Licensee Application Addendum

This is an Addendum to the COMSOL Software License Agreement and Academic Addendum, if applicable, (the “Agreement”), and the Terms and Conditions of this Addendum are incorporated therein. Each capitalized term used but not defined herein shall have the meaning ascribed to it in the Agreement. This Licensee Application Addendum applies to the use of certain tools (together with accompanying documentation and examples), including the Physics Builder, the Application Builder, and the COMSOL Application Programming Interface, that we make available to create interfaces and other applications that require any Program to run (“Licensee Applications”). Your use of any such tools is governed by the Agreement, as modified by the provisions below, each of which shall be deemed to be material provisions of the Terms and Conditions.

1

Creation of Licensee Applications. We grant you a non-exclusive license, within the Territory in which you are authorized to use the Programs, to create Licensee Applications that incorporate user generated files that require any Programs to run, subject to the terms and conditions set forth in this Licensee Application Addendum.

2

Distribution. We grant you a fully paid, perpetual, non-exclusive, world-wide license to distribute any Licensee Applications that you create or that you receive a sublicense to distribute, and we grant you a fully paid, perpetual, non-exclusive, world-wide license to sublicense the distribution of any Licensee Applications that you create, subject to the terms and conditions set forth in this Licensee Application Addendum.

3

Use of Licensee Applications. You and any distributor or sublicensor of your Licensee Applications must require that any user of Licensee Applications be a licensed user of those Programs required by the Licensee Application. Use of your Licensee Applications with any Programs required by those Licensee Applications is permitted only to the extent that the end user is a licensed user of those Programs.

4	Restrictions.

a	No Licensee Application may be marketed, distributed, or licensed for use in competition with us or any of the Programs or as a general purpose multiphysics simulation package.

b

All Programs required by any Licensee Application to run must be licensed solely pursuant to the version of this Agreement applicable to the installation of the Programs that will host and run such Licensee Application. You may offer your Licensee Applications under terms and conditions of your choosing, provided that (a) insofar as you permit redistribution or sublicensing the use of your Licensee Application any such terms and conditions governing that redistribution or sublicensing are at least as restrictive as Section 4 of this Licensee Application Addendum, (b) no terms and conditions applicable to any license for your Licensee Applications shall alter, amend, conflict with, or purport to terminate this Agreement in any way, and (c) you may not distribute your Licensee Application under any version of the General Public License, the Lesser/Library General Public License, the Artistic License, the Mozilla Public License, the Netscape Public License, the Sun Community Source License, the Sun Industry Source License, the Common Public License, or any other license that requires, as a condition of use, modification, or distribution, that your Licensee Application or other software incorporated into, derived from, or distributed with your Licensee Application (i) be disclosed or distributed in source code form; (ii) be licensed by the user to third parties for the purpose of making and/or distributing derivative works; or (iii) be redistributable at no charge. If your Licensee Application requires third party software programs to operate, then (i) you must either obtain the necessary rights to distribute such third party software programs with your Licensee Application or require your customers to obtain the necessary rights to use such third party software programs with your Licensee Application; (ii) you must obtain sufficient rights from the publishers of such third party programs to permit the interaction that your Licensee Application makes possible between the Programs and such third party programs and to permit any publication, distribution, licensing, and/or sublicensing that you undertake or authorize with respect to your Licensee Application; and (iii) you must otherwise comply with the terms and conditions of any license agreement governing such third party programs. In no event shall you distribute your Licensee Application in conjunction with any other software program, or allow your Licensee Application to be used in conjunction with any other software program, where that other software program is licensed under terms that alter, amend, conflict with, or purport to terminate this Agreement in any way. If you embed your Licensee Application with one or more of the Programs in a hardware device for distribution, we shall be entitled to conduct an audit of your records during customary business hours for the purpose of ensuring your compliance with this Subsection (b).

c	All use of our trademarks and third party trademarks in connection with your Licensee Application must comply with the then-current version of our trademark guidelines, http://www.comsol.com/trademarks.

d

To the extent your Licensee Application requires any or all of the CAD Import Module, Design Module, LiveLink™ for SOLIDWORKS®, LiveLink™ for Solid Edge®, LiveLink™ for Inventor®, LiveLink™ for AutoCAD®, LiveLink™ for PTC® Creo® Parametric™, LiveLink™ for PTC® Pro/ENGINEER®, and/or LiveLink™ for Revit® (the “CAD Interfacing Programs”) in order to run:

(i) Such Licensee Application must have a graphical user interface (“GUI”).

(ii) Such Licensee Application, when run in integrated use with any of the Programs, must be substantially functionally identical to those Programs, although substantial portions of the Programs’ GUI may be removed or modified.

(iii) Such Licensee Application must not have as a major function computer-aided design (“CAD”) or be marketed as competitive to any CAD product.

(iv) Such Licensee Application must not be marketed as a stand-alone product for translating input to or output from that CAD software.

(v) In the event we cease offering any of the CAD Interfacing Programs required for your Licensee Application to run, your rights to continue to use such Programs for interfacing with your Licensee Application shall be limited to the term of the license you have purchased and to the version of the third party CAD product with which such CAD Interfacing Programs are compatible.

e

No Licensee Application may be marketed, distributed, or licensed as an alternative means for any third party to access the functionality of any third party software program to which any of the Programs interface or as a replacement for any such third party software program to which any of the Programs interface.

f	No Licensee Application may contain any application programming interface functions that rename any functions of any third party software program with which any of the Programs interface without adding additional value.

g	No Licensee Application may be marketed, distributed, or licensed for use in violation of any applicable law. You shall be solely responsible for any governmental approvals needed to market, distribute, or license a Licensee Application for use in a particular industry.

5

Maintenance and Support of Licensee Applications. Our maintenance and support obligations will not extend to the use of Licensee Applications by you or others. Any maintenance or support of Licensee Applications shall be provided, if at all, by the creator or publisher of those Licensee Applications or persons they engage to perform that service. Our maintenance and support obligations will not extend to helping you with the selection of physics, mesh, solvers, solver settings, ordering of operations, or output formats for any Licensee Application you develop for use with the Programs.

6

Disclaimer of Warranties. IN ADDITION TO THE DISCLAIMERS OF WARRANTIES SET FORTH IN SECTION 6 OF THE TERMS AND CONDITIONS, EXCEPT TO THE EXTENT OTHERWISE REQUIRED BY LAW, WE AND OUR LICENSORS, DISTRIBUTORS, AND RESELLERS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE FITNESS OF THE PROGRAMS FOR YOUR LICENSEE APPLICATIONS OR ANY USE OF YOUR LICENSEE APPLICATIONS BY YOU OR ANYONE ELSE, THE SUITABILITY OF THE PROGRAMS FOR YOUR LICENSEE APPLICATIONS AND THE COMPATIBILITY OF ANY LICENSEE APPLICATIONS YOU MAY CREATE, DISTRIBUTE, OR USE WITH ANY FUTURE VERSION OF THE PROGRAMS.

7

Limitation of Liability. IN ADDITION TO THE PROVISIONS OF SECTION 7 OF THE TERMS AND CONDITIONS, EXCEPT TO THE EXTENT OTHERWISE REQUIRED BY LAW AND EXCEPT AS SET FORTH IN SECTION 8 OF THE TERMS AND CONDITIONS, IN NO EVENT SHALL WE OR OUR LICENSORS, DISTRIBUTORS, OR RESELLERS BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FROM THIRD PARTY CLAIMS, LOSS OF PROFITS, DATA, INVASION OF PRIVACY, FAILURE TO MEET ANY DUTY SUCH AS GOOD FAITH OR REASONABLE CARE, NEGLIGENCE, OR ANY OTHER LOSS, EVEN IF WE OR THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, FOR ANY USE OF THE PROGRAMS IN CONNECTION WITH THE CREATION OR USE OF ANY LICENSEE APPLICATIONS OR FOR ANY CLAIMS BY YOU OR ANY THIRD PARTY ARISING OUT OF OR RELATING TO THE USE OF ANY LICENSEE APPLICATIONS.

8

Indemnification. In addition to the indemnification obligations set forth in Section 8 of the Terms and Conditions, you agree to indemnify, defend, and hold harmless us and our parents, subsidiaries, affiliates, successors, distributors, and resellers, and each of their officers, directors, employees and representatives, against and from any and all Losses arising out of or in connection with any and all third party claims arising out of or relating to any Licensee Applications created by you, used by you, or distributed by you or on your behalf. If you are a governmental user in a jurisdiction which limits your ability to enter into indemnification agreements, then the foregoing indemnification obligation shall apply only to the extent permitted by applicable law.

9

Independent Development. You acknowledge that we may be engaged in independent development in the subject area of any support requests that relate to any Licensee Applications created by you, used by you, or distributed by you or on your behalf and that we have no obligation to limit or restrict the assignment of personnel based on their involvement in fulfilling any such support requests. On behalf of yourself and your parent companies, subsidiaries, and affiliates, you covenant and agree not to bring any legal proceeding and not to lend any assistance in the bringing of any legal proceeding alleging that any current or future software products that we distribute infringe any intellectual property rights of yours or theirs in any Licensee Application that you or they have developed or any invention, design, or discovery thereof. Without limiting any other remedies available to us, if you or any of your parent companies, subsidiaries, or affiliates bring any legal proceeding alleging that any current or future software products that we distribute infringe any intellectual property rights of yours or theirs in any Licensee Application that you or they have developed or any invention, design, or discovery thereof, then all licenses granted to you and them pursuant to this Agreement shall terminate immediately.