THIS IS A LEGAL AGREEMENT BETWEEN YOU AND LUMERICAL COMPUTATIONAL SOLUTIONS, INC. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS OF THE SOFTWARE LICENSE, YOU MAY NOT USE THE SOFTWARE AND YOU DO NOT BECOME A LICENSEE UNDER THIS AGREEMENT.

NOTE:  As described in paragraphs 4 and 5 below, using the Software for a Trial or Teaching License also operates as your consent to the transmission of certain computer information during activation and use of the Software during such Trial or Teaching License.

1. GRANT OF LICENSE. LUMERICAL COMPUTATIONAL SOLUTIONS, INC. (“LUMERICAL”) grants to you (“Licensee”), a limited end-user, non-exclusive license to reproduce and use for personal or internal business purposes during the Term (as provided in paragraph 13) the executable code version of the Software Product ordered by Licensee and authorized by LUMERICAL (the “Software”) for the number of users authorized by the license option selected and paid for by Licensee at the time of purchase, subject to the terms and conditions set forth in this license agreement.  If properly licensed, Licensee has the right to use the version of the Software installed during the installation process up to the end of the Term.  Any copy of the Software must contain all of the original Proprietary notices.

2. PROPRIETARY RIGHTS AND OTHER RESTRICTIONS. The Software (including any copy or component thereof) is owned by LUMERICAL or its suppliers and licensors and is protected by Canadian and other copyright and patent laws and international treaty provisions. The Software copy is licensed and you are not an owner of any copy thereof. LUMERICAL hereby reserves all rights not explicitly granted in this license agreement. Licensee may not rent or lease the Software.  Except as provided in paragraph 1, Licensee may not modify or translate the Software. Licensee may not reverse engineer, decompile or disassemble the Software, except to the extent expressly authorized by applicable law.  In addition, Licensee may not: work around any technical limitations in the Software; publish the Software for others to copy; use the Software for commercial software hosting services; or allow the Software to be used or accessed by unauthorized persons or more than the number of users authorized by LUMERICAL.

3. LICENSE FOR THIRD PARTY SOFTWARE. LUMERICAL has been granted licenses to distribute certain third party software that may be incorporated in the Software. As a condition of those licenses, LUMERICAL is required to distribute such software subject to specific terms and conditions, which may be different from or additional to those contained herein for LUMERICAL's Software. Licensee understands and agrees that acceptance of this license agreement also confirms Licensee's acceptance of the applicable provisions for use, including the restrictions on use, of such third party software.  In addition, Licensee acknowledges that certain third party software components incorporated in the Software may include elements licensed or procured from certain open source libraries (“Open Source Elements”), and use of such Open Source Elements may be subject to the terms and conditions of the relevant open source library.  The current applicable provisions for third party software may be viewed at http://lumerical.com/tcad-product/licensing/third_party_agreements. Licensee may also contact LUMERICAL to obtain the current applicable provisions. Licensee's breach of the applicable provisions of any third party's license terms shall also be considered a material breach of this license agreement.  Notwithstanding the foregoing, no provisions of a third party’s license terms shall be deemed to waive or amend any of the terms and conditions of this license agreement.  In the event of any conflict between the terms and conditions of this license agreement and the terms and conditions of any third party license, the provisions of this license agreement will prevail.

4. TRIAL LICENSE: INSTALLATION AND USE OPTIONS. For a Trial License, the Software may be installed on up to the maximum number of computers expressly authorized by LUMERICAL and such authorized computers shall be connected to the internet at all times that the trial Software is in use. During a Trial License, the Software may be used for evaluation purposes only.  Installation and activation of the Software during the Trial License associates the use of the Software with a specific computer, and the Software may send information about the Software and such computer it is installed on to LUMERICAL. This information may include the version, language and product key of the Software, the Internet protocol address of the computer, and information derived from the hardware configuration of such computer to uniquely identify such computer. By using the Software during a Trial License, Licensee consents to the transmission of such information.

5. TEACHING LICENSE: INSTALLATION AND USE OPTIONS. For a Teaching License, the Software may be installed on up to the maximum number of computers expressly authorized by LUMERICAL and such authorized computers shall be connected to the internet at all times that the teaching Software is in use. During a Teaching License, the Software may be used for teaching and instructional purposes only.  Installation and activation of the Software during the Teaching License associates the use of the Software with a specific computer, and the Software may send information about the Software and such computer it is installed on to LUMERICAL. This information may include the version, language and product key of the Software, the Internet protocol address of such computer, and information derived from the hardware configuration of such computer uniquely identifying such specific computer. By using the Software during a Teaching License, Licensee consents to the transmission of such information.

6. COMMERCIAL ANNUAL LICENSE: INSTALLATION AND USE OPTIONS. You may use the Software for any legal purpose with one of the following commercial license options chosen at the time of purchase:
6a. Single computer, single simulation option. The Software may be installed on any number of computers but the Software may only be operated by a single person, on a single computer at any given time. The computer must be connected to the HASP hardware key at all times the Software is used. One simulation may be running at any given time.
6b. Concurrent user, multi-simulation option. The Software may be installed on any number of computers, including different computer nodes within a cluster of computers. Licensee may have as many users simultaneously operating the Software at any given time as the number of concurrent User Keys purchased. Such users may have as many simultaneous simulations running at any given time as the number of concurrent Simulation Keys purchased. Surplus users will be denied access by LUMERICAL's License Manager (LM); surplus simulations will be prohibited from running by the LM. A single copy of LM must be running on a computer on the network that is connected to the HASP hardware key.
6c. Multi-simulation only option. Licensees under paragraphs 6a or 6b that have purchased LUMERICAL’s Remote Engine Extension (REE) have the option, in addition, of installing the REE in a different designated location on any number of computers including different computer nodes within a cluster of computers for the principal purpose of running simulations in a distributed computing environment. Licensee may have as many simultaneous simulations running at any given time as the number of concurrent REE Simulation Keys purchased for the designated location. A separate copy of LM must be running on a computer at the designated location that is connected to the HASP hardware key.

7. NON-COMMERCIAL ANNUAL LICENSE: INSTALLATION AND USE OPTIONS. The installation and use of the Software under one of the non-commercial license options is restricted to the following non-commercial purposes: teaching, classroom work, or academic research at accredited degree granting institutions; or other non-proprietary, non-classified research in the public domain. Any other use is expressly prohibited. The Software may be used for any legal purposes with one of the following non-commercial license options chosen at the time of purchase:
7a. Single computer, single simulation option. The Software may be installed on any number of computers but the Software may only be operated by a single person, on a single computer at any given time. The computer must be connected to the HASP hardware key at all times the Software is used. One simulation may be running at any given time.
7b. Concurrent user, multi-simulation option. The Software may be installed on any number of computers, including different computer nodes within a cluster of computers. Licensee may have as many users simultaneously operating the Software at any given time as the number of concurrent User Keys purchased. Such users may have as many simultaneous simulations running at any given time as the number of concurrent Simulation Keys purchased. Surplus users will be denied access by LUMERICAL's License Manager (LM); surplus simulations will be prohibited from running by the LM. A single copy of LM must be running on a computer on the network that is connected to the HASP hardware key.
7c. Multi-simulation only option. Licensees under paragraphs 7a or 7b that have purchased LUMERICAL’s Remote Engine Extension (REE) have the option, in addition, of installing the REE in a different designated location on any number of computers including different computer nodes within a cluster of computers for the principal purpose of running simulations in a distributed computing environment. Licensee may have as many simultaneous simulations running at any given time as the number of concurrent REE Simulation Keys purchased for the designated location. A separate copy of LM must be running on a computer at the designated location that is connected to the HASP hardware key.

8. PREMIUM SUPPORT PLAN. LUMERICAL's Premium Support Plan is included as part of the License during the Term so long as the Software continues to be generally available for sale and license by LUMERICAL. The Premium Support Plan comprises: phone and e-mail support Monday to Friday from 9am to 5pm, Pacific Standard Time; free and timely access to software updates, including major upgrades; regular updates of relevant technical information; access to trial downloads of any LUMERICAL product; and access to prototype and beta versions of new products.  Requests for support shall be made through the following e-mail address This e-mail address is being protected from spambots. You need JavaScript enabled to view it .  In the event the Software is discontinued during the Term or no longer generally available for license by LUMERICAL, Licensee shall have the option to use the Software for the remainder of the Term without access to LUMERICAL’s Premium Support Plan.

9. RETURN POLICY. Licensee may receive a full refund if within thirty (30) days from the date of delivery of the relevant Software by LUMERICAL (the “Acceptance Period”) if Licensee terminates this License for any reason within the Acceptance Period.

10. WARRANTY. LUMERICAL warrants that: (a) it has the right to grant the License rights hereunder; (b) the physical media provided for the Software shall be free from defects in material and workmanship for a period of ninety (90) days from delivery, or it will be replaced by LUMERICAL at no cost to Licensee; and (c) for a period of one (1) year from delivery or for the Term of the License, whichever is less, each copy of the Software provided by LUMERICAL will conform in all material respects to the description of the Software in the Reference Guide provided by LUMERICAL with the Software at the time of delivery.  EXCEPT AS SET FORTH IN THIS AGREEMENT, LUMERICAL MAKES NO OTHER WARRANTY, REPRESENTATION OR CONDITION AND, TO THE MAXIMUM EXTENT PERMITTED BY LAW, LUMERICAL EXPLICITLY DISCLAIMS, AND LICENSEE ACKNOWLEDGES THAT IT HAS NOT RELIED ON, ANY WARRANTIES, REPRESENTATIONS AND CONDITIONS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, OF ANY KIND WHATSOEVER WITH RESPECT TO THE SOFTWARE PROVIDED UNDER THIS AGREEMENT, IN WHOLE OR IN PART, INCLUDING BUT NOT LIMITED TO TITLE, QUALITY, MERCHANTABILITY, WORKMANSHIP, HIDDEN DEFECT OR FITNESS FOR A PARTICULAR PURPOSE OR USE.  LUMERICAL EXPRESSLY DOES NOT WARRANT THAT THE SOFTWARE, IN WHOLE OR IN PART, WILL BE ERROR FREE, OPERATE WITHOUT INTERRUPTION, OR DELIVERED FREE OF ANY THIRD PARTY CLAIMS BY WAY OF INFRINGEMENT OR OTHERWISE.  LUMERICAL DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING THE USE OR THE RESULTS OF THE USE OF THE SOFTWARE IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY OR OTHERWISE.  THE SOFTWARE SHOULD NOT BE RELIED ON AS THE SOLE BASIS TO SOLVE A PROBLEM WHOSE INCORRECT SOLUTION COULD RESULT IN INJURY TO PERSON, LOSS OF MONEY OR DAMAGE TO PROPERTY. IF THE SOFTWARE IS RELIED ON IN SUCH A MANNER, IT IS AT THE LICENSEE'S OWN RISK. LUMERICAL AND ITS LICENSORS EXPLICITLY DISCLAIM ALL LIABILITY FOR SUCH USE OR RELIANCE TO THE EXTENT ALLOWED BY LAW.

11. EXCLUSIVE REMEDY.  In the event that the Software does not operate as warranted, Licensee's exclusive remedy and LUMERICAL's sole liability under this warranty shall be a) the correction or workaround by LUMERICAL of major defects within a reasonable time, or b) should such correction or workaround prove neither satisfactory nor practical, termination of the relevant License and refund of the initial License fee paid to LUMERICAL for the Software. All requests for warranty assistance should be directed to Lumerical Computational Solutions at the e-mail address set forth in paragraph 8.

12. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT AND UNDER NO LEGAL THEORY SHALL LUMERICAL, ITS LICENSORS OR ITS SUPPLIERS BE LIABLE TO LICENSEE FOR ANY COSTS OF SUBSTITUTE PRODUCTS, OR FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE OR INDIRECT DAMAGES OF ANY KIND ARISING OUT OF THE LICENSE OF, USE OF, OR INABILITY TO USE ANY SOFTWARE OR DOCUMENTATION, EVEN IF LUMERICAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  IN NO EVENT SHALL LUMERICAL'S OR ITS SUPPLIERS' LIABILITY EXCEED THE LICENSE FEE, IF ANY, PAID BY LICESEE. THIS LIMITATION OF LIABILITY IS REFLECTED IN THE PRICE OF THE SOFTWARE LICENSE AND SHALL APPLY.  ANY LIABILITY OF LUMERICAL AND ITS LICENSORS (WHETHER IN RELATION TO BREACH OF CONTRACT, NEGLIGENCE OR OTHERWISE) SHALL NOT IN TOTAL EXCEED THE AMOUNT PAID TO LUMERICAL UNDER THIS AGREEMENT IN THE TWELVE MONTH PERIOD PRECEDING THE CLAIM IN QUESTION, FOR THE SOFTWARE WITH RESPECT TO WHICH THE LIABILITY IN QUESTION ARISES, AS INSTALLED IN ACCORDANCE WITH THIS AGREEMENT.

13. TERM.
13a. Trial Licenses. For Trial Licenses, this license agreement is effective for a period of 30 days from the date of download of the Software.
13b. Teaching Licenses. For Teaching Licenses, this license agreement is effective for a period of time as specified by LUMERICAL, but not to exceed six months in duration.
13c. Commercial and Non-Commercial Annual Licenses. For Commercial and Non-Commercial Annual Licenses, Licensee understands and agrees that each Annual License will expire automatically immediately after its corresponding one (1) year period, unless Licensee renews its License by remitting the then-current annual License fee. Licensee understands that the Software will stop operating unless Licensee pays the License fee and is provided new annual license codes. Licensee understands and agrees that the Premium Support Plan for each Annual License will terminate automatically upon expiration of the Annual License Term, subject to the continued availability of the Software as further provided in paragraph 8.
13d. Commercial and Non-Commercial Multi-year Licenses. In the event Licensee has purchased and paid for a multi-year License, Licensee understands and agrees that such Multi-Year License will expire automatically immediately after its corresponding multi-year license period paid for, and that the Software will stop operating unless further license fees are paid for by Licensee.  Licensee further acknowledges that future licenses for the Software and provision of related Premium Support services may be discontinued by LUMERICAL in the future at any time. Licensee acknowledges that for multi-year Licenses, LUMERICAL may send annual license codes to authorize Licensee’s continued operation of the Software.

14. TERMINATION. This license agreement will terminate automatically upon your failure to comply with any term or condition of this license agreement, including without limitation if Licensee has failed to pay any License fees due.  Licensee shall not be entitled to any refund if this License is terminated, except for License fees paid for any Software for which the Acceptance Period has not expired at the time of termination. Upon termination, Licensee shall promptly return all but archival copies of the Software in Licensee's possession or control, or promptly provide written certification of their destruction. In addition to the foregoing, for Trial Licenses, this license agreement may be terminated at any time by LUMERICAL.

15. TAXES, DUTIES, CUSTOMS. Absent appropriate exemption certificates or other conclusive proof of tax exempt status, Licensee shall pay all applicable sales, use, excise, value-added, and other taxes, duties, levies, assessments, and governmental charges payable in connection with this license agreement or the Licenses granted hereunder, excluding taxes based on LUMERICAL’s income, for which LUMERICAL shall be solely responsible.

16. MISCELLANEOUS. This license agreement sets forth the entire agreement between Licensee and LUMERICAL, and supersedes any prior agreement, whether written or oral, relating to the subject matter of this license agreement.  Any purchase order or similar document which is issued by Licensee in connection with this license agreement does not modify this license agreement.  No modification of this license agreement will be effective unless it is in writing, is signed by each party, and expressly provides that it amends this license agreement.

The parties disclaim the application of the United Nations Convention on the International Sale of Goods. This license agreement is governed by the laws of the province of British Columbia, Canada, and the federal laws of Canada applicable therein without reference to conflict of laws principles. All disputes arising out of this license agreement shall be litigated or otherwise resolved exclusively in the province of British Columbia. Licensee may not export or re-export the Software or documentation without the appropriate Canadian or foreign government licenses. If any provision of this license agreement is ruled invalid, such invalidity shall not affect the validity of the remaining portions of this license agreement.

Licensee may assign this license agreement for the Software on a one-time basis during the Term for a fully-paid License provided that: Licensee retains no copies of the Software; the assignee agrees to be bound by the terms of this license agreement; and Licensee provides written notice to LUMERICAL of such assignment.

Licensee must affix the following legend to each copy of the Software: “Use, duplication, reproduction, or transfer of this commercial software and accompanying documentation is subject to and restricted in accordance to a license agreement provided by LUMERICAL COMPUTATIONAL SOLUTIONS, INC.”