This Dassault Systèmes Free SOLIDWORKS Student License Agreement (“Agreement) is made by and between the customer, a natural person of at least eighteen (18) years of age (“Customer”), and Dassault Systèmes SolidWorks Corporation, a Delaware corporation having a principal place of business at 175 Wyman Street, Waltham, Massachusetts 02451 U.S.A. (“3DS” or “DS”). Customer agrees to this Agreement by signing it or by other electronic means permitted by 3DS, such as click-to-accept and electronic signature. The parties agree as follows:

GENERAL TERMS

1.    Definitions

3DS Group Company (or DS Group Company) means Dassault Systèmes, a French “société européenne” or any entity in which Dassault Systèmes, directly or indirectly, (a) owns more than fifty percent (50%) of the outstanding equity or ownership interest, or (b) has the power to designate the managing authority.

3DS Offering (or DS Offering) means one or more Licensed Programs.

3DS Website Terms means the relevant OST and other materials or information located at the website available at www.3ds.com/terms.

Agreement means these general terms and the terms contained in the 3DS Website Terms referenced herein.

Documentation means the current user documentation in any form or media as delivered together with the 3DS Offering for use in connection with the 3DS Offering.

Effective Date means (i) for a Licensed Program, the later of the following (a) the date on which such Licensed Program is shipped or made available electronically to Customer or, if applicable, (b) the date on which Customer is informed by 3DS that the associated license key can be requested or is available, or (ii) for Online Services, the date of delivery of the Online Services as described in Section 4.1.

Export Control Regulations means all applicable export control laws and regulations, and sanctions programs worldwide, including but not limited to the United States Export Administration Regulations (EAR) and the Office of Foreign Assets Control (OFAC) Specially Designated Nationals sanctions, and the European Union Council Regulation (EU) No 2021/821.

Licensed Program means (i) any data processing program and content, including databases and digital models, for which a license is provided to Customer pursuant to a Transaction Document, (ii) associated Documentation, and (iii) corrective patches and Releases to which a Customer is entitled. A Licensed Program does not include new versions of a Licensed Program, including any successor product that significantly differs in architecture, user interface, or mode of delivery.

OST (Offering Specific Terms) means specific terms applicable to a given Release of a 3DS Offering and published in the 3DS Website Terms. The applicable OST for a specific Release will be the one applicable for the specific Release at the time of the initial delivery. Any OST applicable to a subsequent Release of a 3DS Offering will not, on an overall basis, result in a material increase in Customer’s liabilities and obligations or a material decrease in 3DS’s liabilities and obligations under this Agreement.

Release means a periodic update of the same major version of a 3DS Offering if and when made generally available to the market.

Whenever required by the context hereof, the terms herein apply equally to the singular and plural forms of the terms and expressions defined.

2.    License and Use Rights

2.1. Grant.  3DS grants to Customer, from the Effective Date, a personal, free-of-charge, non-exclusive and non-transferable (except as expressly permitted herein) right, for the duration identified by 3DS to Customer, and solely for Customer’s own Education Use (as defined in Section 7 hereof), to (a) access and use the 3DS Offering according to the terms and conditions of this Agreement and their applicable Documentation; and (b) install the permitted number of copies and make one copy for back-up purposes for 3DS Offering requiring on-premises installation.

Notwithstanding any contrary provision of the applicable OST, Customer shall not share or otherwise allow any third party to access or use the 3DS Offering.

2.2. Scope.  Customer agrees to operate each 3DS Offering in accordance with the terms and provisions of this Agreement and applicable Documentation. License keys, license tokens, or delivery of media do not in and of themselves convey any right to use any software. Except as expressly set forth in this Agreement, no other express or implied right or license is granted to Customer.

Except as specifically permitted in this Agreement or in a separate written agreement, Customer agrees not to: (a) use and permit any third party to use, any 3DS Offering and/or any part or output of any 3DS Offering, including content, data or results generated by the use of any 3DS Offering to develop software applications (i) for use by or distribution to any third party or (ii) competing or intending to compete directly or indirectly with any 3DS software or service, including through artificial intelligence model or system training; (b) rent, lease, resell, assign, transfer, distribute or sublicense any 3DS Offering to third parties, or perform or offer any type of services to third parties relating to any 3DS Offering including, without limitation, consulting, training, assistance, outsourcing, service bureau, customization, or development; or (c) correct errors, defects, and/or other operating anomalies of any 3DS Offering; (d) reverse engineer, decompile, disassemble, adapt, or otherwise translate all or part of any 3DS Offering.

3.    No Support Services

Customer understands and acknowledges that Customer is not entitled to, and 3DS shall have no obligation to provide, any maintenance, enhancement or other support services with respect to this Agreement and/or the 3DS Offering.

4.    Delivery

Delivery 3DS Offerings will be delivered and/or made available to Customer electronically. Electronic delivery will be made by providing Customer with the necessary information to download the Licensed Programs. Customer is responsible for accessing 3DS’s website and downloading the Licensed Programs. Licensed Programs requiring physical delivery will be delivered by 3DS FCA (Incoterms 2020) 3DS’s premises as designated by 3DS.

5.    Intellectual Property

3DS and/or its suppliers retain ownership in all intellectual property rights in all 3DS Offerings and all modifications or other derivative works thereof. Licensed Programs are licensed, not sold. Customer shall preserve and reproduce all copyright, patent, and trademark notices that appear in any 3DS Offering or any copy thereof. Customer recognizes that the methodologies and techniques contained in or expressed within the 3DS Offering are proprietary information or trade secrets of 3DS and/or its suppliers, whether or not marked as “confidential.” Customer shall treat such as confidential information and not disclose them.

6.    Limitation of Liability

3DS and its licensors make no warranties with respect to the 3DS offerings, 3DS’s services, or any data or materials produced by or in using the 3DS offerings, including, without limitation, any implied warranties of merchantability, non-infringement, and fitness for a particular purpose. 3DS does not warrant that the 3DS offerings or any services will meet customer’s requirements or that the operation of the 3DS offerings will be uninterrupted or error-free or that any internet tool or service will be completely secure. 3DS and its licensors shall have no liability, whether in contract, tort, or otherwise, for any damages, including, without limitation, direct, indirect, incidental, special, punitive, or consequential damages, arising from the 3DS offerings, use of the 3DS offerings, 3DS’s services, or any data or materials produced by or in using the 3DS offerings.

Customer agrees that any and all claims related to this Agreement shall be brought solely against 3DS and not any 3DS licensor or any other 3DS Group Company.  Any legal action against 3DS must be filed in the appropriate judicial jurisdiction within two (2) years after the applicable cause of action has arisen.

7.    Term and Termination

7.1 Term.  This Agreement remains in effect until terminated as provided hereunder, or until the expiration of all 3DS Offerings ordered under this Agreement.

7.2 Termination for Cause

Either party may terminate this Agreement and/or Customer’s rights to any or all 3DS Offerings if the other party is in material breach of any of its obligations and fails to remedy such breach within thirty (30) days of receipt of written notice.

7.3 Termination for Convenience

Customer may terminate the license to any Licensed Program by providing 3DS with at least thirty (30) days’ prior written notice. For perpetual licenses, such termination will take effect thirty (30) days after receipt of such notice; for fixed term licenses, such termination will take effect at the expiration of the then-current term.

7.4  Effect of Expiration or Termination

In the event this Agreement is terminated by 3DS for breach, 3DS reserves the right to terminate (a) Customer’s right to use any 3DS Offering that Customer has ordered under this Agreement, and (b) Customer’s right to use any or all 3DS Offering ordered hereunder if such breach is for other than a failure to pay.

8.    Additional Terms for Education Use

8.1  Education Institution means (a) an accredited institution of education and/or research that is authorized to grant academic degrees (diploma or certificate) at any primary, secondary, or higher education level and/or (b) an accredited institution of education delivering continuing education programs, e.g., training organization, training center, career school, vocational school.

8.2  Education Use means use of 3DS Offerings by Customer at or otherwise under the supervision of an Education Institution solely for Customer’s personal learning purposes

8.3  Education Use Restrictions.  Notwithstanding anything to the contrary in Section 2 or any country-specific terms, 3DS Offerings for Education Use shall not be used, directly or indirectly, for (a) in-person, remote or online instruction, or (b) any commercial purposes of Customer or any third party, e.g,. for production of goods and services for resale, professional consulting, corporate or government internships, work-for-hire under commercial and/or governmental contract terms.

8.4  Content Watermarking.  Content produced using any 3DS Offering for Education Use may automatically contain a watermark identifying the 3DS Offering used. Customer shall not remove any such watermark.

9.    Export

9.1 Export Regulations.  3DS Offerings and related Documentation are subject to Export Control Regulations concerning (a) their export, import, re-export and in-country transfer, and (b) their intended end use by Customer. In the event of any conflict between Export Control Regulations, for purposes of the Agreement, the most restrictive law shall prevail.

9.2 Licenses/Authorizations.  3DS, any 3DS Group Company and their respective licensors shall not be liable if authorizations, licenses and approvals required for export to Customer under Export Control Regulations are not sought or obtained.

9.3 Customer Responsibilities.  Customer shall comply with all applicable Export Control Regulations, and shall not export or re-export, directly or indirectly, any 3DS Offering or related Documentation if such export or re-export requires an export license or other governmental approval pursuant to Export Control Regulations without first obtaining such license or approval. Customer shall not use any 3DS Offering and Documentation in violation of Export Control Regulations, including but not limited to proliferation of any nuclear, chemical or biological weapons or missile delivery systems. Customer shall not divert any 3DS Offering or Documentation to any country, company or individual if prohibited by Export Control Regulations. For that purpose, 3DS shall be entitled at any time to obtain from the Customer that it (a) signs a binding end-use form confirming Customer’s compliance with Export Control Regulations (in particular as regards the compliant use and absence of diversion of 3DS Offerings), and (b) provides evidence to authenticate the use of 3DS Offerings in compliance with Export Control Regulations.

9.4 Compliance.  The obligations of 3DS and any 3DS Group Company under the Agreement shall be subject to and conditioned upon compliance with all applicable Export Control Regulations. 3DS and/or any 3DS Group Company may terminate or suspend at any time the Agreement and/or the provision of 3DS Offerings hereunder, or generally cease or suspend the performance of its obligations under the Agreement, if Customer violates the Export Control Regulations provisions of the Agreement or if performance of the Agreement would cause 3DS and/or any 3DS Group Company to infringe any Export Control Regulations or to be potentially exposed to any sanctions or penalties that could be imposed by any governmental authority as a result of continued performance. Such suspension or termination shall be effective upon written notice as of the date stipulated in that notice.

Unless provided for in a separate agreement, the parties shall not disclose or exchange any information that (a) is subject to the United States Government's International Traffic in Arms Regulations (ITAR) or (b) requires a license from the United States government under the Export Administration Regulations (EAR) for the export or re-export of such information to citizens of countries designated under the EAR as being in Group B, such as France, or Group D, such as China.

10. Software Compliance

10.1 Unauthorized Use Detection.  3DS Group Companies employ measures to eliminate unauthorized use of 3DS software. 3DS software may include a security mechanism that can detect the installation or use of illicit copies of 3DS software and that is able to collect and transmit data about such illicit copies only. Data collected by such mechanism will not include any data created by Customer with the 3DS software. Customer consents to such detection and collection of data, as well as its transmission to and use by 3DS.  Further, 3DS also reserves the right to use a hardware lock device, license administration software, and/or a license authorization key to control access to, and use of, any 3DS Offering. Customer shall not take steps to tamper with, circumvent, or disable any such measure.

10.2 Compliance Verification.  Customer shall maintain, at all times, accurate and up to date records (with at least three (3) years history) related to its use of the 3DS Offerings in compliance with the applicable agreement (“Records”). Such Records shall include, without limitation, information related to logs (including usage tracing logs), Machines and Users. Upon written notification by 3DS, Customer will promptly provide such Records to 3DS or to such third party as 3DS may appoint (“Auditor”) in order to assess if Customer’s use of 3DS software is compliant with the terms of a valid agreement (“Verification Purpose”). Data collection shall begin within ten (10) business days from the date on which 3DS issued the notification. For the Verification Purpose, Customer agrees to cooperate fully and in a timely manner with 3DS and its Auditor. This includes, without limitation, responding to questionnaires and information requests providing access to (a) Customer’s premises or any premises where 3DS Offerings are installed, (b) machines, and (c) system tools outputs, such as active directories or software asset management (SAM) tools. Customer shall also allow the execution of all appropriate tools provided by 3DS or its Auditor to generate audit records. If the assessment reveals unauthorized use of any 3DS Offerings, Customer shall promptly, and not later than thirty (30) days after receiving the final assessment report, (x) cease any unauthorized use, (y) pay 3DS any amount owed as a result of such unauthorized use at the then-current list price, and (z) reimburse 3DS for the cost of such assessment. Nothing in the above waives 3DS’s rights to enforce the Agreement or to protect its intellectual property by any other means permitted by law or in equity. Customer’s failure to comply with the provisions of this Section 10.2 shall constitute a material breach of this Agreement

11. Miscellaneous

11.1 Notices.  All notices required hereunder shall be in writing and delivered to the other party at its e-mail address or such other contact address as such other party may communicate to the noticing party. In the case of Customer providing a notice to 3DS, any notice shall be addressed to the Legal Department at 3DS’s address as set forth in the opening paragraph of this Agreement and shall include a copy to legal.notice@3ds.com. For 3DS Offerings ordered on the 3DS web store, notices shall be delivered pursuant to the process defined on such 3DS web store.

Notwithstanding the foregoing, where in Section 7.3 a written notice is required, that requirement can be met by exchange of letters, emails or other electronic means for which a process has been provided by 3DS.

11.2 Force Majeure.  Neither party hereto shall be liable for any default in the performance of its obligations under this Agreement resulting from (a) a force majeure event as defined by the law governing this Agreement and the courts in such jurisdiction, or (b) the following causes: strikes (whether previously announced or not), war (declared or not), riots, governmental action, acts of terrorism, acts of God (fire, flood, earthquake, etc.), or any electrical, utility, or telecommunication outage.

11.3 Severability.  If any provision of this Agreement is found to be illegal, void, or unenforceable, the other provisions shall remain in full force and effect, and the affected provision will be modified to render it enforceable and effective to the maximum extent possible in order to effect the original intent of the parties.

11.4 Transfer; Assignment; Subcontract.  Any subcontract, assignment, delegation, or other transfer of this Agreement or any right, duty, benefit, or obligation of Customer hereunder (including without limitation, by operation of law or by sale of Customer assets, whether directly or by merger, and a change in control of Customer shall be deemed to be an “assignment” for purposes of the foregoing) is subject to 3DS’s prior written approval. Any attempt to do so without 3DS’s consent is void. This Agreement shall be binding upon and inure to the benefit of 3DS and its successors and assigns. 3DS may assign, delegate, subcontract, or otherwise transfer any of its rights or obligations hereunder, in whole or in part, without Customer’s consent.

11.5 Entire Agreement.  This Agreement comprises the complete agreement between the parties relating to the subject matter hereof and supersedes all prior and contemporaneous proposals, agreements, understandings, representations, and communications, whether oral or written. Customer confirms that it (a) has full knowledge of all terms herein and those incorporated herein by reference, (b) agrees to be bound by and to comply with such terms, and (c) in entering into this Agreement, has not relied upon the future availability or functionality or product updates with respect to any 3DS Offering. No waiver or modification of any provision of this Agreement shall be binding unless made in writing and signed by both parties. A party’s failure at any time to require performance of any provision hereof shall in no manner affect its right at a later time to enforce that or any other provision.

11.6 Order of Precedence.  If there is a discrepancy, inconsistency, or contradiction between any OST and these terms, the provisions of the corresponding OST shall prevail, but solely with respect to those 3DS Offerings described in such OST.

11.7 Language.  This Agreement is provided in English and may be provided, for informational purposes only, in a language other than English. The English version shall be the only binding and enforceable version of this Agreement.

11.8 Survival.  The following sections of this Agreement shall survive termination or expiration: Sections 1 (“Definitions”), 2.2 (“Scope”), 5 (“Intellectual Property”), 7.4 (“Effect of Expiration or Termination”), 9 (“Export”), 10 (“Software Compliance”) and 11 (“Miscellaneous”).

11.9    Governing Law and Jurisdiction.  This Agreement shall be governed and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to any conflict of laws principles and excluding application of the United Nations Convention for the International Sale of Goods. The parties irrevocably waive all rights to trial by jury for any such litigation between them. All actions and proceedings arising out of or relating to this Agreement shall be exclusively heard and determined by the Courts of the Commonwealth of Massachusetts. Notwithstanding the foregoing, 3DS may, in its sole discretion, bring any claim or dispute (including but not limited to seeking injunctive relief and/or equitable remedies) arising out of, or in connection with the validity, interpretation and/or performance of this Agreement before any courts and or administrative authorities having jurisdiction over the subject matter of any such claim or dispute.

11.10 U.S. Government Restricted Rights Legend. The 3DS Offerings, and any other technical data provided hereunder are commercial in nature and developed solely at private expense. The 3DS Offerings are delivered as “Commercial Computer Software” as defined in DFARS 252.227-7014 or as a “Commercial Item” as defined in FAR 2.101(a) and, consistent with FAR 12.212 and DFARS 227.7202, as applicable, are licensed to Licensee only with those rights as are granted pursuant to this Agreement. Technical data is provided with limited rights only as provided in DFAR 252.227-7015 or FAR 52.227-14, whichever is applicable.