Carbon Plug-in License Agreement

Last updated 1st July 2021

CARBON Plug-in LICENSE AGREEMENT

CAREFULLY READ THE FOLLOWING LICENCE AGREEMENT. IT CONTAINS VERY IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS THAT MAY APPLY TO YOU. THIS DOCUMENT CONTAINS A DISPUTE RESOLUTION CLAUSE.

Numerion Software Ltd. ("Numerion") licenses this Carbon Plug-in and all upgrades and related materials (collectively, the "Software"), subject to the terms and conditions of this Agreement.

BY CLICKING "ACCEPT", OR BY DOWNLOADING, INSTALLING OR USING THE SOFTWARE, YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT AND ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT BECOME LEGALLY BINDING ON YOU AS AN INDIVIDUAL OR ON THE ORGANIZATION THAT YOU REPRESENT.

IF YOU THE INDIVIDUAL (A) DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR (B) ARE NOT AUTHORIZED TO DOWNLOAD OR INSTALL THE SOFTWARE OR TO AGREE TO BE BOUND BY THIS AGREEMENT ON BEHALF OF YOUR ORGANIZATION YOU ARE NOT PERMITTED TO DOWNLOAD, INSTALL OR USE THE SOFTWARE.

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RECITALS

WHEREAS, Numerion has developed and is currently evolving this Software; and

WHEREAS, Numerion grants to certain individuals and organizations nonexclusive licenses to use this Software and provides services to support such uses of this Software; and

WHEREAS, Licensee desires to use this Software, and Numerion may provide services to support such uses of this Software.

AGREEMENT

NOW, THEREFORE, THIS AGREEMENT WITNESSETH that, in consideration of the mutual covenants contained herein, the Parties hereto agree as follows:

DEFINITIONS

For the purposes of this Agreement, the bold terms set forth below shall be defined as follows:

"Activation Key" shall mean the string of data that is issued by the License Activation Centre and which represents the type and number of Licenses available to Licensee.

"Affiliate" shall mean any person or entity that, either directly or indirectly, controls, is under common control with, or who is controlled by a Party, whether such control is exercised by voting rights or otherwise.

"Agreement" shall mean this Numerion Software License Agreement, as may be amended in accordance with its terms.

"Batch License" shall mean License to a version of the Software that is only executing in batch mode where there is no UI for the Licensee to interact with.

"Commercial" shall mean any activity carried on with the intention of, or with a view to, generating revenue or other compensation, directly or indirectly, or that actually generates revenue or other compensation, directly or indirectly.

"Intellectual Property Rights" shall mean any and all rights associated with works of authorship throughout the world, including but not limited to: (i) copyrights, moral rights, rental rights and mask-works; (ii) trademark, service mark and trade name rights and similar rights; (iii) trade secret rights; (iv) patents, designs, algorithms and other industrial property rights; (v) all other intellectual and proprietary rights (of every kind and nature throughout the world and however designated), whether arising by operation of law, contract, license or otherwise; and (vi) all registrations, applications, renewals, extensions, continuations, divisions or reissues of the foregoing.

"License Activation Centre" shall mean the cloud based application that Numerion uses to manage Licenses and issue Activation Keys.

"License Activation Date" shall mean the date the Activation Key is first activated.

"License Relocation Fee" shall mean the fee payable to Numerion to authorize a License to be moved from one computer to another.

"License Fee" shall mean the fees payable by Licensee or its Affiliate(s) pursuant to clause 6 hereof.

"Party" shall mean either Licensee or Numerion.

"Parties" shall mean Licensee and Numerion.

"Support" shall mean fixing or providing workarounds, where possible using reasonable commercial effort, to high-priority bugs and providing Updates as and when developed.

"Support Period" shall mean the time period during which Support is provided by Numerion.

"Taxes" shall mean any direct or indirect local, state, provincial, federal or foreign taxes, levies, duties or similar government charges or assessments of any nature, including sales taxes value-added taxes and withholding taxes, eligible on the transaction(s) contemplated by this Agreement.

"UI License" shall mean License to a version of the Software that is executing in a mode where there is a UI for the Licensee to interact with or of executing in batch mode.

"Updates" shall mean any improvements, enhancements, updates, fixes and other changes to this Software which are not marketed as separate stand-alone programs.

"USB Dongle" shall mean a license protection device provided by Numerion that plugs into a computer's USB port.

1. GENERAL

1.1 Formation of Legally Binding Contract.  A legally binding contract is immediately formed upon your acceptance of this Agreement. The licensee who is bound by this Agreement ("Licensee") is: (i) the individual accepting this Agreement, if the individual is licensing the Software for his or her personal use or use as a sole proprietor; or (ii) the corporation, institution, partnership, organization or other entity ("Organization") on whose behalf the individual accepting this Agreement is acting. The Licensee's name will be the name provided or, where no name is provided, the name associated with the email address provided or used as part of an online process. The License(s) and Activation Key(s) issued to Licensee will be associated with such name. Licensee represents that the name provided to Numerion, if any, is its full and correct legal name.

1.2 Subsequent Licensing; Updates. Subsequent licensing of the Software may be subject to updated terms and conditions that differ from those set out in this Agreement (an "Updated Agreement"). An Updated Agreement will be indicated by a change to the last updated date indicated at the top of the Agreement. If Licensee obtains additional Licenses to use the Software without having to accept an Updated Agreement, this Agreement will continue to apply to Licensee's use of the Software under such Licenses.

2. RIGHT TO USE

2.1 Grant of Rights. Subject to Licensee's payment of the applicable fees and continuous compliance with the terms and conditions of this Agreement, Numerion hereby grants to Licensee a limited, non-transferable, non-exclusive, non-sublicensable right to install and use the Software.

2.2 Licenses. Licensee acknowledges that use of the Software requires the issuance by Numerion of a license ("License") and associated Activation Key(s) which the Licensee needs to download and install.

2.3 Licensee Responsibilities. Licensee shall: (i) be solely responsible for any digital assets or other content that is uploaded to the Software, including compliance with any restrictions imposed by the author of the content and any violations of Intellectual Property Rights; (ii) be solely responsible for the accuracy, integrity, legality and appropriateness of all content created by users using the Software; and (iii) use the Software in compliance with all applicable laws, rules and regulations (including those relating to export, homeland security, anti-terrorism, data protection and privacy) and any documentation included with the Software.

2.4 Audit. Numerion shall have the right, with reasonable notice to Licensee, to audit Licensee's use of the software to assure compliance with the terms of this Agreement.

3. LICENSE TYPES

The Software is provided to Licensee subject to specific terms and conditions that further define the scope of Licensee's permitted installation of Activation Keys and use of the Software based on the type of License granted ("License Type"). The License Types, and the terms and conditions applicable to each License Type, are set out in Appendix A to this Agreement.

4. LICENSEE’S OBLIGATIONS

  1. Licensee shall not directly or indirectly disassemble, decrypt, electronically scan, decompile, or otherwise reverse engineer in any manner or attempt to reverse engineer or derive source code from all or any portion of this Software, or permit, assist or encourage any third-party to do so.
  2. Licensee shall perform any actions reasonably necessary to ensure adequate protection of Intellectual Property Rights of this Software.
  3. Licensee shall use this Software only for the purposes contemplated by this Agreement.
  4. As a condition of the license granted by Numerion under this Agreement, Licensee agrees not to remove or destroy any copyright notices, trademarks or other proprietary or confidential legends or markings placed upon or contained within this Software.

5. OWNERSHIP AND RESERVATION OF RIGHTS

5.1 Ownership of Software. The Software is not sold; it is licensed to Licensee under the terms and conditions of this Agreement. Numerion and its licensors are the owners of the Software, including all Intellectual Property Rights relating thereto. No title to the Software or such rights is transferred to Licensee by this Agreement. All rights not expressly granted pursuant to this Agreement are reserved by Numerion.

5.2 Feedback. Numerion shall own, and Licensee shall not have any right, title or interest in, any enhancements or other modifications to the Software created based on any suggestions, enhancement requests, recommendations or other feedback provided by or on behalf of Licensee.

6. FEES AND PAYMENT

6.1 License Fees. All License Fees are payable in full, without deduction or offset within thirty (30) days of the date on which Licensee receives the invoice. All fees are non- cancellable and non-refundable. Numerion may suspend use of the Software, without liability to Numerion, in the event that any amounts payable by Licensee are past due or Licensee is otherwise in breach of this Agreement.

6.2 Taxes. All License Fees are exclusive of any Taxes. If Numerion has a legal obligation to pay or collect Taxes, the appropriate amount shall be invoiced to and paid by Licensee, unless Licensee provides Numerion with an acceptable tax exemption certificate issued by the appropriate taxing authority.

7. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

7.1 Limited Warranty. Numerion warrants that the Software will perform substantially in accordance with the applicable Numerion user documentation (excluding any errors in the documentation, as determined by Numerion in good faith). Numerion's entire responsibility and obligation, and Licensee's exclusive remedy, for any breach of the foregoing warranty shall be for Numerion to use commercially reasonable efforts to cause the Software to comply with such warranty.

7.2 Warranty Disclaimer. EXCEPT AS PROVIDED IN CLAUSE 7.1, THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE IN LAW OR EQUITY, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF TITLE, NON- INFRINGEMENT, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE OR THOSE ARISING OTHERWISE FROM A COURSE OF DEALING OR USAGE OF TRADE, ALL OF WHICH ARE SPECIFICALLY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY LAW. WITHOUT LIMITING THE FOREGOING, NUMERION DOES NOT WARRANT THAT: (i) THE SOFTWARE WILL MEET LICENSEE'S NEEDS OR REQUIREMENTS; ii) THE SOFTWARE WILL RUN WITHOUT INTERRUPTION OR BE ERROR FREE; (iii) THE SOFTWARE IS IMPENETRABLE OR OTHERWISE MEETS ANY SECURITY STANDARDS; OR (iv) THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL OPERATE IN ALL COMBINATIONS WHICH MAY BE SELECTED FOR USE BY LICENSEE.

7.3 Limitation on Types of Recoverable Damages.  NUMERION WILL ONLY BE LIABLE FOR DIRECT DAMAGES, SUBJECT TO CLAUSE 7.4. IN NO EVENT WILL NUMERION BE LIABLE TO LICENSEE OR ANY OTHER PERSON FOR ANY LOST PROFITS, LOST OR DAMAGED DATA, OR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND, WHETHER BASED ON BREACH OF CONTRACT OR WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF NUMERION IS INFORMED OR OTHERWISE HAS KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF SUCH DAMAGES WERE FORESEEABLE.

7.4 Monetary Cap on Damages. LICENSEE AGREES THAT THE MAXIMUM AGGREGATE LIABILITY OF NUMERION AND ITS AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND REPRESENTATIVES FOR ALL CLAIMS UNDER ANY AND ALL CIRCUMSTANCES RELATING TO THE SOFTWARE UNDER ALL THEORIES OF LIABILITY INCLUDING UNDER CLAUSE 8 WILL BE LIMITED TO THE FEES PAID TO NUMERION BY LICENSEE IN RESPECT OF THE INFRINGING SOFTWARE IN THE TWELVE (12) MONTH PERIOD PRECEDING THE CLAIM IN RESPECT OF SUCH LIABILITY.

7.5 Essential Terms. The disclaimer of warranties and the limitation of liability in this clause 7 constitute an essential part of this Agreement. A fundamental breach or breach of a fundamental term of this Agreement by Numerion shall not limit the intended effect of clause 7 or any other provision of this Agreement which is intended to limit Numerion's liability. Licensee acknowledges that, but for the disclaimer of warranties and limitation of liability, Numerion would not enter into this Agreement.

8. INTELLECTUAL PROPERTY INFRINGEMENT INDEMNITY

8.1 Indemnity. Subject to clause 7, if any claim based upon an alleged direct infringement of a European Union or North American copyright, patent or trade secret is asserted against Licensee by a third party (other than an Affiliate of Licensee) by virtue of its use of the Software in accordance with this Agreement, Numerion will indemnify Licensee solely for direct damages (which, for greater certainty, excludes any accounting of profits) awarded to such third party and which the Licensee has been ordered to pay as a result of such claim, provided that Numerion: (i) receives prompt written notice of such claim; (ii) has the sole and exclusive right, if it chooses, to control and direct the investigation and the defence or settlement of such claim; and (iii) receives the reasonable cooperation and assistance of Licensee as requested by Numerion, at Numerion's expense.

8.2. Exclusions. Numerion shall have no obligation or liability under clause 8.1 if the infringement relates to: (i) use of the Software other than as expressly authorized under this Agreement; (ii) the combination, merger or interface of the Software with other software by Licensee or a third party; or (iii) compliance with any Licensee instructions or requests. Numerion shall also have no obligation or liability under clause 8.1 in connection with any software or other technology not claimed to be owned by Numerion.

8.3. Numerion Options. If the Software infringes, or in the reasonable determination of Numerion is likely to infringe, any third party's Intellectual Property Rights, Numerion may, at its option, either: (i) procure for Licensee the right to continue using the Software or replace or modify the Software (without loss of functionality) so that it becomes non-infringing; or (ii) terminate this Agreement and refund the license fee paid by Licensee less a reasonable amount for any value received by Licensee.

8.4 Exclusive Remedy. THE FOREGOING PROVISIONS OF THIS CLAUSE 8 STATE NUMERION'S ENTIRE LIABILITY AND OBLIGATIONS, AND THE EXCLUSIVE REMEDY OF LICENSEE, WITH RESPECT TO ANY ACTUAL OR ALLEGED INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS.

9. TERM AND TERMINATION

9.1 Term. Licensee's right to use the Software pursuant to any given License shall terminate at the end of the term for the License Type associated with such License, as such term is set out in Appendix A to this Agreement.

9.2 Termination by Licensee for Convenience. Subject to clause 6, Licensee may terminate this Agreement at any time by providing Numerion with written notice of same and complying with clause 9.4.

9.3 Termination by Numerion. Numerion may terminate this Agreement, and therefore the right granted under clause 2.1, upon notice to Licensee: (i) if Licensee breaches any of the terms and conditions of this Agreement and, if curable, fails to cure such breach to the satisfaction of Numerion within fifteen (15) days of Numerion notifying Licensee of the breach; (ii) if Licensee breaches any of its payment obligations under this Agreement and fails to make full payment within ten (10) days of Numerion notifying Licensee of such breach; (iii) Licensee commits any act of bankruptcy, becomes insolvent or admits its insolvency (as defined or provided for in any applicable statute); (iv) any proceeding, voluntary or involuntary, is commenced respecting Licensee pursuant to any statute relating to bankruptcy, insolvency, reorganization of debts, liquidation, winding up or dissolution, including any proceedings under the Bankruptcy and Insolvency Act, the Companies' Creditors Arrangement Act or the Winding-Up and Restructuring Act; (v) Licensee passes any resolution for its liquidation, winding up or dissolution; or (vi) Licensee ceases to carry on business in the ordinary course.

9.4 Licensee Obligations Upon Termination.  Upon receipt by Licensee of written notice of termination from Numerion, or termination by Licensee, Licensee shall immediately: (i) permanently delete all installed and back-up copies of Activation Keys; (ii) cease using the Software; (iii) permanently delete all installed and back-up copies of the Software; and (iv) within five (5) days after the date of such termination, provide Numerion with a written confirmation that Licensee has complied with all of the foregoing.

9.5 Survival. The provisions of clauses Definitions, 2.3 (excluding part (iii)), 2.4, 5, 6, 7.3, 7.4, 7.5, 9.4, 9.5, 10 and 11 (excluding 11.12) shall survive termination of this Agreement.

10. DISPUTE RESOLUTION

The Parties shall attempt to resolve any dispute arising out of or relating to this contract through negotiations between senior executives of the Parties, who have authority to settle the same. If the matter is not resolved by negotiation within 30 days of receipt of a written 'invitation to negotiate', the Parties will attempt to resolve the dispute in good faith through an agreed Alternative Dispute Resolution (ADR) procedure, or in default of agreement, through an ADR procedure as recommended to the Parties by the President or the Vice President, for the time being, of the Chartered Institute of Arbitrators. If the matter has not been resolved by an ADR procedure within 60 days of the initiation of that procedure, or if any party will not participate in an ADR procedure, the dispute may be referred to arbitration by any party. The seat of the arbitration shall be England and Wales. The arbitration shall be governed by both the Arbitration Act 1996 and Rules as agreed between the Parties. Should the Parties be unable to agree on an arbitrator or arbitrators, or be unable to agree on the Rules for Arbitration, any party may, upon giving written notice to other Parties, apply to the President or the Vice President, for the time being, of the Chartered Institute of Arbitrators for the appointment of an Arbitrator or Arbitrators and for any decision on rules that may be necessary. Nothing in this clause shall be construed as prohibiting a party or its affiliate from applying to a court for interim injunctive relief.

11. MISCELLANEOUS

11.1 Governing Law and Jurisdiction. This Agreement and all performance under this Agreement shall be governed by and construed in accordance with the laws of England and Wales without regard to conflict of law principles.

11.2 Governing Language. The original of this Agreement has been written in English.

11.3 Severability. In the event that any provision of this Agreement (or portion thereof) is determined by a court or other body of competent jurisdiction to be invalid or otherwise unenforceable, such provision (or portion thereof) shall be enforced to the extent possible consistent with the stated intention of the Parties, and this Agreement shall be construed as if such invalid, prohibited or unenforceable provision has been more narrowly drawn so as not to be invalid or otherwise unenforceable. However, if the provision (or portion thereof) is incapable of such enforcement, it shall be deemed to be deleted from this Agreement, while the remainder of this Agreement shall continue in full force and remain in effect according to its stated terms and conditions.

11.4 Modification. No modification or amendment of any provision of this Agreement shall be valid or effective unless it is in writing and duly executed by duly authorized signatories of the Parties.

11.5 Waiver. No failure or delay by either Party in exercising any right, power or remedy under this Agreement shall operate as a waiver of any such right, power or remedy. No waiver of any provision of this Agreement shall be valid or effective unless it is in writing and signed by a duly authorized signatory of the Party against whom such waiver is sought to be enforced. Any waiver by either Party of any provision of this Agreement shall not be construed as a waiver of any other provision of this Agreement, nor shall such waiver operate or be construed as a waiver of such provision respecting any future event or circumstance. No single or partial exercise of any right or remedy under this Agreement shall prevent any further exercise of the right or remedy or the exercise of any other right or remedy.

11.6 No Assignment. Licensee shall not assign this Agreement nor the rights or obligations hereunder without the express written consent of a duly authorized signatory of Numerion, except that subject to clause 9.3 Licensee may assign all of its rights and obligations with written notice, to its Affiliates or to a third-party who has acquired all or substantially all of the business or assets of Licensee related to the performance of this Agreement, whether via sale, merger, consolidation, reorganization, or similar transaction. Any attempted assignment in violation of the previous sentence shall be null and void. Except as set forth above, this Agreement shall inure to the benefit of and be binding upon the Parties, their successors and permitted assigns.

11.7 Independent Contractor Status. The relationship between Numerion and Licensee, respectively, is that of licensor and licensee. Both Parties are independent contractors and are not the legal representative, agent, joint venturer, partner or employee of the other Party for any purpose whatsoever. Neither Party has any right or authority to assume or create any obligations of any kind or to make any representation or warranty on behalf of the other Party, whether express or implied, or to bind the other Party in any respect whatsoever.

11.8 Representations and Warranties. Each Party hereby represents and warrants to the other that it has the full right, power, legal capacity, and authority to enter into this Agreement and to fully perform the terms and conditions hereof and thereof. Numerion hereby represents and warrants that it has the right to grant to Licensee each of the rights herein granted to Licensee under this Agreement.

11.9 Compliance with Law. In connection with the exercise of its right and the performance of its obligations hereunder, Licensee agrees to comply with all laws, rules, regulations, orders, decrees, judgments and other governmental acts of the Territory in which this Software may be licensed, and their political subdivisions, agencies and instrumentalities, that may be applicable to the Licensee, its activities hereunder, or to this Software. Numerion and Licensee agree to take all such further acts and execute all such further documents as the other Party reasonably may request to assist either Party in complying with laws, rules and regulations as required. Each party shall also comply with the export laws and regulations of the United States of America, and other applicable jurisdictions in its provision and, in the case of Licensee, its downloading, installation and use of, the Software. Without limiting the foregoing: (i) each of Numerion and Licensee represents that it is not named on any U.S. government list of person or entities prohibited from receiving exports; and (ii) Licensee shall not permit any person to use the Software in violation of any U.S. export embargo, prohibition, or restriction.

11.10 Publicity. Neither Party may issue press releases relating to this Agreement without the other Party's prior written consent, or use in any manner the name(s), logo(s) or trade-mark(s) of the other party without such other Party's prior written consent. However each Party hereby consents to the inclusion of its name and logo by the other Party among at least three other companies in lists of customers or vendors in accordance with the other Party's standard guidelines.

11.11 Notices. Except as otherwise provided herein, all notices or other communications to be given or that may be given by either Party to the other shall be deemed to have been duly given;

  1. immediately, when made in writing and delivered in person;
  2. on receipt of confirmation,when emailed to the Party’s most recent email address;
  3. three (3) business days after being sent by recognized courier to the most recent postal address of the Party.

The address to which notices or communications may be given to either Party may be changed by written notice given by one Party to the other pursuant to this clause 11.11.

11.12 Force Majeure. Neither Party shall be liable for failure to perform or delay in performing any obligation under this Agreement if the failure or delay is caused by any circumstances beyond its reasonable control, including but not limited to acts of God, war, civil commotion or industrial dispute. If such delay or failure continues for at least sixty (60) days, the Party not subject to the force majeure shall be entitled to terminate this Agreement by notice in writing to the other Party.

11.13 Clause Headings. The clause headings used in this Agreement are intended primarily for reference and shall not by themselves determine the construction or interpretation of this Agreement or any portion hereof.

11.14 Remedies. Unless expressly set forth to the contrary herein, either Party's election of any remedies provided for in this Agreement shall not be exclusive of any other remedies, and all such remedies shall be deemed to be cumulative.

11.15 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof, and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter and there are no representations, warranties, conditions or other agreements between the Parties in connection with the subject matter hereof except as specifically set forth herein.

APPENDIX A

TERMS AND CONDITIONS OF LICENSE TYPES

    • Evaluation License.

    Permitted use: The Software may be used only for purposes of internal evaluation and demonstration of the capabilities of the Software by Licensee. No use for creating work that will be used in any Commercial activity.

    Installation: Licensee may (a) for each License issued, install the Activation Key and execute one copy of the Software on one (1) dedicated computer or (b) if multiple Licenses are issued for the purpose of usage on a network, install the Activation Key and use the Software on one (1) computer acting as a license server that can be accessed by other computers acting as clients through a local area network connection or through a secure VPN connection.

    License Relocation: Licensee may at Numerion’s sole discretion relocate the License from the dedicated computer or a License Server, as applicable, to another computer.

    Term: Thirty (30) days from the License Activation Date, unless otherwise agreed.

  2.  

    • Personal License.

    Permitted use: The Software may be used for research/experimentation/personal projects only. No use for creating work that will be used in any Commercial activity.

    Installation: For each License issued, Licensee may install the Activation Key and execute one copy of the Software on one (1) dedicated computer.

    License Relocation: Licensee may request and Numerion in its sole discretion may issue a replacement Activation.

    Term: At Numerion’s sole discretion.

    Support: Support via a support forum.

  3.  

    • Education License.

    Permitted use: The Software may be used for educational purposes only, (learning, teaching, training and research) performed by a formal educational institution, such as a degree-granting or certificate-granting college or university, or any other dedicated learning, teaching or training facility. No use for creating work that will be used in any Commercial activity.

    Installation: For each License issued, Licensee may install the Activation Key and execute one copy of the Software on one (1) dedicated computer. If a Network License is provided then a Licensee may install the License and use the Software on one (1) computer acting as a license server that can be accessed by other computers acting as clients through a local area network connection or through a secure VPN connection.

    License Relocation: If License relocation is anticipated then Licensee should purchase a USB Dongle. Without the USB Dongle Licensee may request and Numerion in its sole discretion may issue, a replacement Activation Key once for each original Activation Key without Licensee paying the License Relocation Fee, so long as the original Activation Key is deleted and no longer used. No restrictions on the relocation of Licenses with USB Dongle.

    Term: License use is for 12 months starting from the License Activation Date.

    Support: Support via a support forum.

  4.  

    • Indie Workstation UI License

    Permitted use: The Software may be used for Commercial purposes only by freelance artists or small studios with income less than US$100,000 per year. With maximum of two licenses per studio.

    Installation: For each License issued, Licensee may install the Activation Key and execute one copy of the Software on one (1) dedicated computer.

    License Relocation: If License relocation is anticipated then Licensee should purchase a USB Dongle. Without the USB Dongle Licensee may request and Numerion in its sole discretion may issue, a replacement Activation Key once for each original Activation Key without Licensee paying the License Relocation Fee, so long as the original Activation Key is deleted and no longer used. No restrictions on the relocation of Licenses with USB Dongle.

    Term: License use is for a period of time specified in the invoice, starting from the License Activation Date and ending as specified in the invoice or if not specified in the invoice then one month from the License Activation Date.

    Renewal: This is a subscription service and credit card renewal will be automatic until you tell us you do not want to renew. You can email

    to cancel your subscription before the renewal date.

     

    Support:  Support Period starting from the License Activation Date and ending as specified in the invoice, or if not specified on the invoice then one month from the License Activation Date. Support via a support forum.

    • Commercial Workstation UI License.

    Permitted use: The Software may be used for Commercial purposes.

    Installation: For each License issued, Licensee may install the Activation Key and execute one copy of the Software on one (1) dedicated computer.

    License Relocation: If License relocation is anticipated then Licensee should purchase a USB Dongle. Without the USB Dongle Licensee may request and Numerion in its sole discretion may issue, a replacement Activation Key once for each original Activation Key without Licensee paying the License Relocation Fee, so long as the original Activation Key is deleted and no longer used. No restrictions on the relocation of Licenses with USB Dongle.

    Term: License use is for a period of time specified in the invoice, starting from the License Activation Date and ending as specified in the invoice or if not specified in the invoice then one month from the License Activation Date.

    Renewal: This is a subscription service and credit card renewal will be automatic until you tell us you do not want to renew. You can email

    to cancel your subscription before the renewal date.

     

    Support:  Support Period starting from the License Activation Date and ending as specified in the invoice, or if not specified on the invoice then one month from the License Activation Date.

  6.  

    • Network Server Floating UI License.

    Permitted use: The Software may be used for Commercial purposes.

    Installation: Licensee may install the License and use the Software on one (1) computer acting as a license server that can be accessed by other computers acting as clients through a local area network connection or through a secure VPN connection.

    License Relocation: If License relocation is anticipated then Licensee should purchase a USB Dongle. Without the USB Dongle Licensee may request and Numerion in its sole discretion may issue, a replacement Activation Key once for each original Activation Key without Licensee paying the License Relocation Fee, so long as the original Activation Key is deleted and no longer used. No restrictions on the relocation of Licenses with USB Dongle.

    Term: License use is for a period of time specified in the invoice, starting from the License Activation Date and ending as specified in the invoice or if not specified in the invoice then one month from the License Activation Date.

    Renewal: This is a subscription service and credit card renewal will be automatic until you tell us you do not want to renew. You can email

    to cancel your subscription before the renewal date.

     

    Support:  Support Period starting from the License Activation Date and ending as specified in the invoice, or if not specified on the invoice then one month from the License Activation Date.

    • Network Server Floating Batch License.

    Permitted use: The Software may be used for Commercial purposes.

    Installation: Licensee may install the License and use the Software on one (1) computer acting as a license server that can be accessed by other computers acting as clients through a local area network connection or through a secure VPN connection.

    License Relocation: If License relocation is anticipated then Licensee should purchase a USB Dongle. Without the USB Dongle Licensee may request and Numerion in its sole discretion may issue, a replacement Activation Key once for each original Activation Key without Licensee paying the License Relocation Fee, so long as the original Activation Key is deleted and no longer used. No restrictions on the relocation of Licenses with USB Dongle.

    Term: License use is for a period of time specified in the invoice, starting from the License Activation Date and ending as specified in the invoice or if not specified in the invoice then one month from the License Activation Date.

    Renewal: This is a subscription service and credit card renewal will be automatic until you tell us you do not want to renew. You can email

    to cancel your subscription before the renewal date.

     

    Support:  Support Period starting from the License Activation Date and ending as specified in the invoice, or if not specified on the invoice then one month from the License Activation Date.