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发表于 2007-3-18 20:35:26
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[原创]ANSYS8.0-10.0安装必读(经验之谈)
SOFTWARE LICENSE AGREEMENT
If you require a printed version of this Software License Agreement prior to accepting these terms and conditions, please click "I DO NOT AGREE" and go to LICENSE.TXT on the CD to retrieve and print this Software License Agreement. If you are located in any location embargoed by the U.S. government (currently and subject to change, Cuba, Iran, Libya, Sudan, North Korea, or Syria), you are denied access to the products and services and should click the "I DO NOT AGREE" button.
READ THIS SOFTWARE LICENSE AGREEMENT ("LICENSE") CAREFULLY BEFORE PROCEEDING. THIS IS AN AGREEMENT, WHICH INCLUDES DISCLAIMERS OF WARRANTY AND LIMITATIONS OF LIABILITY, BETWEEN LICENSEE AND LICENSOR FOR LICENSEE TO LICENSE THE PROGRAM. AS AN AUTHORIZED REPRESENTATIVE, BY CLICKING THE "I AGREE" BUTTON LICENSEE EXPRESSLY AGREES TO AND CONSENTS TO BE LEGALLY BOUND BY THE TERMS AND CONDITIONS CONTAINED IN THIS LICENSE. IF LICENSEE DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, CLICK THE "I DO NOT AGREE" BUTTON INDICATING NON-ACCEPTANCE, PROMPTLY REMOVE THIS PROGRAM FROM LICENSEE';S COMPUTER(S) AND RETURN THE SOFTWARE AND ALL RELATED DISKS AND DOCUMENTATION (" ROGRAM(S)") WITHIN THIRTY (30) DAYS TO LICENSOR OR ITS AUTHORIZED CHANNEL PARTNER FROM WHOM LICENSEE PURCHASED THE PROGRAM(S) AND LICENSEE WILL RECEIVE A FULL REFUND.
In the event Licensee has previously agreed in writing to a software license agreement with Licensor that specifically governs use of this Program(s), such software license agreement shall (unless the contrary intention is expressed therein) supersede and replace this License and this License shall be void.
1.DEFINITIONS
A. "ASC" means the Support Coordinator and is that person who, by virtue of experience and training, shall be appointed by Licensee as Licensee';s representative and liaison with Licensor or the Channel Partner.
B. "Channel Partner" means an independent contractor authorized by Licensor to distribute, and/or support, and/or service the Program(s) as detailed herein. In the event a local Channel Partner is not nominated, all references to Channel Partner shall mean Licensor.
C. "Contract User(s)" means an individual or entity, not a regular employee of Licensee, who is engaged temporarily to perform Licensee';s internal data processing services.
D. "Designated Network" means the local area network, or LAN designated per the License Key in which the network is shared by a grouping of facilities within a 25 mile radius from the Designated Site.
E. "Designated Site" means Licensee';s physical location where use of the Program(s) is authorized.
F. "Effective Date of Program(s)" means the date specified in the License Key for the licensed Program(s).
G. "Lease License" means a license which has a License Term commencing on the Effective Date of Program(s), limited in duration for a specified period of time as identified in the License Key, which may renew pursuant to Section 6 below.
H. "License Term" means the period of time of the license granted for a Program(s) (e.g. Paid-Up or Lease).
I. "Licensee" means the entity entering into this License by clicking the "I AGREE BUTTON" and who is authorized by Licensor to use the Program(s), including its fifty-one percent (51%) or more owned affiliates.
J. "Licensor" means ANSYS, Inc. and is the software vendor who is providing the license to use the Program to Licensee.
K. "aid-Up License" means a license that has a License Term commencing on the Effective Date of Program(s) and continuing in perpetuity subject to the terms of this License.
L. "rogram(s)" means the software authorized by Licensor for Licensee';s use pursuant to this License as identified in the License Key including any accompanying documentation, and any Technical Enhancements to such software (as defined in Section 10(a) below), as well as any modifications, enhancements, improvements and refinements provided to Licensee and not separately priced or marketed by Licensor and any related materials in printed or other form. CERTAIN PROGRAM(S) CONTAIN LICENSE KEYS WHICH MAY LIMIT THEIR USE AND REQUIRE LICENSEE TO OBTAIN FROM Licensor EXTENSION KEYS OR ADDITIONAL NETWORK KEYS FROM TIME TO TIME.
M. "TECS" means Technology Enhancements and Customer Support as further described in Section 10 below, and shall be provided to Licensee at Licensor';s option and upon payment of any applicable fees.
2.WARRANTIES
(a) Licensor warrants to Licensee that the Program(s) will substantially perform as specified in the most current user';s manual(s) ("Manual") applicable to the Program(s) for ninety (90) days from the Effective Date of Program(s) ("Warranty Period"). This Warranty Period shall extend for as long as a Program(s) is covered by TECS pursuant to the terms of Section 10 of this License. The warranties provided in this Section 2 shall only apply to the most current release of the Program(s) provided to Licensee.
(b) Licensor further warrants that the Program(s) and the rights granted under this License do not infringe upon or conflict with any patent, trademark, or copyright existing as of the Effective Date of this license.
(c) Licensor and the Channel Partner and their respective affiliates and suppliers do not warrant the accuracy or the applicability of the results obtained from the use of the Program(s) or the Manual. No other documents or oral conversations, statements or representations shall be offered by Licensee as evidence to explain, expand, alter, add to or invalidate the express warranties set forth above.
(d) The warranties and remedies expressed herein are sole and exclusive and extend only to Licensee itself. Licensor shall not be responsible for any breach of warranty caused by (i) modifications (or attempted modifications) to the Program(s) made by or on behalf of Licensee, whether authorized or unauthorized, or (ii) any combination of the Program(s) with any other software, or (iii) any use of the Program(s) other than on the Designated Network, or (iv) use of other than the most-current release of the Program(s) and Manual.
(e) TO THE EXTENT NOT PROHIBITED BY LAW, THE EXPRESS WARRANTIES SET FORTH IN SECTIONS 2(a) AND 2(b) OF THIS LICENSE ARE IN LIEU OF, AND LICENSOR AND THE CHANNEL PARTNER AND THEIR RESPECTIVE AFFILIATES AND SUPPLIERS DISCLAIM ANY AND ALL OTHER WARRANTIES, CONDITIONS, OR REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN), WITH RESPECT TO THE PROGRAM(S) OR ANY PART THEREOF, INCLUDING BUT NOT LIMITED TO ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS OR SUITABILITY FOR ANY PURPOSE (whether or not Licensor or the Channel Partner and their respective affiliates and suppliers knows, has reason to know, has been advised, or is otherwise in fact aware of any such purpose), whether alleged to arise by law, by reason of custom or usage in the trade, or by course of dealing. In addition, Licensor and the Channel Partner and their respective affiliates and suppliers expressly disclaim any warranty or representation to any person other than Licensee with respect to the Program(s) or any part thereof. The foregoing limitations will apply even if the above stated warranties fail of their essential purpose.
3.LIMITATION OF LIABILITY
(a) SUBJECT TO THE MAXIMUM EXTENT PERMITTED BY LAW, LICENSOR AND THE CHANNEL PARTNER SHALL NOT BE LIABLE TO LICENSEE OR ANY OTHER PARTY FOR ANY INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL, EXEMPLARY OR INCIDENTAL DAMAGES OR LOSSES. Regardless of whether or not the parties have been advised of the likelihood of such damages or losses, said limitation of liability includes but is not limited to lost profits (whether direct or indirect), revenues, anticipated savings, goodwill, business opportunities, wasted or lost production and/or management';s or employees'; time, or loss of or corruption of software data, or database configuration, or use of the Program(s) by Licensee, or inability of Licensee to use the Program(s), or inaccurate output, or Licensor';s breach of this License whether in contract, negligence, tort, or under any other theory of liability. In no event shall Licensor';s or the Channel Partner';s aggregate liability to Licensee exceed the fees received by Licensor or the Channel Partner respectfully.
(b) Licensee acknowledges that given all the circumstances, the limits on Licensor';s liability are reasonable because of (amongst other matters) the likelihood that without those limitations the amount of damages awardable to Licensee for a breach by Licensor or Channel Partner of this License may be disproportionately greater than the license fees paid or payable for the Program(s). Licensee acknowledges it has taken out adequate insurance to cover its risks under this License. For the avoidance of doubt, Licensee is entirely responsible for keeping full back up copies of its software, data and database configurations in accordance with best industry practice.
(c) Each of Licensor';s and Channel Partner';s employees, agents, and sub-contractors may rely upon and enforce the exclusions and restrictions of liability in this Section 3 in that person';s own name and for that person';s own benefit, as if the words "and their employees, agents, sub-contractors, and suppliers" followed the words "Licensor or the Channel Partner" wherever it appears in this Section 3.
(d) Notwithstanding anything to the contrary in this License, neither party limits its liability (if any) to the other party for any matter which it would be illegal for that party to exclude or to attempt to exclude its liability, but nothing in this clause confers any right or remedy upon the other party to which it would not otherwise be entitled.
4.EVALUATION AND EDUCATIONAL LICENSES
(a) EVALUATION LICENSES: In the event Licensee is evaluating the Program(s), subject to Licensee';s continued compliance with the terms and conditions of this License, upon acceptance of this License by Licensee and Licensor, Licensor hereby grants to Licensee a nonexclusive, non-assignable, non-transferable, royalty-free, license to use the Program(s) on the Designated Network specified in the License Key for the evaluation term specified in the License Key beginning on the date of receipt of the Program(s) and the necessary License Key for the Program(s) by Licensee. The evaluation term may be extended by mutual written agreement of both parties or as otherwise agreed. Licensee may only use the Program(s) for the purpose of internal demonstration and evaluation and not for production or commercial purposes in order to determine whether Licensee desires to purchase a license for the Program(s). Licensor will not have any obligation to maintain the Program(s) during the term of this License. The Program(s) is delivered "AS IS" and Licensor and Channel Partner and their respective affiliates or suppliers disclaim all warranties whatsoever, either express or implied, with respect to the Program(s) or any part thereof. Licensor and Channel Partner and their respective affiliates and suppliers EXPRESSLY DISCLAIM THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND THE WARRANTIES OF TITLE AND NONINFRINGEMENT. SUBJECT TO THE MAXIMUM EXTENT PERMITTED BY LAW, LICENSOR AND THE CHANNEL PARTNER AND THEIR RESPECTIVE AFFILIATES AND SUPPLIERS SHALL NOT BE LIABLE TO LICENSEE OR ANY OTHER PARTY FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL, EXEMPLARY OR INCIDENTAL DAMAGES OR LOSSES.
(b) EDUCATIONAL LICENSES: In the event Licensee is licensing the Program(s) for educational purposes the following terms shall apply:
(1) Licensee shall not use or permit the use of the Program(s) for commercial use, including but not limited to consulting. The Program(s) license granted hereunder is strictly limited to nonprofit use by Licensee for either a degree related Program(s) or a research related Program(s). (i) For degree related Program(s), use is limited to student instruction, student projects, and student demonstrations. (ii) For research Program(s) all the work being performed using the Program(s) will be published work and the research performed shall be for the public domain. Licensee agrees to submit a Case Study one month prior to the renewal date of the research Program(s). The Case Study shall be in English and contain a title and an abstract. The Case Study shall include (1) the purpose of the study; (2) the approach used to conduct the study; (3) the results obtained; (4) the conclusion as to the results obtained versus the objective of the study; (5) how the Program(s) contributed to the study; (6) three color graphics of the model and meshes; and (7) the Program(s) input files or session log file. Large files should be submitted on a CD ROM.
(2) TECS may not be available for Educational Licenses.
(3) EDUCATIONAL WARRANTIES: This section replaces the Warranties Section 2 of this License for Educational Licenses. For Educational Licenses THE PROGRAM(S) IS PROVIDED TO LICENSEE "AS IS" WITHOUT WARRANTY OF ANY KIND. LICENSOR AND THE CHANNEL PARTNER AND THEIR RESPECTIVE AFFILIATES AND SUPPLIERS DISCLAIM ALL WARRANTIES, CONDITIONS, OR REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN), WITH RESPECT TO THE PROGRAM(S) OR ANY PART THEREOF, INCLUDING BUT NOT LIMITED TO ANY AND ALL WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS OR SUITABILITY FOR ANY PURPOSE (whether or not Licensor or the Channel Partner and their respective affiliates and suppliers knows, has reason to know, has been advised, or is otherwise in fact aware of any such purpose), whether alleged to arise by law, by reason of custom or usage in the trade, or by course of dealing. LICENSOR AND THE CHANNEL PARTNER AND THEIR RESPECTIVE AFFILIATES AND SUPPLIERS DO NOT WARRANT THE ACCURACY OR APPLICABILITY OF THE RESULTS OBTAINED THROUGH USE OF THE PROGRAM(S).
(c) All other terms and conditions of this License shall apply to Evaluation and Education licenses. In the event of a conflict between Sections 4(a) for Evaluation Licenses and 4(b) for Education Licenses and the other terms and conditions of this License, Sections 4(a) and 4(b) shall take precedence for Evaluation and Education Licenses respectively.
5.GRANT
(a) Subject to Licensee';s continued compliance with the terms and conditions of this License, upon Licensee';s clicking the "I AGREE" button and upon acceptance by Licensor, Licensor grants to Licensee a nonassignable, nonexclusive, nontransferable right and license, without the right to grant sublicenses to use each Program(s) authorized hereunder for the licensed number of simultaneous tasks for the License Term at the Designated Site. Licensee shall use the Program(s) only for Licensee';s own internal data processing purposes and shall not make all or any part of any Program(s) available to any third person other than Contract User(s), including without limitation providing data processing services, serving as an application service provider, or providing batch processing services. Licensee';s use of each Program(s) shall be restricted to the Designated Site in strict accordance with the limitations set forth in this Section. All changes of the Designated Network are permitted only with the prior written consent of Licensor which shall be granted upon payment of the then current fee. Notwithstanding the foregoing, replacement License Keys may not be available for older versions of the Program(s). Nothing contained herein shall be deemed to convey to Licensee any title, ownership, copyright or any other intellectual property rights in or related to Program(s). Licensee shall not permit the use of the Program(s) by persons other than its employees and its Contract User(s). Licensee will require the Contract User(s) to agree in writing to (i) use the Program(s) only to perform internal data processing services for Licensee and (ii) to be bound by terms equivalent to those set out in this License. Licensee remains responsible for the use of the Program(s) by all Contract User(s).
(b) Licensor or the Channel Partner shall provide Licensee access to the Program(s) via a license key ("License Key"), including an expiration date, for each Program(s) if applicable. Licensee shall be responsible for installation of the Program(s). Licensee may make copies of the Program(s) only as are necessary for Licensee';s back-up or archival purposes of such Program(s). The license granted to Licensee by reason of this Section 5 applies to all copies of the Program(s). In no event shall Licensee remove or modify any copyright notices or other proprietary markings contained within the Program(s) and shall ensure that such notices are reproduced within all copies (whether or not authorized to be made) of the Program(s).
(c) Licensee shall not modify the License Key provided with the Program(s) in any way. Licensee may only modify the portions of Program(s) provided in source code form. Except as expressly permitted by this Section 5(c) or as required to be permitted by local law, Licensee shall not (and shall not attempt to nor allow any third party to or attempt to) adapt, alter, amend, modify, reverse engineer, decompile, disassemble or decode the whole or any part of the Program(s) or translate the whole or any part of the Program(s) into another language. To the extent that local law expressly grants or requires Licensor to grant to Licensee the right to decompile the Program(s) in order to obtain the information necessary to render the Program(s) interoperable with other computer programs used or to be created by Licensee, Licensor shall make the information readily available to Licensee and Licensee undertakes not to decompile (or attempt to do so) the Program(s) without first requesting such information from Licensor. Licensor shall have the right to impose reasonable conditions (such as the imposition of a reasonable fee) for making the information available. In order to ensure that Licensee receives the appropriate information, Licensee must first give Licensor sufficient details of Licensee';s objectives and other software concerned. All requests for the appropriate information shall be given by notice to be served in accordance with the terms of this License. Licensee may not develop any application programs using the Program(s) unless otherwise permitted in a separate written agreement executed by the parties. Licensee';s creation of interfaces to the Program(s) and operation of the Program(s) with other software linked to the Program(s) through such interfaces for Licensee';s own internal data processing purposes shall not be considered the creation of an application program for this section.
(d) Licensee acknowledges that the export, use, transmission or other transfer of the Program(s) and technical data delivered under this License are governed by the laws and regulations of the United States of America ("U.S.A.") and may be subject to export or import regulations in other countries. Licensee agrees that it shall not use, take, export, transmit or otherwise transfer all or any part of the Program(s) to any other country or entity without Licensor';s prior written consent, which consent Licensor may grant or withhold in its sole discretion. Licensee agrees to the End-Use Certification below. Licensee shall not provide to Licensor any technical data related to defense articles or services, including military, space, or satellite end-use without Licensor';s prior written approval.
(e) If applicable, for U.S. Government Users, except as specifically granted by this License, use, duplication, or disclosure by the United States Government is subject to restrictions stated in this License and FAR 12.212 (for non-DOD licenses).
6.TERM AND TERMINATION
(a) Lease Licenses are non-cancelable, shall commence on the Effective Date of Program(s), and shall automatically renew at the then-current renewal fees, which become due upon renewal, for a like period unless Licensee, Channel Partner, or Licensor gives prior written notice of their intent to terminate or modify the Lease license. In the event a Lease License is terminated prior to the end of the term, pursuant to Section 6(c) below, no refund shall be due to Licensee for any portion of the prepaid Lease License fee. The Lease License will terminate automatically upon non-payment of the then-current renewal fees, unless Licensee pays the late license fee in addition to an interest charge at the highest amount permitted by law.
(b) The license for a Paid-up License shall commence on the Effective Date of Program(s) and shall be perpetual unless terminated as provided in Section 6(d) below.
(c) Licensor may immediately terminate this License upon any material breach of any provision of this License.
(d) If the license for a Program(s) granted hereunder is terminated for any reason pursuant to this License, Licensee shall immediately de-install the Program(s) from the computer(s) on which it is installed and shall certify to Licensor in writing that the Program(s) is de-installed and all copies thereof have either been destroyed or returned to Licensor or the Channel Partner. Any confidential information or material provided to Licensee in connection with the Program(s) shall be immediately returned to Licensor or the Channel Partner, unless otherwise specified by Licensor or the Channel Partner.
7.PAYMENT
Licensee agrees to pay the license fees for the Program(s). Payments made by Licensee under this License shall be paid to the Channel Partner unless Licensee is otherwise notified in writing by Licensor, in which event Licensee agrees to make payments as specified by Licensor. In the event a Channel Partner is not nominated, payments shall be made to Licensor. Fees are exclusive of all value added taxes, sales taxes, use taxes, and the like. Licensee shall pay all taxes associated with the Program(s), exclusive of any tax based on the income of Licensor or the Channel Partner. If claiming a tax exemption, Licensee must provide a valid tax exemption certificate.
8.CONFIDENTIAL INFORMATION
(a) Licensee hereby acknowledges that the Program(s) contains confidential and proprietary information including trade secrets of Licensor or its affiliates and suppliers. Licensee shall not disclose the Program(s) to any third parties, except to the extent permitted by Section 5(a), and will use the Program(s) only in accordance with the terms of this License.
(b) Excluding the Program(s), the parties agree that any other information disclosed by one party to another party during Customer Support and which is identified as confidential or proprietary ("Customer Support Confidential Information") shall remain the property of its respective owner. If initially disclosed orally or visually, Customer Support Confidential Information must be identified as confidential at the time of disclosure and a written summary thereof, also marked with such a legend must be provided to recipient within 15 (fifteen) days of the initial disclosure. The Parties agree that, for a period of five (5) years from the date any such Customer Support Confidential Information is disclosed, the recipient will use the same degree of care, but not less than reasonable care, to protect the confidentiality of the discloser';s Customer Support Confidential Information it receives as it uses to protect its own similar confidential and proprietary information that it does not wish to have published or disseminated.
(c) The obligations of this Section shall not extend to any information which:
(i) was lawfully known to recipient prior to receipt from the disclosing party; or
(ii) enters the public domain in general through no wrongful act or breach of this License by recipient; or
(iii) is received by recipient from a third party having a legal right to disclose such information.
(d)Recipient has the burden of proving the exceptions in 8(c) above.
9.LIMITATION OF LICENSEE';S REMEDY
(a) In the event that a Program(s) fails to perform substantially as warranted in this License, Licensor';s sole obligation to Licensee shall be, at Licensor';s option, to:
(i) Provide a correction or work-around to correct the breach; or
(ii) Modify the Program(s) to conform substantially to the Manual; or
(iii) If the Manual is in error, modify the Manual to accurately reflect the Program(s)';s intended functionality and actual operation; or
(iv) Permit Licensee to terminate the license for that Program(s) and refund to Licensee a pro-rata share of the license fees for that Program(s).
(b) In the event Licensor breaches the warranty of noninfringement set forth in Section 2(b), Licensor will hold Licensee harmless from, defend Licensee against and indemnify Licensee for any and all direct losses, claims, damages, costs and expenses occurring as a result of said breach, so long as Licensee promptly notifies Licensor in writing of any such claim and gives Licensor sole control of and provides full cooperation to Licensor at Licensor';s'; expense, in the defense and/or settlement of such claim.
(c) For a period of thirty (30) days from the date of shipment, if the media on which the Program(s) was delivered is defective in materials or workmanship, Licensee';s only remedy is to return it to Licensor or the Channel Partner with a copy of the proof of purchase, who will replace it, unless Licensor or the Channel Partner determines in good faith that the media has been misused or improperly installed, repaired, altered or damaged.
(d) LICENSEE';S REMEDIES AS SET FORTH IN THIS SECTION ARE THE SOLE AND EXCLUSIVE REMEDIES TO WHICH LICENSEE IS ENTITLED.
10.TECHNOLOGY ENHANCEMENTS AND CUSTOMER SUPPORT (TECS)
(a) TECS shall consist of (i) reasonable telephone or email support ("Customer Support"); and (ii) Program releases or corrections provided by Licensor without additional charge to TECS customers generally ("Technology Enhancements"). Customer Support will be provided to the ASC. The ASC shall be that person who, by virtue of experience and training, shall be appointed by Licensee as Licensee';s representative and liaison with Licensor or the Designated Channel Partner. The ASC shall provide first-level support to all of Licensee';s users permitted to use the Program(s) under the terms of this License. Licensee may change the ASC at any time upon written notice to the Channel Partner. Customer Support will be provided by the designated Channel Partner unless otherwise specified by Licensor. Technology Enhancements will be provided by Licensor at such times as determined solely by Licensor. All provisions of this License will apply to such Technology Enhancements, which shall become part of the Program(s).
(b) Replacement License Key(s) during the period of time in which TECS is current may be provided in consideration for payment of Licensor';s then-current administrative fee. Replacement License Key(s) during the period of time in which TECS is not current may be granted at the discretion of the Licensor and in consideration for the payment of Licensor';s then-current administrative fee for licenses in which TECS is not current.
(c) For a Leased Program, the annual TECS fee is included in the annual Lease License Fee.
(d) For a Paid-up Program, telephone or email assistance for Program installation shall be provided without charge for thirty (30) days from the Effective Date of Program(s). TECS for a Paid-Up Program shall be offered at Licensor';s option and provided only if Licensee pays the then-current annual TECS fee which becomes due upon renewal.
(e) TECS may be renewed at the then-current TECS renewal fees unless Licensor or the Channel Partner gives prior written notice of their intent to not offer TECS for the Program(s). TECS will terminate automatically upon non-payment of the TECS fees unless Licensee pays the late TECS fees in addition to an interest charge at the highest amount permitted by law.
(f) Licensor and the Designated Channel Partner shall have no obligation to provide TECS for other than the two most current commercially available releases of each Program(s).
(g) During the period of time in which Licensee is entitled to receive TECS for a Program(s), Licensor shall notify Licensee, through the ASC, of any Class3 errors in the Program(s) of which Licensor is actually aware. A Class3 error shall mean a Program error which permits or generates a solution that may appear reasonable and correct, but which in fact may be erroneous. The ASC shall notify all of Licensee';s users of the Program(s) of these Class3 errors.
(h) TECS may not be available for Education Licenses.
(i) In the event that TECS is discontinued by Licensee and Licensee later wishes to reinstate TECS, in addition to the applicable TECS fee, a reinstatement fee ("TECS Reinstatement Fee") will be charged by Licensor for reinstatement. The TECS Reinstatement Fee shall be calculated based on the TECS fee as of the date of reinstatement for the period in which TECS was discontinued.
11. MISCELLANEOUS
(a) All notices required in this License shall be given in writing to all parties and delivered by registered airmail, international air courier, facsimile, or the equivalent. Notices shall be effective when received as indicated on the facsimile, registered mail or other mutually agreeable delivery receipt. All notices will be given by one party to the other at its address provided, unless a change thereof previously has been given to the party giving the notice.
(b) Licensee shall not assign this License to any third party by operation of law, or in bankruptcy, or otherwise without prior written consent of Licensor. This License shall be binding upon and inure to the benefit of the parties hereto and their respective successors, permitted assigns and transferees.
(c) The provisions of Sections 2(c), 2(d), 2(e), 3, 5(d), 7, 8, 9 and 11 shall survive termination of this License.
(d) The rights and obligations of the parties hereto shall be governed by and must be construed in accordance with the law of the Commonwealth of Pennsylvania as if fully performed therein and without reference to its conflict of laws principles or the United Nations Convention on the International Sale of Goods. If Pennsylvania law is not held to apply to this License for any reason, then in jurisdictions where warranties, guaranties, representations and/or conditions of any type may not be disclaimed, any such warranty, guaranty, representation and/or warranty is hereby limited to the period of either (i) thirty (30) days from the date of shipment or (ii) the shortest period allowed by law in the applicable jurisdiction if a thirty (30) day limitation would be unenforceable.
(e) All disputes arising out of or relating to this License, or the breach thereof, shall be settled, if possible, by friendly negotiation of the parties. If, in the sole judgment of either party, settlement cannot be reached by negotiation as described above, then the dispute shall be submitted to and finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the Rules of Conciliation and Arbitration of the International Chamber of Commerce. The venue and place of arbitration shall be in Pittsburgh, Pennsylvania. Each party hereto agrees to be bound by any final arbitration determination and such final determination will not be appealable. Licensor may immediately commence proceedings in any court of competent jurisdiction for protection of its confidential information or collection of payments. The arbitrator will not be permitted to award punitive damages against either party in any arbitration proceedings and the limitation of liability in Section 3 of this License shall apply to the final award. Any failure of any party to enforce any of the provisions of this License will not be construed as a waiver of such right of the party thereafter to enforce each and every such provision.
(f) If any provision of this License shall be invalid, such provision shall be ineffective only to the extent of such invalidity without invalidating the remainder of this License.
(g) This License constitutes the complete and exclusive statement of the agreement between the parties and supersedes all proposals, oral or written, and all other communications between the parties relating to the subject matter of this License. Except as specifically provided herein, this License may be modified only by a written amendment executed by duly authorized officers or representatives of Licensor and Licensee. No purchase order or any other standardized business forms issued by Licensee, and even if such purchase order or other standardized business form provides that it takes precedence over any other agreement between the parties, shall be effective to contradict, modify, or delete from the terms of this License in any manner whatsoever. Any acknowledgment, written or oral, of any such purchase order or standardized business form is not recognized as a subsequent writing and will not act as acceptance of such terms.
END-USE CERTIFICATION
Intending to be legally bound, Licensee certifies that its use of the Program and technical data delivered under this License will not be destined for the following end-uses, now or in the future as dictated by United States export laws. The Program and technical data delivered under this License:
A.Will not be used, sold, resold, delivered or transferred, directly or indirectly contrary to U.S. export control regulations.
B.Will not be used in the design, development, production, stockpiling, or use of chemical or biological weapons and their precursors.
C.Will not be used in the design, development, production, stockpiling, or use of missiles, rocket systems (including but not limited to ballistic missile systems, space launch vehicles, and sounding rockets), and unmanned air vehicle systems (including but not limited to cruise missile systems, target drones, and reconnaissance drones), without ANSYS, Inc.';s prior written consent. Reference Export Administration Regulations (EAR) part 744.]
D.Will not be used in or for any nuclear end-use or activity; the term "nuclear end-use or activity" is defined as:
1. Nuclear explosive activities. Nuclear explosive activities, including research on or development, design, manufacture, construction, testing or maintenance of any nuclear explosive device or components or subsystems of such a device;
2. Unsafeguarded nuclear activities. Activities including research on, or development, design manufacture, construction, operation, or maintenance of any nuclear reactor, critical facility, facility for the fabrication of nuclear fuel, facility for the conversion of nuclear material from one chemical form to another, or separate storage installation, where there is no obligation to accept International Atomic Energy Agency (IAEA) safeguards at the relevant facility or installation when it contains any source or special fissionable material (regardless of whether or not it contains such material at the time of export), or where any such obligation is not met; or
3. Safeguarded and unsafeguarded nuclear activities. Safeguarded and unsafeguarded nuclear fuel cycle activities, including research on or development, design, manufacture, construction, operation or maintenance of any of the following facilities, or components for such facilities: (i) Facilities for the chemical processing of irradiated special nuclear or source material; (ii) Facilities for the production of heavy water; (iii) Facilities for the separation of isotopes of source and special nuclear material; or (iv) Facilities for the fabrication of nuclear reactor fuel containing plutonium.
E. Will not be used in the design, development, production, construction, support, or maintenance of a maritime nuclear propulsion project; including any machinery, devices, components or equipment specifically developed or designed for use in such plants or facilities.
F. Will not be used in crime control and detection commodities and end-uses.
G.Will not be imported or re-exported to destinations embargoed by the U.S. government.
H. Will not be imported or re-exported to entities listed on U.S. government denial lists: U.S. Department of Commerce Denied Persons List, State Department Debarment List, State Department Parties of Proliferation Concern, or Treasury Department Specially Designated Nationals List*.
I. Will not be imported or re-exported for use by the end-users listed on the Unverified List, or the "Entity List,"* Supplement No. 4, Part 744 of the EAR, without prior approval from the U.S. Department of Commerce.
J.Will not be imported or re-exported for use by or for persons who commit, threaten to commit, or support terrorism. The term "terrorism" means an activity that:
(1) involves a violent act or an act dangerous to human life, property, or infrastructure; and
(2) appears to be intended:
(a) to intimidate or coerce a civilian population;
(b) to influence the policy of a government by intimidation or coercion; or
(c) to affect the conduct of a government by mass destruction, assassination, kidnapping, or
hostage-taking.
K.For any Licensee located in Iraq, the following additional requirements apply.
ANSYS'; non-public technical information:
(1) Will not be used in the design, development, production, stockpiling, support, or use of military, satellite, or space items as described on the U.S. Munitions List (www.pmdtc.org) or the Wassenaar Arrangement Munitions List (WAML) (www.wassenaar.org).
(2) Will not be used in the design, development, production, stockpiling, support, or use of arms and related material.
(3) Will not be transferred or assigned, including but not limited to persons or entities designated in or pursuant to Executive Order 13315.
(4) Will only be used by permanent employees of Licensee, unless specifically permitted in writing by ANSYS, Inc. The contract provision in the software license agreement permitting use by Contract Users is hereby superseded and contract users shall not be permitted to use the ANSYS non-public technical information without ANSYS'; specific, written permission.
Licensee agrees to explain its end-use to ANSYS, Inc. upon request in order to ensure compliance with U.S. and local export laws.
*These lists are available from ANSYS, Inc. at fax #724.514.9490 and the following U.S. government websites:
Bureau of Industry & Security, U.S. Dept. of Commerce: www.bis.doc.gov
Office of Foreign Assets Control, U.S. Dept. of Treasury: www.treas.gov/ofac
Office of Defense Trade Controls, U.S. Dept. of State: www.pmdtc.org
REV. 4-5-05
[br][br][以下内容由 jzl421 在 2007年03月18日 09:07pm 时添加] [br]
这是所有文件的内容，不知道在哪修正呀，请求帮助。0
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