These Offering Specific Terms (“OST”) and the terms incorporated herein by reference (including terms referenced on a website) are an
integral part of the license agreement between Licensor and Licensee (“Agreement”), which refers to this OST. In the event of a discrepancy,
inconsistency or contradiction between this OST and the other terms of the Agreement, the provisions of this OST shall prevail, but only with
respect to the Licensed Software to which this OST applies. Licensee acknowledges that it has full knowledge of all these terms and those
incorporated herein by reference.
LICENSEE’S ADDITIONAL RESPONSIBILITIES
Licensee acknowledges and agrees that any alpha or beta versions of Licensed Software (or any other version of Licensed Software
not yet released for distribution on a generally available basis) licensed hereunder have not completed a quality-testing program,
and that such software may close down without warning or give unreliable results. Licensee shall report to Licensor any problems found
during the use of the Licensed Software.
Licensee is solely responsible for supervising, managing and controlling the use of the Licensed Software in compliance with the Agreement
and this OST, and shall take all appropriate measures to ensure such compliance, including without limitation compliance with its authorized
use, and confidentiality obligations.
ADDITIONAL TERMS CONFIDENTIALITY AND OWNERSHIP
Without limiting the generality of Licensee’s other obligations under the Agreement, Licensee shall treat all Licensed Software used
for alpha or beta testing (or otherwise not yet released for distribution on a generally available basis), as well as any information
or data in any form relating to Licensee’s evaluation thereof, as confidential information and never disclose it, except to Licensor.
Licensee acknowledges that use of such Licensed Software and communications of the parties with respect thereto may involve or require
the sharing of confidential and proprietary information regarding pre-release or future Licensor products, pricing, personnel, customers,
prospects, technology and/or business plans (“Information”), and, accordingly, Licensee agrees that it shall (and shall cause all of its
employees and personnel who have any access to Information to): (i) use the Information solely for the purpose of evaluating the Licensed
Software; (ii) hold the Information in confidence and not sell, assign, transfer, release or otherwise disclose the Information, or any
information or materials derived therefrom, to any third party without the prior written consent of Licensor; (iii) employ at least the
same degree of care to protect the secrecy and confidentiality of the Information as he/she uses to protect its own confidential and proprietary
information and materials, but in no event less than reasonable care; and (iv) restrict the release, access, and use of the Information so that
no one except those individuals having a need to know have access to the Information; but despite the foregoing, Information shall not include
information that: (i) is known to Licensee and can be documented by Licensee at the time of disclosure; (ii) is independently developed by
Licensee provided that Licensee can show that such development was accomplished without the use of or any reference to the Information;
(iii) becomes known to Licensee from another source without confidentiality restriction on subsequent disclosure or use; (iv) is or becomes a
part of the public domain through no wrongful act of Licensee; or (v) is subsequently publicly disclosed by Licensor.
Licensee agrees that Licensor, Dassault Systèmes and their affiliated companies may incorporate any changes or improvements suggested by
Licensee in any Dassault Systèmes or Licensor products without further liability to Licensee, and that Licensor will own all rights in any
modifications or improvements Licensor chooses to make to product as a result of such suggestions; and Licensee hereby assigns and, to the
extent any such assignment cannot be made at present, agrees to assign to Licensor all of Licensee’s right, title and interest in any
feedback provided by Licensee to Licensor with respect to any Information and in all copyrights, patents, reproduction and other proprietary
rights Licensee may have in any such feedback, together with the right to file for or own wholly without restriction United States and foreign
patents, trademarks and copyrights with respect thereto. Licensee shall not: commercially exploit the Information, or any information or
materials derived therefrom, without the prior written consent of Licensor; remove any proprietary, copyright, trade secret, or other
proprietary rights legend from any form of Information; or make any public announcement or disclosure concerning the Information or this
Agreement beyond those disclosures authorized hereunder without the prior written consent of Licensor. Title to the Information and any
copies thereof shall at all times remain in Licensor.
In the event of a breach of any of the forgoing provisions, Individual and Licensor agree that the harm suffered by Licensor would not be
compensable by monetary damages alone and, accordingly, that Licensor shall, in addition to all other available legal or equitable remedies,
be entitled to an injunction against such breach.