2
    • Any other current or future ASTi system or product line
  3. System means the hardware and software platform on which the Software operates, including the following:
    1. Computer systems and hardware that ASTi configures and sells;
    2. Customer-owned platforms and hardware that ASTi has approved in writing for use with the Software; or
    3. Virtual machine instances that ASTi has provided, configured, or approved in writing for use with the Software.
    4. This Agreement applies to all Software used on or with any System, as defined above.
  4. Customer means the individual or entity that purchases, licenses, or otherwise acquires the right to use the Software under this Agreement, including any successor or permitted assignee. Where the Software transfers to an end user in accordance with Assignment and License Transfers, Customer means the end user with respect to the transferred Software license.
  5. Controlled Items means Products, Documentation, technical data, technology, and any related materials or services in this Agreement that are subject to export control laws and regulations.
  6. Effective Date means that this Agreement shall become effective on the earliest date that the following occurs:
    1. The Customer executes an order form, purchase order, or other ordering document that references this Agreement;
    2. The Customer selects I Accept or otherwise electronically accepts this Agreement;
    3. The Customer installs, accesses, or uses the Software; or
    4. ASTi delivers the Software or license keys to the Customer (the Effective Date).

General Statement

The Software and documentation, as defined above, are proprietary products of ASTi and are protected by United States and international intellectual property laws, including the following:

  1. Copyright laws and international copyright treaties,
  2. Trade secret laws,
  3. Patent laws and patent applications, and
  4. Other applicable intellectual property rights and treaties.

All possession, access, use, and distribution of the Software and documentation, including all updates, patches, upgrades, new versions, modifications, enhancements, and derivative works, are subject to and governed by the terms, conditions, and restrictions set forth in this Agreement.

The Customer acquires only a limited license to use the Software and documentation, as expressly provided herein. ASTi reserves all rights not expressly granted. This Agreement transfers no title to or ownership of the Software, documentation, or any intellectual property rights therein to the Customer.

Governing Laws and Dispute Resolution

This section establishes the legal framework for resolving any disagreements or disputes that may arise between ASTi and the Customer under this Agreement. It specifies which jurisdiction's laws will govern the interpretation and enforcement of this Agreement, outlines the required steps for attempting to resolve disputes amicably, and establishes binding arbitration as the primary method for formal dispute resolution. These provisions provide a clear, efficient, and predictable process for addressing conflicts while minimizing costs and delays for both parties.

Governing Law

This Agreement follows the laws of the Commonwealth of Virginia, without giving effect to any choice of law or conflicts of law rules or provisions (whether of Virginia or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than Virginia. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

Informal Dispute Resolution

Before initiating arbitration or litigation, the parties agree to attempt to resolve any dispute, claim, or controversy arising out of or relating to this Agreement, or the breach, termination, enforcement, interpretation, or validity thereof (collectively, a Dispute) through good faith negotiations. Either party may initiate negotiations by providing written notice to the other party describing the Dispute in reasonable detail. Representatives of both parties with decision-making authority shall meet within 30 days of such notice to attempt to resolve the Dispute. If the Dispute is not resolved within 60 days after the initial notice, either party may proceed to arbitration as provided below.

Binding Arbitration

Except as this Agreement otherwise provides, the following provisions establish the framework and procedures for resolving disputes through binding arbitration:

  1. Arbitration requirement: except as provided below, any Dispute that cannot be resolved through informal negotiations shall be finally resolved by binding arbitration rather than in court.
  2. Arbitration rules and administration: the American Arbitration Association (AAA) shall administer the arbitration under its Commercial Arbitration Rules then in effect, with modifications from this Agreement. If AAA is unable or unwilling to administer the arbitration, the parties shall mutually select an alternative arbitration administrator. If the parties cannot agree, a court of competent jurisdiction shall appoint an administrator.
  3. Arbitrator selection: the arbitration shall be conducted before a single neutral arbitrator. The arbitrator shall be selected in accordance with AAA's Commercial Arbitration Rules, provided that the arbitrator must be a licensed attorney with at least 10 years of experience in commercial contract disputes and, preferably, experience with software licensing agreements.
  4. Location: the arbitration shall be conducted in Fairfax County, Virginia, unless the parties mutually agree to another location or to conduct the arbitration remotely via video conference.
  5. Arbitration procedures:
    1. The arbitrator shall apply the substantive law that Governing Law specifies.
    2. The parties shall be entitled to conduct reasonable discovery, subject to limits that the arbitrator imposes to ensure efficiency and cost-effectiveness.
    3. The arbitrator shall issue a written decision stating the factual and legal basis for the award;
    4. The arbitration hearing shall occur within 180 days of the arbitrator's appointment, unless the arbitrator extends it for good cause.
  6. Costs and fees: each party shall bear its own attorneys' fees and costs unless the arbitrator awards fees and costs to the prevailing party, as applicable law permits. The parties shall share equally the fees and expenses of the arbitrator and the arbitration administrator, unless the arbitrator allocates such costs differently based on the outcome.
  7. Confidentiality: the parties shall keep the existence, content, and results of any arbitration confidential, except as necessary to enforce the arbitration award or as law or court order requires.
  8. Judgment on award: either party may enter judgment upon any arbitration award in any court having jurisdiction, or they may apply to such court for judicial recognition of the award and an order of enforcement.

Arbitration Exceptions

Notwithstanding the arbitration provisions above, either party may seek the following relief in any court of competent jurisdiction without first engaging in arbitration:

  1. Temporary restraining orders, preliminary injunctions, or other equitable relief to prevent or restrain:
    1. Infringement, misappropriation, or violation of intellectual property rights;
    2. Breach of confidentiality obligations;
    3. Unauthorized use, copying, or distribution of Products or documentation;
    4. Violations of export control provisions;
  2. Orders compelling compliance with the arbitration provisions of this agreement;
  3. Orders to enforce or vacate an arbitration award; or
  4. Collection actions for undisputed amounts due and payable.

Any such court proceedings shall not waive either party's right to arbitrate other Disputes, and either party may simultaneously or subsequently pursue arbitration of other claims.

Jurisdiction and Venue for Nonarbitrable Claims

For any Disputes that are not subject to arbitration under this Agreement, or for actions to enforce arbitration awards or obtain injunctive relief as provided above, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Fairfax County, Virginia. Each party waives any objection to jurisdiction or venue in such courts and waives any right to Claim that such courts are an inconvenient forum.

Jury Trial Waiver

TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO A JURY TRIAL IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

Class Action Waiver

The parties agree to conduct any arbitration or litigation on an individual basis only and not as a class action, consolidated action, or representative action. Neither party may bring Claims on behalf of other persons or entities, and the arbitrator or court shall have no authority to preside over any form of representative or class proceeding. If a court finds this class action waiver unenforceable, then this finding renders the entirety of this arbitration provision null and void, and the parties shall resolve any Disputes shall in court as provided above.

Injunctive Relief for Breaches

The parties acknowledge that any breach of the intellectual property, confidentiality, or export control provisions of this agreement would cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, either party shall be entitled to seek immediate injunctive or other equitable relief for such breaches without the need to post a bond and without first pursuing arbitration or demonstrating actual damages.

License Uses and Restrictions

Subject to the terms and conditions of this Agreement, ASTi hereby grants to the Customer a nonexclusive, limited license to use, reproduce, and distribute the ASTi Software solely in connection with the Customer's products and services delivered to end users. The Customer's rights include the following:

  1. Use: to install and use the Software for Customer's internal development, testing, and support purposes;
  2. Distribution: to distribute the Software as integrated components of the Customer's products or services to the Customer's end users.
  3. Restrictions: the Customer shall not and shall ensure that its end users do not do the following:
    1. Modify, reverse engineer, decompile, or disassemble the Software, except as applicable law permits;
    2. Remove or alter any proprietary notices or labels on the Software; and
    3. Use the Software to develop competing products or services.

The Customer remains responsible for ensuring end-user compliance with these restrictions.

License Activation and Scope

Access to and use of the Software requires activation through one of the following license mechanisms provided by ASTi (each, a License Key):

  1. USB hardware license key
  2. Software-based license key
  3. Software license key code
  4. Network license device

Each License Key authorizes use of the Software for a single installation or instance on one device or System. Multiple installations, concurrent users, or distributed deployments require separate License Keys for each installation or instance.

License Restrictions

The Customer shall not and shall not permit any third party to do the following:

  1. Modify or create derivative works of the Software or License Keys;
  2. Reverse engineer, decompile, or disassemble the Software;
  3. Transfer, sublicense, lease, rent, or loan any License Key to any third party, except as expressly permitted for distribution to end users in connection with the Customer's integrated products or services;
  4. Circumvent, disable, or tamper with any license activation or protection mechanisms;
  5. Use a single License Key to operate multiple installations or instances of the Software beyond the scope that ASTi authorizes; or
  6. Remove or alter any proprietary notices or labels on the Software or License Key.

License Key Management

The Customer is responsible for safeguarding all License Keys and shall promptly notify ASTi of any loss, theft, or unauthorized use. ASTi may replace lost or stolen License Keys at its discretion, and they are subject to applicable replacement fees.

Software and Documentation License Rights

This section defines the Customer's specific rights and obligations regarding the use and reproduction of ASTi's software Documentation and related materials. While the Software license grants certain usage rights for the Software itself, this section clarifies what the Customer may do with the accompanying Documentation, user manuals, and instructional materials. It establishes the permitted uses for Documentation reproduction, such as internal training and operational purposes, while ensuring that ASTi's intellectual property rights and proprietary notices are properly maintained and protected in all copies or derivative uses.

Permitted Use of Documentation

The Customer may reproduce the licensed documentation (the Documentation) solely to the extent reasonably necessary for the Customer's legitimate use and operation of the ASTi equipment, including for purposes of training the Customer's employees, contractors, and authorized personnel. All reproductions must maintain the original formatting, content, and completeness of the Documentation.

Proprietary Notices

The Customer shall reproduce and include all copyright notices, proprietary legends, trademark notices, and other intellectual property markings appearing on or in the Software and Documentation on all copies, in whole or in part, in any form.

License Term

Subject to the Customer's ongoing compliance with the terms and conditions of this Agreement, the following applies:

  1. For perpetual licenses, the license shall continue indefinitely unless terminated in accordance with Termination.
  2. For term-based licenses, the license shall be valid only for the period that the applicable purchase order or Enterprise License Agreement specifies and shall automatically expire at the end of such term unless renewed.

Transferability

This section establishes when and how the Customer may transfer individual software licenses to third-party end users. It defines the required conditions, procedures, and ongoing responsibilities for valid license transfers while ensuring compliance with export control laws and protecting ASTi's intellectual property rights.

Assignment and License Transfers

The Customer may transfer individual Software licenses and associated License Keys to third-party end users without ASTi's prior written consent in the following circumstances:

  1. The Customer transfers all copies of the Software, Documentation, and License Keys associated with that specific license to the end user and retains no copies (except as law requires).
  2. The Customer ceases all use of that specific Software license upon transfer.
  3. The transfer complies with all applicable export control laws and the export control provisions of this Agreement, including screening the end user against the US government restricted parties lists.
  4. The transfer is not to any entity in a country subject to comprehensive US economic sanctions or export restrictions.
  5. The Customer provides the end user with complete and accurate information regarding license terms, restrictions, and export control obligations.
  6. The Customer has satisfied all payment obligations to ASTi for that Software license as the applicable order documentation specifies in full.
  7. The Customer maintains records of all transfers, including end user contact information, transfer dates, and export control documentation, for a minimum of five years and provides such records to ASTi upon request.

Upon completion of a valid transfer, the end user shall become the Customer for purposes of this Agreement with respect to the transferred license and shall be bound by all terms and conditions herein. The original Customer shall be released from obligations under this Agreement relating to the transferred Software license, except for obligations that arose prior to the transfer date and ongoing record-keeping requirements.

Transfer Effect on Warranty and Support

Any warranty or support services that ASTi provides shall transfer with the license, subject to the remaining warranty period or support term as of the transfer date. ASTi reserves the right to require the transferee to enter into a new support Agreement for ongoing maintenance and support services.

Payment Obligations

This section establishes the financial framework governing the Customer's payment responsibilities under this software license Agreement. It addresses the relationship between this Agreement and separate Order Documentation, consequences of nonpayment, tax responsibilities, and procedures for resolving billing disputes.

Order Documentation

The Customer's specific license fees, payment terms, support services, quantities, and other transaction-specific terms are set forth in the applicable order form, purchase order, quotation, statement of work, or the Customer's terms and conditions document (collectively, Order Documentation). This Agreement incorporates Order Documentation by reference.

Suspension for Nonpayment

If the Customer fails to pay any undisputed amount when due, ASTi may, upon 15 days of written notice to the Customer, suspend the Customer's access to the Software, support services, and any other services or materials provided under this Agreement until the Customer pays all outstanding amounts in full. Such suspension shall not relieve the Customer of its payment obligations or constitute a waiver of ASTi's other rights and remedies.

Taxes

All fees and charges in the Order Documentation are exclusive of all federal, state, local, and foreign taxes, levies, duties, and similar governmental assessments, including without limitation, sales, use, value-added, and withholding taxes (collectively, Taxes). The Customer shall be responsible for paying all Taxes associated with the Customer's purchases hereunder, excluding only taxes based solely on ASTi's net income. If ASTi has a legal obligation to pay or collect Taxes for which the Customer is responsible, ASTi shall invoice the Customer for such Taxes, and the Customer shall pay such amounts unless the Customer provides ASTi with a valid tax exemption certificate authorized by the appropriate taxing authority.

Disputes

The Customer may dispute an invoice by providing written notice to ASTi within 15 days of the invoice date, specifying the nature of the Dispute in reasonable detail. The parties shall work together in good faith to resolve any disputed amounts. The Customer shall pay all undisputed portions of any invoice in accordance with the payment terms while the Dispute is being resolved.

Customer Configuration Data and Intellectual Property

This section clarifies the ownership rights for Customer-created content versus ASTi's Software and intellectual property. It establishes that Customers retain ownership of their configurations and data while ASTi maintains ownership of the underlying Software, and defines how derivative works, modifications, and feedback are handled between the parties.

Customer-Created Content

The Customer retains all ownership rights, title, and interest in and to all configurations, scenarios, training content, audio files, phraseology databases, simulation parameters, custom scripts, and other original data and content that the Customer created using the Software (collectively, Customer Data). Customer Data expressly excludes any portions of the Software, ASTi's underlying technology, algorithms, or any derivative works thereof.

ASTi Intellectual Property

All right, title, and interest in and to the Software, including without limitation all source code, object code, algorithms, architectures, data structures, user interfaces, Documentation, know-how, trade secrets, patents, copyrights, trademarks, and other intellectual property rights embodied therein, remain the exclusive property of ASTi and its licensors. The Customer acquires only the limited license rights expressly granted in this Agreement, and no other rights are granted by implication, estoppel, or otherwise.

Derivative Works and Modifications

The parties' respective ownership rights in modifications, enhancements, and derivative works to the Software depend on the development circumstances below:

  1. Customer-initiated modifications: the Customer and ASTi shall jointly own any modifications, customizations, or derivative works to the Software that ASTi developed solely for the Customer. Each party shall have an undivided ownership interest. Each party shall have the right to use, reproduce, modify, distribute, and create further derivative works from such jointly owned modifications without accounting to or obtaining consent from the other party, subject to the following:
    1. The Customer may use such modifications solely in connection with its authorized use of the Software and may not separately license, distribute, or commercially exploit such modifications as standalone products or services without ASTi's prior written consent.
    2. ASTi may incorporate such modifications into its Software or other products and may license, distribute, or commercially exploit such modifications without restriction and without any obligation of compensation, attribution, or accounting to the Customer.
    3. Each party retains all rights in its preexisting intellectual property, with the joint ownership applying only to the new modifications themselves.
  2. ASTi-developed enhancements: any modifications, enhancements, updates, or derivative works to the Software that ASTi developed, whether or not suggested by the Customer, shall be the sole and exclusive property of ASTi.
  3. Jointly developed works: pursuant to a separate written development agreement, such agreement will determine ownership of any modifications, enhancements, or derivative works to the Software's core algorithms, source code, or fundamental System architecture that the Customer and ASTi jointly develop. In the absence of a separate written agreement expressly addressing joint development and ownership, ASTi solely owns all such works.

Customer Limited License Grant to ASTi

The Customer grants to ASTi a nonexclusive, perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use, reproduce, modify, and create derivative works from Customer Data solely for the following purposes:

  1. Providing technical support, maintenance, and services to the Customer;
  2. Improving, enhancing, and developing ASTi's products and services, provided that any such use is in an aggregated, anonymized form that does not identify the Customer;
  3. Creating generalized, nonidentifiable reference implementations, examples, or use cases for internal development, marketing, or demonstration purposes; and
  4. Complying with applicable legal or regulatory requirements.

Confidentiality and Nondisclosure

ASTi shall treat Customer Data as the Customer's confidential information and shall not do the following:

  1. Disclose Customer Data to any third party in a manner that identifies or could reasonably identify the Customer without the Customer's prior written consent, except as law or court order requires;
  2. Use Customer Data in any manner that could compromise the Customer's competitive position or reveal the Customer's proprietary information, training methodologies, or operational procedures; or
  3. Include Customer-specific or Customer-identifiable information in benchmarks, case studies, or marketing materials without the Customer's express written approval.

Data Residency and Security

If ASTi transmits or stores Customer Data for any purpose under this Agreement, ASTi shall implement and maintain reasonable administrative, physical, and technical safeguards designed to protect Customer Data from unauthorized access, use, or disclosure.

Feedback and Suggestions

Any suggestions, enhancement requests, recommendations, or other feedback that the Customer provides to ASTi regarding the Software (Feedback) shall be the sole property of ASTi. The Customer hereby assigns to ASTi all right, title, and interest in such Feedback, and ASTi may use such Feedback without any obligation of confidentiality, attribution, or compensation to the Customer.

Reserved Rights

All rights not expressly granted in this Agreement are reserved by the respective parties. Nothing in this Agreement shall be construed to grant any rights by implication, estoppel, or otherwise except as expressly set forth herein.

ASTi's AI Technology Use

ASTi may use artificial intelligence, machine learning, and other AI technologies (AI Technologies) in the design, development, testing, support, maintenance, and delivery of the Software and services, including for code generation, testing, bug detection, performance optimization, Documentation, technical support, feature development, and security analysis. ASTi maintains appropriate oversight of AI-generated outputs and remains fully responsible for the Software and services provided. The Customer'suse of the Software does not grant any rights to ASTi's AI Technologies or underlying models.

Use of Customer Data for Product Improvement

This section establishes the terms under which ASTi may use Customer Data to improve its Products and services, including the development and enhancement of AI models and Software functionality:

  1. Consent: the Customer consents to ASTi's use of Customer Data to improve ASTi's Products and services for all customers, including developing new features, and improving Software functionality, performance, security, and user experience.
  2. Anonymization efforts: where technically feasible, ASTi will use Customer Data in an anonymized or aggregated form. However, the Customer acknowledges that complete anonymization may not always be possible, and that AI models may retain patterns or insights derived from Customer Data.
  3. Ownership of improvements: all AI models, algorithms, improvements, and capabilities that ASTi develops using Customer Data (whether alone or combined with other data) shall be ASTi's sole and exclusive property. The Customer retains ownership of the original Customer Data that they provided to ASTi.
  4. Confidentiality: ASTi shall not intentionally use Customer Data in a manner that identifies the Customer or reveals Customer-specific proprietary information to third parties, except as necessary to provide services to the Customer or as this Agreement otherwise permits.

Third-Party AI Services

If ASTi uses third-party AI service providers to process Customer Data, ASTi shall do the following:

  1. Ensure appropriate confidentiality obligations bind such providers,
  2. Prohibit such providers from using Customer Data to train or improve their own AI models or services,
  3. Require appropriate security measures,
  4. Remain fully liable for such providers' acts and omissions, and
  5. Provide reasonable notice of third-party AI providers that it uses to process Customer Data.

AI-Generated Content

ASTi makes no warranty regarding the accuracy, completeness, or reliability of AI-generated outputs. The Customer is responsible for reviewing and validating all AI-generated content before use in production or mission-critical applications. AI-generated outputs may contain errors, inaccuracies, or biases.

AI Regulatory Compliance

Both parties shall comply with all applicable laws regarding AI Technologies, including data protection laws (e.g., GDPR, CCPA), AI-specific regulations (e.g., EU AI Act), export control laws, and bias/fairness requirements.

Version and Capability Updates

This section governs how software updates, upgrades, patches, and new versions are integrated with this license Agreement. It defines the different types of updates, establishes the Customer's rights and obligations when new versions become available, and addresses practical considerations such as version transitions, replacement versions, and beta software handling.

Agreement Terms Applicability

All Software updates, upgrades, patches, maintenance releases, new versions, additional modules, and supplemental Software components that the Customer acquires from ASTi will constitute part of the Software. This principle applies whether the Customer separately purchases them, receives them as part of a maintenance agreement, or receives them as complimentary updates. This Agreement governs these elements, unless a separate written agreement expressly supersedes this Agreement.

Update Types and Definitions

ASTi may provide Software enhancements in the following forms:

  1. Maintenance updates: minor releases, patches, and bug fixes that do not materially change Software functionality (e.g., version 2.1 to 2.1.1);
  2. Upgrades: new versions that add features, enhance capabilities, or materially modify functionality (e.g., version 2.0 to 3.0); and
  3. Additional modules: separately licensed Software components, features, or capabilities that extend or supplement the base Software.

Replacement Versions

When a Software update or upgrade completely replaces (rather than supplements) a previously licensed version of the Software, the following applies:

  1. The Customer must discontinue use of the prior version and may not operate both the replacement version and the superseded version concurrently on the same or different Systems.
  2. The Customer shall uninstall or disable the superseded version within 30 days of installing the replacement version.
  3. The Customer may not transfer, assign, or migrate the superseded version to any other platform, system, user, or entity.
  4. The Customer may retain one archival copy of the superseded version solely for backup or disaster recovery purposes, provided that the Customer does not install or use such copy operationally.
  5. The Customer shall deactivate or return to ASTi upon request all License Keys associated with the superseded version.

Beta and Prerelease Software

Any beta, prerelease, evaluation, or trial versions of Software that ASTi provides are licensed "ASIS" without warranty of any kind and are subject to additional terms that ASTi may specify in writing. The Customer may not use such prerelease Software in production environments and must remove or replace them with commercially released versions within the time frame that ASTi specifies.

Downgrade Rights

The Customer may elect to use an earlier version of the Software in lieu of the current licensed version in the following circumstances:

  1. The Customer has a valid license for the current version,
  2. ASTi continues to support the earlier version,
  3. The Customer complies with all license restrictions applicable to the earlier version, and
  4. ASTi is under no obligation to provide maintenance, support, or updates for the earlier version unless ASTi expressly agrees in writing.

Third-Party Components

Updates may include third-party software components subject to separate license terms. The Customer agrees to comply with all applicable third-party license terms, which ASTi may provide with the update or make available through the Software's Documentation or user interface.

Software Protection and Security

This section establishes the Customer's obligations to protect ASTi's Software, Documentation, and License Key from unauthorized access, use, or disclosure. It outlines required security measures, incident notification procedures, and restrictions on reverse engineering, modification, and other activities that could compromise the Software's integrity or ASTi's intellectual property rights.

Security Obligations

The Customer shall implement and maintain commercially reasonable administrative, physical, and technical security measures to protect the Software, Documentation, and License Keys from unauthorized access, use, copying, modification, disclosure, or destruction. At a minimum, the Customer shall implement the following:

  1. Access controls: restrict access to the Software and License Keys to only those employees, contractors, and authorized personnel who have a legitimate business need to use the Software in furtherance of the Customer's licensed purposes.
  2. Authentication measures: implement and enforce password protection, multifactor authentication where available, and role-based access controls on all Systems and devices on which the Software is installed or operated.
  3. Physical security: maintain secure physical custody and control of all USB License Key, hardware devices, and any physical media containing the Software, including storing such items in locked or access-controlled facilities when not in active use.
  4. Personnel training: inform and train authorized personnel regarding their obligations to protect the Software and maintain the confidentiality of License Keys and access credentials.
  5. Network security: implement appropriate network security controls, including firewalls, intrusion detection systems, and secure network configurations, to prevent unauthorized access to Systems running the Software.
  6. Monitoring and auditing: maintain logs of Software access and usage where technically feasible, and periodically review such logs for unauthorized or suspicious activity.
  7. Removable media controls: implement controls to prevent unauthorized copying of the Software to removable media, cloud storage, or other external systems.

Incident Notification

The Customer shall promptly notify ASTi in writing and in no event later than 48 hours after discovery of the following incidents:

  1. Any known or suspected unauthorized access to, use of, copying of, or tampering with the Software, Documentation, or License Keys;
  2. Any loss, theft, or misplacement of License Keys or physical media containing the Software;
  3. Any security breach affecting Systems on which the Software is installed; or
  4. Any suspected compromise of access credentials used to activate or operate the Software.

Such notification shall include a description of the incident, the affected Software components or License Keys, the potential impact, and the corrective measures taken or planned.

Security Incident Cooperation

Upon notification of a security incident, the Customer shall do the following:

  1. Cooperate fully with ASTi in investigating and remediating the incident;
  2. Provide ASTi with reasonable access to relevant systems, logs, and personnel to assess the scope and impact;
  3. Take immediate steps to contain the incident and prevent further unauthorized access or use;
  4. Implement corrective measures that ASTi reasonably requests; and
  5. Provide ASTi with a written report documenting the incident, root cause analysis, and remediation actions within 30 days of resolution.

Use and Modification Restrictions

The Customer shall not and shall not permit any third party to do the following:

  1. Reverse engineering: reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying algorithms, structure, or organization of the Software, except and only to the extent such activity is expressly permitted by applicable law notwithstanding this limitation.
  2. Modification: modify, adapt, translate, or create derivative works based upon the Software or Documentation, except as Derivative Works and Modifications expressly permits.
  3. Circumvention: disable, circumvent, bypass, or remove any security features, license enforcement mechanisms, copy protection, access controls, or usage restrictions that ASTi has incorporated into or applied to the Software.
  4. Extraction: extract, isolate, or separate any component, module, routine, or algorithm from the Software for use independently or in conjunction with other software.
  5. Benchmarking: conduct or publish benchmark tests or performance comparisons of the Software without ASTi's prior written consent.
  6. Competitive analysis: use the Software for purposes of developing, marketing, or distributing any product or service that competes with ASTi's products or services.
  7. Unauthorized distribution: copy, distribute, rent, lease, sublicense, transfer, or provide access to the Software to any third party except as this Agreement expressly permits.

Permitted Reverse Engineering

Notwithstanding the foregoing restrictions, if the Customer is located in a jurisdiction where applicable law prohibits restrictions on reverse engineering for interoperability purposes (e.g., the European Union under Directive 2009/24/EC), the Customer may reverse engineer the Software solely to the extent necessary to achieve interoperability with independently created software, under the following conditions:

  1. Such information is not otherwise readily available from ASTi,
  2. The Customer first requests such interoperability information from ASTi in writing and allows ASTi reasonable time to respond,
  3. Such reverse engineering is limited to the portions of the Software necessary to achieve interoperability, or
  4. The Customer uses any information obtained through such permitted reverse engineering solely for interoperability purposes and does not disclose the information to any third party or use it for any other purpose.

Audit Rights

ASTi reserves the right, upon reasonable advance written notice and during normal business hours, to audit the Customer's use of the Software and compliance with the security obligations set forth in this section, either directly or through an independent third-party auditor bound by confidentiality obligations. The Customer shall cooperate with such audits and provide reasonable access to relevant systems, records, and personnel.

Equitable Relief

The Customer acknowledges that unauthorized use, copying, or disclosure of the Software would cause irreparable harm to ASTi for which monetary damages would be an inadequate remedy. Accordingly, in addition to any other remedies available at law or in equity, ASTi shall be entitled to seek injunctive relief to prevent or restrain any breach or threatened breach of this section.

Product Limitations and Intended Use

ASTi communications Products are designed and manufactured to commercial-grade standards for use in standard operational environments. These Products are not ruggedized, hardened, or certified for use in mission-critical, safety-critical, or life-safety applications where any interruption, degradation, or failure of communications could result in the following:

  1. Death, personal injury, or physical harm to any person,
  2. Damage to property or the environment,
  3. Failure of critical infrastructure or operations, or
  4. Any other catastrophic consequence.

The Customer assumes all responsibility for determining the Product's suitability for the Customer's intended use and for implementing appropriate redundancy, backup systems, and safety protocols as necessary.

Termination

This section defines how and when either party may end this software license Agreement, the required procedures for termination, and the obligations that continue after the Agreement ends. It covers termination for material breach, immediate termination for serious violations, voluntary termination by the Customer, and the specific steps both parties must take when the Agreement concludes.

Term

This Agreement shall commence on the Effective Date and shall continue in perpetuity unless and until terminated in accordance with the provisions of this section.

Termination for Material Breach

Either party may terminate this Agreement for material breach by the other party, subject to the following cure period and notice requirements:

  1. The nonbreaching party must provide written notice to the breaching party specifically identifying the material breach and the provisions of this Agreement that have been violated.
  2. The breaching party shall have 30 days from receipt of such notice to cure the breach to the reasonable satisfaction of the nonbreaching party.
  3. If the breach is cured within the 30-day cure period, this Agreement shall remain in full force and effect.
  4. If the breach is not cured within the cure period, this Agreement shall terminate automatically upon expiration of the 30 day period without further notice.
  5. Material breaches include but are not limited to the following:
    1. Failure to pay amounts that the Order Documentation specifies as due beyond applicable cure periods;
    2. Breach of confidentiality obligations;
    3. Violation of license scope or restrictions;
    4. Failure to comply with security obligations resulting in unauthorized access or use; or
    5. Breach of intellectual property provisions.

Immediate Termination Without Cure Period

Notwithstanding the cure period provisions above, ASTi may terminate this Agreement immediately upon written notice to the Customer, without any opportunity to cure, if the Customer does the following:

  1. Violates any export control, sanctions, or trade compliance provision of this Agreement or applicable law;
  2. Uses the Software in any manner that violates applicable criminal laws or regulations;
  3. Engages in unauthorized copying, reproduction, distribution, sublicensing, or transfer of the Software, Documentation, or License Keys;
  4. Reverse engineers, decompiles, disassembles, or attempts to derive source code from the Software in violation of this Agreement;
  5. Circumvents, disables, or tampers with license enforcement mechanisms, copy protection, or security features;
  6. Becomes insolvent, makes a general assignment for the benefit of creditors, files a petition in bankruptcy, has a petition in bankruptcy filed against it that is not dismissed within 60 days, enters into receivership or liquidation, or ceases business operations;
  7. Commits a second material breach of this Agreement within any 12-month period, regardless of whether the first breach was cured;
  8. Engages in conduct that creates a demonstrable and immediate risk to the security, integrity, or confidentiality of ASTi's intellectual property or proprietary information.

Termination by Customer

The Customer may terminate this Agreement for convenience upon 90 days of prior written notice to ASTi, provided that the following occur:

  1. The Customer has satisfied all payment obligations as specified in the Order Documentation, and
  2. The Customer complies with all obligations under Termination Effect.

No refunds of license fees or other amounts paid shall be due when the Customer terminates this Agreement, except as a separate written agreement expressly provides.

Termination Effect

Upon termination or expiration of this Agreement for any reason, the following occurs:

  1. Immediate cessation: the Customer shall immediately cease all use of the Software, Documentation, and any related ASTi materials and shall discontinue all activities dependent upon the Software;
  2. Return or destruction: within 10 days of termination, the Customer shall, at ASTi's election, do the following:
    1. Return to ASTi all copies of the Software, Documentation, License Keys, USB hardware, and any other ASTi materials, including all copies in any form or media; or
    2. Destroy or permanently delete all such materials and provide written certification of such destruction.
  3. Certification: the Customer shall provide ASTi with a written certification signed by an authorized officer of the Customer, confirming compliance with subsection (b) above, including a statement that the Customer has returned or destroyed all copies and has ceased all use of the Software.
  4. License Keys: the Customer shall immediately deactivate all License Keys, and upon ASTi's request, return all USB License Keys and USB hardware to ASTi at the Customer's expense.
  5. Data retrieval: the Customer shall have 30 days from the termination date to retrieve any Customer Data that the Software stores or processes. After such a period, ASTi shall have no obligation to maintain or provide access to Customer Data.
  6. Payment obligations: the Customer shall immediately pay all outstanding amounts due to ASTi as specified in the Order Documentation, including any fees, charges, or expenses incurred through the termination date;
  7. No further distribution: the Customer shall cease all distribution, demonstration, or promotion of any products, services, or materials that incorporate, are based upon, or require the use of the Software.
  8. Third-party notifications: if the Customer has permitted third parties to use the Software pursuant to this Agreement, the Customer shall immediately notify such third parties of the termination and ensure their compliance with the requirements of this section.

Post-Termination Assistance

Upon the Customer's written request made within 10 days of termination and subject to payment of ASTi's then-current professional services rates, ASTi may, at its sole discretion, provide reasonable assistance to the Customer in transitioning to alternative software solutions, including limited technical consultation and data export support.

Surviving Provisions

The following provisions shall survive any termination or expiration of this Agreement:

  1. ASTi Intellectual Property ownership,
  2. ASTi's AI Technology Use, including ASTi's right to continue using AI models and improvements that it developed using Customer Data,
  3. Confidentiality and Nondisclosure,
  4. Warranty Disclaimer,
  5. Liability Limitations,
  6. Indemnification obligations that arose prior to termination,
  7. Payment Obligations,
  8. Termination Effect (this section),
  9. Audit Rights for a period of two years following termination,
  10. Governing Law
  11. Disputes
  12. Any other provision that by its nature is intended to survive termination.

Termination Not Sole Remedy

Termination of this Agreement shall not constitute either party's sole or exclusive remedy for breach and shall be in addition to any other remedies available at law or in equity. Termination shall not relieve either party from liability for breaches occurring prior to termination.

Effect on Warranties and Representations

Termination of this Agreement shall not affect any warranties or representations made prior to termination, and any liability arising from breach of such warranties or representations shall survive termination in accordance with applicable law and the terms of this Agreement.

US Government Restricted Rights

The applicable Federal Acquisition Regulation (FAR) and Defense Federal Acquisition Regulation Supplement (DFARS) for commercial off-the-shelf (COTS) software and hardware products restrict use, duplication, or disclosure by the US government.

The contractor/manufacturer is:
Advanced Simulation Technology inc.,
500A Huntmar Park Drive,
Herndon, Virginia 20170 USA.

Export Control and Trade Compliance

This section addresses compliance with US export control laws and international trade regulations that govern the software and technical data provided under this Agreement. It establishes the Customer's obligations to obtain required authorizations, comply with restricted party screenings, and avoid prohibited destinations or end uses, while defining ASTi's rights to modify or terminate access based on regulatory changes.

Export Control Applicability

The Customer acknowledges and agrees that Controlled Items are subject to the export control laws and regulations of the United States and other applicable jurisdictions, including but not limited to the following:

  1. The US Export Administration Regulations (EAR), 15 CFR. Parts 730–774, administered by the US Department of Commerce, Bureau of Industry and Security (BIS);
  2. The International Traffic in Arms Regulations (ITAR), 22 CFR Parts 120–130, administered by the US Department of State, Directorate of Defense Trade Controls (DDTC);
  3. The Export Control Reform Act (ECRA);
  4. Economic sanctions programs administered by the US Department of the Treasury, Office of Foreign Assets Control (OFAC); and
  5. Any other applicable export control, sanctions, or trade laws and regulations of the United States or other relevant jurisdictions.

Customer Representations and Warranties

The Customer represents, warrants, and covenants the following:

  1. The Customer understands and acknowledges that the Controlled Items may be subject to export controls and that unauthorized export, reexport, transfer, or use may result in severe civil and criminal penalties.
  2. The Customer is not, and none of its officers, directors, employees, agents, or representatives with access to the Controlled Items fall into any of the following prohibited categories:
    1. Located in, organized under the laws of, or ordinarily resident in any country, region, or territory subject to comprehensive US sanctions (currently including Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine);
    2. Listed on, or owned or controlled by any person or entity listed on, any US government-restricted parties list, including the Treasury Department's Specially Designated Nationals (SDN) and Blocked Persons List, the Commerce Department's Denied Persons List, Entity List, or Unverified List, or the State Department's Debarred List; or
    3. Subject to any US government denial, suspension, or revocation of export privileges.
  3. The Customer will not use, export, reexport, transfer, or provide access to the Controlled Items, directly or indirectly, to any prohibited destination, person, entity, or end use without obtaining all required US government authorizations, licenses, or approvals;
  4. The Customer will not use or permit the use of the Controlled Items in connection with anyprohibited end use, including but not limited to the following:
    1. Design, development, production, stockpiling, or use of nuclear, chemical, or biological weapons or missile technology,
    2. Any military end use or military end user in certain countries, as applicable regulations specify; and
    3. Any activity that would violate US export control laws or sanctions programs.
  5. The Customer has implemented and will maintain an effective export compliance program adequate to ensure compliance with all applicable export control laws and regulations.
  6. All information that the Customer provides to ASTi regarding its identity, location, intended use, end users, and destinations is complete, current, and accurate.

Customer Compliance Obligations

The Customer shall fulfill the following compliance regulations:

  1. Obtain required authorizations: determine the export classification and licensing requirements for all Controlled Items, and obtain all necessary export licenses, approvals, or authorizations from the US government and any other applicable authorities prior to any export, reexport, transfer, or provision of access.
  2. Conduct screening: screen all persons and entities to which the Customer exports, reexports, transfers, or provides access to Controlled Items against all applicable US government-restricted parties lists and maintain records of such screenings.
  3. Implement controls: establish and maintain appropriate physical, technical, and administrative controls to prevent unauthorized access to or transfer of Controlled Items, including access controls, security measures, and segregation procedures.
  4. Maintain records: create and retain complete and accurate records of all exports, reexports, transfers, and access grants for Controlled Items for a minimum of five years from each transaction date, or such longer period as applicable law requires.
  5. Provide required information: upon ASTi's request, provide ASTi with complete and accurate information regarding the Customer's intended use, end users, and destinations for the Controlled Items to enable ASTi to comply with its own export control obligations.
  6. Include flow-down provisions: include appropriate export control provisions in any agreements with third parties that will receive access to or use of the Controlled Items, and ensure such third parties' compliance with applicable export control laws.
  7. Monitor regulatory changes: monitor changes to export control laws and regulations and adjust its compliance practices accordingly.
  8. Notify ASTi of changes: promptly notify ASTi in writing of any material changes to the Customer's export control status, including any addition to restricted parties lists, denial of export privileges, or investigation by any government authority.

ASTi Classification Assistance

Upon the Customer's written request, ASTi will use commercially reasonable efforts to provide the Customer with available export classification information for the Products, including the following:

  1. Export Control Classification Number (ECCN) or US Munitions List (USML) category, if applicable,
  2. Technical data classification information, and
  3. Other reasonably available information that may assist the Customer in determining its export licensing obligations.

The Customer acknowledges and agrees that the following apply:

  1. Any classification information that ASTi provides is for informational purposes only and does not constitute legal advice;
  2. Export classifications may change over time based on regulatory amendments, commodity jurisdiction determinations, or other factors;
  3. The Customer remains solely responsible for independently determining the applicable export classification and licensing requirements for its specific use, transfer, or export scenario;
  4. ASTi makes no representation or warranty regarding the accuracy or completeness of classification information provided; and
  5. Provision of classification information does not relieve the Customer of any obligations under this Agreement or applicable law.

Restricted Destinations and End Uses

The Customer shall not and shall not permit any third party to export, reexport, transfer, or provide access to any Controlled Items:

  1. To or in any country, region, or territory subject to comprehensive US economic sanctions or embargoes;
  2. To any person or entity listed on any US government-restricted parties list;
  3. To any person or entity that the Customer knows or has reason to know will utilize the Controlled Items in a prohibited end use, including activities related to weapons of mass destruction or their delivery systems;
  4. To any military end user or for any military end use in countries subject to such restrictions under applicable export regulations; or
  5. In violation of any applicable export control law, regulation, order, or license condition.

Third-Party Transfers and Sublicensing

If the Customer transfers, sublicenses, or otherwise provides access to any Controlled Items to any third party pursuant to this Agreement:

  1. The Customer shall ensure such third party complies with all applicable export control laws and all provisions of this section;
  2. The Customer shall obtain written certification from such third party regarding its export control compliance status and commitments;
  3. The Customer shall remain fully responsible and liable for such third party's compliance with export control laws and this Agreement; and
  4. The Customer shall include in any agreement with such third-party provisions at least as restrictive as those contained in this section.

Deemed Exports

The Customer acknowledges that providing access to Controlled Items to foreign persons (persons who are not US citizens or lawful permanent residents) within the United States or any other country may constitute a "deemed export" or "deemed reexport" requiring authorization under applicable export regulations. The Customer shall obtain all necessary authorizations prior to providing such access.

Violations and Remedies

In the event of any violation or suspected violation of export control requirements, the following provisions shall apply:

  1. Immediate notification: the Customer shall immediately notify ASTi in writing upon discovery of any actual or suspected violation of export control laws or this section, including a detailed description of the circumstances, parties involved, and corrective actions taken or planned.
  2. Immediate termination: any violation of this section by the Customer shall constitute a material breach of this Agreement, entitling ASTi to immediately terminate this Agreement without notice or opportunity to cure, in addition to any other remedies available at law or in equity.
  3. Voluntary disclosure cooperation: if the Customer determines that a voluntary disclosure to US government agencies is warranted, the Customer shall consult with ASTi prior to submitting and shall cooperate with ASTi in preparing and submitting any such disclosure.
  4. Indemnification: the Customer shall indemnify, defend, and hold harmless ASTi, its affiliates, and its respective officers, directors, employees, and agents from and against all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from or relating to the Customer's violation of export control laws or this section.
  5. Injunctive relief: the Customer acknowledges that violation of export control laws or this section would cause irreparable harm to ASTi for which monetary damages would be inadequate, and ASTi shall be entitled to seek injunctive or other equitable relief without posting bond.

Export Control Status Changes

ASTi reserves the right to modify or terminate the Customer's access to or use of Controlled Items if the following occur:

  1. A change in applicable export control laws or regulations prohibits or restricts ASTi's ability to provide Controlled Items to the Customer;
  2. The Customer or any of its affiliates, officers, directors, or employees with access to Controlled Items is added to any US government-restricted parties list;
  3. The Customer's country, region, or territory becomes subject to new or expanded US sanctions or export restrictions;
  4. ASTi receives information indicating that the Customer may be violating export control laws or this section; or
  5. Any US government agency directs ASTi to cease providing Controlled Items to the Customer.

In such event, ASTi shall provide the Customer with written notice, and the Customer shall immediately cease use of and return or destroy all Controlled Items as ASTi directs.

No Waiver of Rights

This Agreement does not obligate ASTi to provide any Controlled Items to the Customer or apply for or obtain any export license or authorization on the Customer's behalf. ASTi reserves the right to refuse to provide Controlled Items to any destination, person, entity, or end use at its sole discretion.

Liability Limitations

This section establishes limits on ASTi's financial responsibility for damages arising from this Agreement or the use of ASTi Software. It sets maximum liability caps, excludes certain types of damages, and identifies specific exceptions where these limitations do not apply, such as breaches of confidentiality, export control violations, or ASTi's gross negligence.

Liability Cap

Subject to the exceptions below, ASTi's total aggregate liability arising out of or relating to this Agreement, the Software, or Documentation, whether based on contract, tort, warranty, or any other legal theory, shall not exceed the greater of the following:

  1. The total license fees paid by the Customer for the specific Software at issue during the 12 months preceding the claim; or
  2. Fifty-thousand US dollars ($50,000.00). ASTi shall treat multiple claims arising from related facts as a single claim.

Exclusion of Consequential Damages

To the maximum extent permitted by law, ASTi shall not be liable for any indirect, incidental, consequential, special, or punitive damages, or for any loss of profits, revenue, data, business opportunities, or costs of substitute products or services, regardless of foreseeability or whether ASTi was advised of the possibility of such damages.

Limitation Exceptions

The foregoing limitations shall not apply to the following terms:

  1. The Customer's breach of intellectual property or confidentiality provisions;
  2. The Customer's violation of export control laws or provisions;
  3. ASTi's gross negligence, willful misconduct, or fraud;
  4. ASTi's indemnification obligations under this Agreement;
  5. Death or personal injury caused by ASTi's negligence, where prohibited by law;
  6. The Customer's payment obligations as the Order Documentation specifies;
  7. Any liability that cannot be limited under applicable law.

Third-Party and Modified Software

ASTi has no liability for claims arising from the following:

  1. Third-party products or services,
  2. Customer Data,
  3. Modifications that ASTi did not make,
  4. Use of the Software contrary to the Documentation,
  5. The Customer's failure to implement ASTi-provided updates, or
  6. Acts or omissions from Customer personnel.

Basis of Bargain

The Customer acknowledges that these limitations are fundamental to the parties' Agreement, reflect the allocation of risk between the parties, and reflect the license fees that ASTi charges. ASTi could not provide the Software economically without these limitations.

Time Limitation

No action arising from this Agreement may be brought more than two years after the cause of action accrues.

Jurisdiction Variations

Some jurisdictions do not permit limitations on implied warranties or exclusions of consequential damages. Where such limitations are prohibited, they shall not apply, but only to the minimum extent necessary to comply with applicable law. If any limitation is held unenforceable, the remaining limitations shall remain in effect. This provision gives the Customer specific legal rights, and the Customer may have additional rights that vary by jurisdiction.

Application to ASTi Parties

These limitations apply to ASTi, its affiliates, licensors, suppliers, and their respective officers, directors, employees, and agents.

Warranty Disclaimer

ASTi makes no warranty, representation, or promise not expressly set forth in this Agreement. ASTi disclaims and excludes any and all implied warranties of merchantability, title, and fitness for a particular purpose. ASTi does not warrant that the Software and Documentation are without defect or error or that no interruptions will occur during Software operation.

Indemnification

This section establishes when each party must defend and compensate the other against third-party legal claims. It covers ASTi's obligation to defend the Customer against intellectual property infringement claims, the Customer's obligation to defend ASTi against claims arising from misuse or violations, and the procedures both parties must follow when managing these defense obligations.

Indemnification by ASTi

ASTi provides intellectual property indemnification subject to the following terms and conditions:

  1. Defense and indemnification: ASTi shall defend, indemnify, and hold harmless the Customer and its affiliates, and their respective officers, directors, employees, and agents (collectively, Customer Indemnitees) from and against any and all third-party claims, demands, lawsuits, or proceedings (each, a Claim). This statement applies to Claims alleging that the Software or Documentation, when the Customer uses them in accordance with this Agreement, infringes or misappropriates any US patent, copyright, trademark, or trade secret of a third party. ASTi shall pay all damages, costs, and attorneys' fees that a court of competent jurisdiction finally awards against the Customer Indemnitees or agrees to in a settlement that ASTi approves.
  2. Conditions to indemnification: ASTi's obligations under this subsection depend upon the Customer doing the following:
    1. Providing ASTi with prompt written notice of any Claim (provided that failure to provide prompt notice shall not relieve ASTi of its obligations except to the extent ASTi is materially prejudiced by such delay);
    2. Granting ASTi sole control over the defense and settlement of the Claim (provided that ASTi may not settle any Claim in a manner that admits fault on behalf of the Customer, imposes any obligation on the Customer, or adversely affects the Customer's rights without the Customer's prior written consent, which consent shall not be unreasonably withheld);
    3. Providing reasonable cooperation and assistance in the defense of the Claim at ASTi's expense; and
    4. Refusing to make any admission of liability or entering into any settlement without ASTi's prior written consent.
  3. Remedies: if the Software or Documentation becomes, or in ASTi's opinion is likely to become, the subject of an infringement claim, ASTi may, at its option and expense do the following:
    1. Procure for the Customer the right to continue using the Software or Documentation;
    2. Replace or modify the Software or Documentation to make it noninfringing while providing substantially equivalent functionality; or
    3. If neither of the foregoing options is commercially reasonable, terminate this Agreement and refund to the Customer a pro rata portion of the license fees specified in the Order Documentation and paid for the infringing Software, based on a five-year straightline depreciation from the date of the Customer's initial payment.
  4. Exclusions: ASTi shall have no obligation under this section with respect to any Claim arising from or relating to the following:
    1. Modifications to the Software or Documentation that ASTi did not make;
    2. Use of the Software or Documentation in combination with products, services, data, or equipment that ASTi did not supply or approve in writing, where the alleged infringement would not have occurred but for such combination;
    3. Use of other than the most current version of the Software made available to the Customer, where ASTi has notified the Customer that use of the current version would have avoided the infringement;
    4. The Customer's continued use of the allegedly infringing Software or Documentation ASTi notified them to cease such use;
    5. Use of the Software or Documentation in a manner not in accordance with this Agreement or the Documentation;
    6. Customer Data or any content, materials, or data that the Customer provided;
    7. Compliance with the Customer's designs, specifications, or instructions;
    8. Any open source or third-party software components included in the Software to the extent the infringement arises from such components and not from ASTi's implementation thereof; or
    9. Software provided on a trial, evaluation, beta, or no-charge basis.
  5. Sole remedy: THIS SECTION STATES CUSTOMER'S SOLE AND EXCLUSIVE REMEDY AND ASTI'S ENTIRE LIABILITY FOR ANY ACTUAL OR ALLEGED INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS BY THE SOFTWARE OR DOCUMENTATION.

Indemnification by the Customer

The Customer shall provide indemnification to ASTi under the following circumstances and conditions:

  1. Defense and indemnification: the Customer shall defend, indemnify, and hold harmless ASTi and its affiliates, licensors, and their respective officers, directors, employees, and agents (collectively, ASTi Indemnitees) from and against any and all Claims and shall pay all damages, costs, and attorneys' fees finally awarded against ASTi Indemnitees or agreed to in a settlement that the Customer approves, arising from or relating to the following:
    1. The Customer's breach of this Agreement, including but not limited to breach of license restrictions, confidentiality obligations, security requirements, or intellectual property provisions;
    2. The Customer's violation of any applicable law, regulation, or third-party right, including export control laws, data privacy laws, or intellectual property rights
    3. Customer Data or any content, materials, or data that the Customer or its users provide, upload, or transmit;
    4. Any modifications, enhancements, or derivative works made to the Software by the Customer or on the Customer's behalf (except to the extent such modifications are jointly owned and the Claim relates to ASTi's portion of such modifications);
    5. The Customer's use of the Software in combination with products, services, data, or equipment that ASTi did not supply or approve;
    6. The Customer's use of the Software in a manner that this Agreement did not authorize or is not in accordance with the Documentation;
    7. Any representations, warranties, or commitments that the Customer made to third parties concerning the Software that are inconsistent with or exceed those that this Agreement provides;
    8. Claims that the Customer's employees, contractors, agents, or end users made arising from the Customer's provision of access to or use of the Software;
    9. Injury to person or damage to tangible property caused by the Customer's negligence or willful misconduct in connection with the Software; or
    10. Any claim that the Customer's use of the Software in accordance with the Customer's specifications, designs, or instructions infringes or misappropriates any third-party intellectual property right.
  2. Conditions to indemnification: the Customer's obligations under this subsection depend on ASTi doing the following:
    1. Providing the Customer with prompt written notice of any Claim (provided that failure to provide prompt notice shall not relieve the Customer of its obligations except to the extent the Customer is materially prejudiced by such delay);
    2. Granting the Customer sole control over the defense and settlement of the Claim (provided that the Customer may not settle any Claim in a manner that admits fault on behalf of ASTi, imposes any obligation on ASTi, or adversely affects ASTi's rights without ASTi's prior written consent);
    3. Providing reasonable cooperation and assistance in the defense of the Claim at the Customer's expense; and
    4. Refusing to make any admission of liability or entering into any settlement without the Customer's prior written consent.

Indemnification Procedures

The following procedures shall govern all indemnification obligations under this agreement:

  1. The indemnifying party shall have the right, but not the obligation, to assume the defense of any Claim using counsel of its own choosing.
  2. The indemnified party may participate in the defense of any Claim at its own expense using counsel of its own choosing, and the indemnifying party shall reasonably cooperate with such participation.
  3. Neither party shall settle any Claim in a manner that imposes liability on, requires payment by, admits fault of, or restricts the activities of the other party without such other party's prior written consent.
  4. Each party shall provide the other with prompt notice of any Claim subject to indemnification and shall provide reasonable cooperation and assistance in the defense thereof.

Indemnification Limitations

Notwithstanding anything to the contrary in this section, the following terms apply:

  1. Neither party shall be obligated to indemnify the other party to the extent any Claim arises from the indemnified party's gross negligence, willful misconduct, or fraud;
  2. The total aggregate liability of either party under this Indemnification section shall be subject to the liability limitations in Liability Limitations, except that such limitations shall not apply to Claims arising from the following:
    1. Either party's breach of confidentiality obligations;
    2. The Customer's violation of ASTi's intellectual property rights;
    3. The Customer's violation of export control laws; or
    4. Either party's gross negligence, willful misconduct, or fraud.

General Provisions

Entire Agreement: this Agreement, together with any exhibits, schedules, or addenda referenced herein, constitutes the entire Agreement between the parties concerning the subject matter hereof and supersedes all prior or contemporaneous oral or written agreements, understandings, or representations.

Amendment: only a written instrument that both parties sign may amend this Agreement.

Severability: if any provision of this Agreement is invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Waiver: no waiver of any provision of this Agreement shall be effective unless the party who would be bound by such a waiver puts it in writing and signs it. No waiver shall constitute a continuing waiver or waiver of any other provision.

Assignment:

  1. Assignment by ASTi: ASTi may assign this Agreement, in whole or in part, to any affiliate, successor, or acquirer of all or substantially all of ASTi's business or assets related to the Software, without the Customer's consent. ASTi shall provide the Customer with written notice of any such assignment within 30 days thereof.
  2. Assignment by the Customer: the Customer may not assign, transfer, or delegate this Agreement, or any rights or obligations hereunder, whether voluntarily, involuntarily, by operation of law, or otherwise, without ASTi's prior written consent, except as expressly provided in subsections (c) and (d) below.
  3. License transfer rights: Assignment and License Transfers exclusively governs the Customer's rights to transfer individual Software licenses to end users. Such license transfers do not constitute assignment of this Agreement itself, and the Customer's relationship with ASTi under this Agreement continues for all nontransferred licenses and for the Customer's ongoing obligations related to transferred licenses.
  4. Corporate transactions: the Customer may assign this Agreement without ASTi's consent in connection with a merger, acquisition, consolidation, or sale of all or substantially all of the Customer's assets or business to which this Agreement relates, provided that the following occur:
    1. The assignee agrees in writing to be bound by all terms and conditions of this Agreement;
    2. The Customer provides ASTi with at least 30 days' prior written notice of the assignment, including the identity and contact information of the assignee;
    3. The assignee is not ASTi's competitor and is not located in or subject to the jurisdiction of any country subject to comprehensive US economic sanctions; and
    4. The Customer has satisfied all payment obligations as specified in the Order Documentation in full as of the Effective Date of the assignment.
  5. Effect of unauthorized assignment: any attempted assignment, transfer, or delegation in violation of this section shall be null and void and shall constitute a material breach of this Agreement.
  6. Binding effect: subject to the foregoing restrictions, this Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

Notices: all notices required or permitted under this Agreement shall be in writing. ASTi shall acknowledge such notices within three business days when the Customer sends notices personally, by confirmed electronic mail, using a commercial overnight courier service with written receipt verification, or by registered or certified mail, requesting a return receipt with prepaid postage.

The Customer shall send notices to ASTi at the following address:
Advanced Simulation Technology inc.
500A Huntmar Park Drive
Herndon, VA 20170
Attn: Legal Department



ASTi Software License Agreement, Rev. G (February 24, 2026)