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AnsysGPT PREVIEW AGREEMENT

BY ACCESSING THE AnsysGPT PREVIEW ENVIRONMENT, EVALUATOR’S AUTHORIZED REPRESENTATIVE LEGALLY BINDS EVALUATOR TO THE TERMS AND CONDITIONS OF THIS AnsysGPT PREVIEW AGREEMENT (THE “AGREEMENT”).

1. DEFINITIONS

(a) “Affiliate” means any person or entity directly or indirectly controlling, controlled by, or under common control with such party.

(b) “Ansys” means ANSYS, Inc.

(c) “Evaluator” means the person or entity entering into this Agreement through its authorized representative by indicating agreement to the terms as outlined herein and who is authorized by Ansys to use the Platform.

(d) “Platform” means the proprietary technology or platform developed by Ansys known as AnsysGPT consisting of an artificial intelligence based chatbot that can answer technical questions related to Ansys products. Notwithstanding anything herein to the contrary, in no event shall any commercially available software product of Ansys be considered part of the Platform.

2. LICENSE GRANT

(a) Ansys hereby grants to the Evaluator a limited term, royalty-free, personal, non-transferable, non-exclusive, non-assignable, license to use the Platform and any related Output (as defined herein) solely for Evaluator’s Evaluation. As used herein, “Evaluate” and its derivatives shall mean the access, internal evaluation, testing, and exploration of the features of the Platform such as usability, speed, functionality, engineering applicability, data extraction, and data reporting, etc. and shall expressly exclude use of the Platform for commercial purposes. All rights not expressly granted to Evaluator hereunder are reserved by Ansys.

(b) Given the nature of the technology, use of the Platform may result in incorrect Output. Given the nature of this Agreement and the Evaluator’s intended use as an evaluator of the Platform, Evaluator agrees that the Evaluator’s use of the Platform and any related Output should not be relied upon at all in connection with the operation of any aspect of its business.

(c) Ansys may terminate this Agreement at any time for any reason or no reason upon written notice to Evaluator. Upon expiration or termination of this Agreement, Evaluator shall immediately stop accessing the Platform.

3. USE GUIDELINES

(a) Evaluator may provide input to the Platform (“Input”), and receive output generated and returned by the Platform (the “Output”). Ansys may use such Input to provide, maintain, and improve the Platform. Evaluator is solely responsible for the Input, including for ensuring that it does not violate any applicable law or the rights of others.

(b) Evaluator will not and will not attempt to nor allow any third party to or attempt to: (i) reverse engineer, decompile, disassemble, or decode the whole or any part of the Platform, (ii) manipulate the Platform by malicious prompting to avoid technical controls, (iii) duplicate, distribute, or otherwise make the Platform or Output available in any way to any third party, (iv) use the Platform or Output in a way that infringes, misappropriates or violates any person’s rights, or (v) use the Output for any purpose beyond the Evaluation, including for commercial purposes.

(c) Evaluator is prohibited from providing or making available to Ansys via the Platform, as part of the Evaluation, any (i) information that is confidential to Evaluator or any third party, (ii) Personal Data (as defined below) revealing racial or ethnic origin or genetic data, biometric data, or other Personal Data subject to specialized security regimes, (iii) any information, or documents or technical data that are U.S. Government Classified, Controlled Unclassified Information, International Traffic in Arms Regulators (ITAR) or Export Administration Regulators (EAR) controlled or otherwise have been determined by the United States Government or by a foreign government to require protection against unauthorized disclosure for reasons of national security, (iv) any individually identifiable health information including demographic data, medical history, test results, or other information used to identify an individual or provide healthcare services, healthcare coverage, and related payment services (“Health Data”), or any other medical, demographic, visual, or descriptive Personal Data that is subject to the Health Insurance Portability & Accountability Act of 1996 (“HIPAA”) or other laws that regulate the processing of Health Data. Customer acknowledges and agrees that Ansys is not a Covered Entity or Business Associate (each as defined by the HIPAA), or (v) topics or information restricted by the People’s Republic of China data protection and privacy laws. “Personal Data” means any information relating to an identified or identifiable natural person.

4. EVALUATOR OBLIGATIONS AND FEEDBACK

(a) Evaluator shall report to Ansys any malfunctions, bugs, and errors or functional deficiencies in the Platform (“Platform Deficiency(ies)”) that Evaluator observes or detects while using the Platform, (e.g., if the Platform is not performing in accordance with Ansys’ specifications).

(b) Evaluator may provide suggestions, observations, feedback, commentary, recommended use cases or other statements (collectively, the “Feedback”) to Ansys concerning the Platform or other information provided by Ansys. Evaluator agrees that any Feedback shall be given on an entirely voluntary basis and will not create any confidentiality obligation for Ansys. Notwithstanding anything herein to the contrary, in no event shall Feedback be considered Evaluator’s confidential information. Any Feedback or Technical Deficiencies reported to Ansys by Evaluator shall be considered Platform Confidential Information of Ansys. Evaluator shall not publish or make available to any third party any competitive, performance or security analysis regarding the Platform, Output, or related information.

(c) Ansys shall be free to disclose and use the Feedback and the contents of Evaluator’s reports of Platform Deficiencies as it sees fit, without any obligation of any kind to the Evaluator.

5. WARRANTY DISCLAIMERS, LIMITATION OF LIABILITY

THE PLATFORM AND ANY OUTPUT IS PROVIDED BY ANSYS “AS IS” AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE DISCLAIMED. ANSYS PROVIDES NO WARRANTY REGARDING THE COMPLETENESS, ACCURACY, OR RELIABILITY OF THE PLATFORM OR ANY OUTPUT. ANY ACTION EVALUATOR TAKES AS A RESULT OF ANY OUTPUT IS SOLELY AT EVALUATOR’S OWN RISK. IN NO EVENT SHALL ANSYS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THE PLATFORM, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

6. PROPRIETARY RIGHTS

Nothing in this Agreement shall alter in any way or, except as expressly set forth herein, convey to Evaluator any rights in or to any intellectual property owned, licensed, or to which Ansys otherwise had a valid claim prior to commencement of the Evaluation (“Background IP”). Notwithstanding anything in this Agreement to the contrary, to the extent that any Output is based on Ansys Background IP (Ansys Output), Ansys shall retain all rights, title, and interest in and to such Ansys Output and related Background IP. Evaluator acknowledges and agrees that the Platform, Background IP, Ansys Output, and related information (collectively the “Ansys IP”), are the proprietary property of Ansys and that Ansys is the owner or authorized licensee of all copyrights, trademarks, patents, trade secrets and other proprietary information in and related to the Ansys IP. Accordingly, all right, title, interest, ownership rights, and intellectual property rights in the Ansys IP and any and all improvements, modifications, fixes, or enhancements, regardless of whether such items are created or suggested by Evaluator, shall belong to and/or remain with Ansys. Evaluator acknowledges such ownership and intellectual property rights and will not take any action to jeopardize, limit or interfere in any manner with Ansys’ ownership of or rights with respect to the Ansys IP. The Ansys IP is protected by copyright and other intellectual property laws.

7. CONFIDENTIALITY

(a) Evaluator acknowledges and agrees that the Platform and associated documentation embodies confidential and proprietary information, including trade secrets, owned by Ansys or its Affiliates or suppliers (the “Platform Confidential Information”). Evaluator agrees (i) to hold the Platform Confidential Information in strict confidence; (ii) to only use the Platform Confidential Information as outlined in this Agreement; and (iii) not to disclose it to any unauthorized person, either before or after expiration or termination of this Agreement, without Ansys’ prior written consent. Evaluator further agrees to protect the Platform Confidential Information, using either the same degree of care used to protect its own confidential or proprietary information of like importance or a reasonable degree of care, whichever degree of care is higher. Notwithstanding the foregoing, Evaluator may disclose the Platform Confidential Information to its and its Affiliate’s employees who have a need to know in connection with the exercise of Evaluator’s rights and obligations under this Agreement. Evaluator’s obligations regarding the Platform Confidential Information will survive any termination or expiration of this Agreement.

8. MISCELLANEOUS

(a) Evaluator hereby gives assurance that unless notice is given to Ansys, and prior authorization is obtained as required by applicable export laws, Evaluator will not knowingly re-export, directly or indirectly, the Platform or any technical data transferred by Ansys to Evaluator to any destination or person or entity in violation of applicable export laws.

(b) Ansys does not guarantee that the Platform or the technology embodied in the Platform, or the Feedback provided by the Evaluator will be offered at any time as a commercial software product.

(c) Ansys has no obligation under this Agreement to provide support for the Platform and/or Evaluator’s use of the Platform.

(d) This Agreement shall be governed by the laws of the Commonwealth of Pennsylvania, excluding its conflict of law provisions. Because the Platform Confidential Information is unique and valuable and breach of this Agreement may result in irreparable injury to Ansys for which monetary damages alone may not be an adequate remedy, Ansys will be entitled to seek specific performance and injunctive or other equitable relief as a remedy for any breach or anticipated breach of this Agreement without the necessity of posting a bond. Any such relief will be in addition to all other legal and equitable remedies.

(e) Evaluator agrees to execute any assignments, applications, and other documents and to take such other actions as may be reasonably requested by Ansys to carry out the purposes of this Agreement.

(f) If any provision should be held illegal or unenforceable by a court having jurisdiction, such provision shall be modified to the extent necessary to render it enforceable without losing its intent, or severed from this Agreement if no such modification is possible, and other provisions of this Agreement shall remain in full force and effect.

(g) A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, shall not waive such term or condition or any subsequent breach thereof.

(h) Evaluator shall not assign or otherwise transfer by operation of law or otherwise this Agreement or any rights or obligations herein without the prior express written consent of Ansys.

(i) This Agreement shall be binding upon and shall inure to the benefit of the parties, their successors and permitted assigns.

(j) The relationship between Ansys and Evaluator is that of independent contractors and neither Evaluator nor its agents shall have any authority to bind Ansys in any way.