Nimbis Distributor Licenses Exhibit

If there is a discrepancy, inconsistency or contradiction between the terms of the Agreement and the terms of this Exhibit, the

terms of this Exhibit shall prevail, but solely with respect to the grant of Distributor Licenses as described in this Exhibit.

 

1. Definitions

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 Offering means one or more Licensed Programs and/or Online Services and/or Packaged Offering.

Effective Date means (i) for a Licensed Program, the later of the following: (x) the date on which such Licensed Program is

shipped or made available electronically to Distributor or, if applicable, (y) the date on which Distributor is informed by DS that

the associated license key can be requested or is available, or (ii) for Online Services, the date of delivery of the Online

Services as described in Section 3 of this Exhibit.

Licensed Program means any data processing program for which a license is ordered by and provided to Distributor

pursuant to a Transaction Document and/or provided to Distributor as part of the Online Services, consisting of a series of

instructions or databases in machine readable form, and associated Documentation.

Machine means hardware belonging to Distributor or under its sole control or supervision, and located on Distributor's

premises.

Named User means a User identified with a unique username and password to use the DS Offerings.

Online Services means online access to, and use of, Licensed Program and other related services, as may be updated by

DS from time to time and ordered by Distributor pursuant to a Transaction Document. Online Services may also include

certain Licensed Program for which on-premise installation may be required.

Packaged Offering means a DS Offering composed of several Licensed Programs and/or Online Services as defined in the

product portfolio published at www.3ds.cQm/terms/prodt.iet-oortfolic or in the Transaction Document.

Transaction Document means the form (which may be online) referencing this Agreement, signed or otherwise accepted by

Distributor and accepted by DS that identifies the DS Offering ordered by Distributor, the quantities thereof, duration,

geographical scope, the DS Group Company serving as the licensor or service provider and Distributor identification.

User means any Distributor's employees who work for the exclusive internal needs of Distributor.

 

Defined terms can be used in a singular or plural form.

 

2. License and Use Rights

2.1 Grant. DS grants Distributor, from the Effective Date of the DS Offering, a free of charge, non-exclusive and nontransferable

right to access and use the DS Offering identified in the Transaction Document, for the duration of the Agreement

and solely for the purpose of promoting and demonstrating the DS Offerings and Support Services to prospects and

Customers in the Territory, and of providing Support Services, and specifically excluding any production purpose or any other

purpose such as consulting, services provision or Customer training. Distributor may (i) make and install the necessary

number of copies of the applicable Licensed Program for which on-premise installation is required, and (ii) make one copy for

back-up purposes of each Licensed Program for which on-premise installation is required.

The Licensed Programs may (i) be used only in the country or geographic area identified in the Territory Exhibit or in the DS

Offerings Exhibit, if applicable, {ii) be executed only on, or accessed by, Machines, and (iii) if applicable, be only for the

maximum number of Users, Named Users or maximum use authorized through tokens, as described in the Transaction

Document.

The Online Services may be used only for the maximum number of Named Users, as described in the Transaction Document.

This Agreement shall not contain, nor shall be supplemented by, any service level agreement.

2.2 Scope. Distributor agrees to operate each DS Offering in accordance with (i) the terms and provisions of this Exhibit

and the Documentation for such DS Offering, and (ii) any specific terms for third party software published at

www.3ds.com/tarmslthird-partv-(eims that apply to such DS Offering. Distributor agrees to ensure that its authorized Users

comply with such terms and provisions.

Other than as expressly set forth herein, Distributor acknowledges and agrees that DS shall have no obligation to provide any

other services, support or maintenance for the DS Offerings under this Exhibit. No rights, including, without limitation, any

right to use, reproduce or display, other than those specifically provided in this Exhibit are granted to Distributor. Except to the

extent permitted by applicable law, Distributor 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 delivered to Distributor or made available electronically. Electronic delivery will be made by providing

Distributor with necessary information to access the Online Services and/or download the Licensed Program. Distributor is

responsible for accessing DS's website and downloading the Licensed Program.

 

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. Licensed Programs are licensed, not sold. Distributor shall preserve and

reproduce all copyright, patent and trademark notices which appear in any DS Offering on all partial or integral copies thereof.

Distributor shall keep full, true and accurate records of all copies of the Licensed Programs, which records shall be available

for audit byD. Distributor 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".

Distributor 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.

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 EXHIBIT, 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.

DISTRIBUTOR'S USE OF DS OFFERINGS SHALL BE AT DISTRIBUTOR'S SOLE RISK. DISTRIBUTOR SHALL

INDEMNIFY AND HOLD DS AND ITS LICENSORS HARMLESS FROM ANY AND ALL LIABILITY OR EXPENSE,

INCLUDING REASONABLE ATTORNEYS' FEES, ARISING OUT OF THIS EXHIBIT OR DISTRIBUTOR'S USE OF THE DS

OFFERINGS UNDER THIS EXHIBIT.

 

6. Term and Termination

6.1 Licenses granted pursuant to this Exhibit shall remain in effect for the term of the Agreement and shall expire

concurrently with the Agreement, unless terminated earlier as provided hereunder.

6.2 DS may terminate Distributor's rights to any or all DS Offerings, if Distributor is in breach of any of its obligations, and

has failed to remedy such breach within thirty (30) days of receipt of written notice.

6.3 Upon expiration or termination of the Agreement, or of any licenses granted or any Online Services provided hereunder,

all rights granted to Distributor hereunder shall immediately terminate. Without limitation, Distributor shall immediately

destroy or return all copies of the terminated or expired Licensed Programs and associated Documentation in their entirety

and shall no longer have access to the Online Services.

 

7. Additional Terms for Online Services

7.1 Additional Definitions

Applicable Data Protection Legislation means any applicable data privacy law and all other regulations that may apply to

the Processing of Distributor's Personal Data.

Distributor Data means the data provided by Distributor to DS, whether posted by Distributor or any authorized Users,

through Distributor's use of the Online Services, including Personal Data.

Data Controller refers to any entity in the public or in the private sector that determines the purposes and the means of the

Processing of its Personal Data and has the bulk of compliance with all Applicable Data Protection Legislation.

Data Subject means an individual about whom Personal Data is collected and used.

Personal Data means any kind of information relating to an individual about whom information is collected which can,

individually or together with other information on the individual, lead to directly or indirectly identifying such individual.

Processing refers to any operation or set of operations (including, without limitation, collection, organization, adaptation,

deletion, storage, use, recording, interconnection, consultation, disclosure and transfer) that is performed upon Personal Data.

7.2 Distributor Data. All Distributor Data will remain the sole property of Distributor or the authorized Users that posted

such Distributor Data. Distributor shall have sole responsibility for the accuracy, quality, integrity, legality, reliability,

appropriateness of and obtaining copyright permissions for all Distributor Data. Subject to the terms and conditions of this

Exhibit, Distributor grants to DS a non-exclusive license to use, copy, store and transmit Distributor Data to the extent

reasonably necessary to provide and maintain the Online Services. Distributor acknowledges and agrees that DS Group

Company employees and DS subcontractors may have access to Distributor Data in connection with the performance of this

Exhibit. Distributor shall defend the DS Group Companies against all third party claims arising from or relating to (i)

Distributor's use of the Online Services in violation of applicable laws or regulations, and/or (ii) any violation, infringement or

misappropriation of the rights of a third party resulting from the Distributor Data, and shall pay all costs, damages and

expenses (including reasonable legal fees) finally awarded against DS by a court of competent jurisdiction or agreed to in a

written settlement agreement signed by Distributor arising out of such claim, provided (i) DS provides Distributor with prompt

written notice of the claim, and (ii) DS gives Distributor sole control of the defense of the claim and any related settlement

discussions and provides reasonable cooperation in the defense and settlement of the claim.

 

Distributor undertakes to abstain from, and shall ensure that all Users abstain from, processing, storing or uploading on its

data sharing environment any confidential information or confidential data.

 

DS may destroy Distributor Data, without notice, upon expiration or termination of the Distribution Agreement.

 

7.3 Data Privacy. Distributor acknowledges and agrees that it is and shall at all times remain the sole Data Controller of its

Personal Data, and therefore, shall be responsible for complying with all Applicable Data Protection Legislation including, but

not limited to, (i) transfer of Personal Data, (ii) information of Data Subjects and (iii) access, modification and deletion rights of

Data Subjects.

 

7.4 Third Party Content. DS exercises no control over, and assumes no responsibility or liability for any Distributor content

or third party content provided or published via the Online Services.

 

8. Export

Export to Distributor 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 Distributor if necessary authorizations, licenses or approvals

are not obtained. Distributor shall not export or re-export, either directly or indirectly, DS Offering when such export or reexport

requires an export license or other governmental approval without first obtaining such license or approval. Distributor

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. Distributor recognizes that

Distributor Data may be transferred to or stored in any country. Distributor undertakes to abstain from, and shall ensure all

Users 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. Distributor shall be

deemed to be the exporter of Distributor Data. DS may terminate all licenses and access to the Online Services granted

hereunder upon written notice if Distributor violates these provisions.

 

9. Survival.

The following sections of this Exhibit shall survive termination or expiration thereof: Sections 1, 2.2, 4, 5, 6.3, 7, 8 and 9.