Source Code EULA Version:2.0

CAMBRIDGE FLOW SOLUTIONS SOFTWARE END-USER LICENCE AGREEMENT (EULA)

Source Code Collaboration Version

IMPORTANT: THIS END USER LICENCE AGREEMENT (or "EULA") IS A LEGAL AGREEMENT BETWEEN THE PERSON, COMPANY, OR ORGANISATION THAT HAS LICENSED THIS SOFTWARE ("YOU" OR "LICENSEE") AND CAMBRIDGE FLOW SOLUTIONS LTD. (or "CFS"). CFS AND THE LICENSEE MAY BE REFERRED TO COLLECTIVELY HEREIN AS THE "PARTIES." BY INSTALLING AND USING THE SOFTWARE, THE LICENSEE ACCEPTS THE SOFTWARE AND AGREES TO THE TERMS OF THIS AGREEMENT. READ IT CAREFULLY BEFORE COMPLETING THE INSTALLATION PROCESS AND USING THE SOFTWARE. BY INSTALLING AND/OR USING THE SOFTWARE, YOU ARE CONFIRMING YOUR ACCEPTANCE OF THE SOFTWARE AND AGREEING TO BECOME BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, OR DO NOT HAVE AUTHORITY TO BIND THE LICENSEE TO THESE TERMS, THEN DO NOT INSTALL AND/OR USE THE SOFTWARE AND RETURN THE SOFTWARE TO CFS FOR A REFUND IN ACCORDANCE WITH ITS REFUND POLICIES.

THIS EULA SHALL APPLY ONLY TO THE SOFTWARE SUPPLIED BY CAMBRIDGE FLOW SOLUTIONS HEREWITH REGARDLESS OF WHETHER OTHER SOFTWARE IS REFERRED TO OR DESCRIBED HEREIN.

1. DEFINITIONS

(a) "CFS" means Cambridge Flow Solutions Ltd. and its licensors, if any.

(b) "Software" means only the CFS software program(s) supplied by CFS herewith, whether in object code, source code, reconfigurable binary or any other form, and corresponding documentation, associated media, printed materials, and online or electronic documentation. Any updates to such Software which you are entitled to receive and that has been provided to you by CFS shall also mean Software for purposes of this Agreement.

(c) "Application Source Code" means any portions of the Software identified (either within the files themselves, or in the accompanying documentation) as source code, sample code, or components.

(d) To "Operate" is to compile, execute or edit the Software where permitted in this agreement.

(e) "Exectuable" means an executable portion of the Software in binary form. Some of the Software will be provided by CFS as an Exectuable, or may be compiled by the Licensee to create an Executable.

(f) Only the named Licensee, while acting on behalf of the Organisation may Operate the Software.

(g) "Computer" means computer hardware of the type designated for use with CFS Software. All Computers must be owned or leased by the Licensee or Organisation and reside on their premises unless otherwise allowed through written permission by CFS.

(h) "Licence Certificate" means the document supplied with the Software which contains some of the parameters of this EULA, specifically:

- (i) "Licensee" - The named Licensee to whom this agreement applies.

- (i) "Organisation": The Organisation to which the Licensee is affiliated. Where not defined, this agreement applies soley to the Licensee as an individual.

- (iii) "Restrictions": Any geographical or departmental restrictions, or restrictions applying to how the Software is used by the Licensee outside of which the Licensee may not Operate the Software under the terms granted by this agreement.

- (iv) "Obligations" means any obligations the Licensee has to CFS beyond those defined in this agreement.

- (v) "Entitlement" means any special entitlements or rights granted to the Licensee by CFS beyond those defined in this agreement.

- (vi) "Update Mechanism" - The mechanism through which CFS agrees to deliver Software Updates, and through which the Licensee agrees to supply any modifications made the the Application Source Code.

- (vii) Type of Licensee: The type of Licensee which in turn defines how some parts of thie EULA are applied.

- (viii) "Maximum Number of Processes": the total number of processes created by Software Executables which may be executed simultaneously.

- (ix) "Expiry Date" means the date on which this licence agreement terminates, you are not permitted to Operate the Software beyond this date.

The information contained on the Licence Certificate, including, but not limited to the parameters defined above, are made a part of and incorporated by reference into this EULA. By accepting this EULA, you are also accepting the additional terms and conditions, if any, set forth therein.

Note that in absence of an accompanying Licence Certificate with the Software, this agreement is not valid and should be considered terminated under the terms of paragraph 7.

2. LICENCE GRANTS

The licenses granted in this Section 2 are subject to the terms and conditions set forth in this EULA:

(a) CFS hereby grants the Licensee a worldwide, royalty-free, non-exclusive, fixed term, non-sublicenseable licence, to Operate the Software in accordance with the terms of this EULA. This EULA is valid until the defined Expiry Date upon which date it terminates.

(b) For Licensees defined in the Licence Certificate to be of type 'Academic Institutions' the following applies:
- (i) The Software suite may be used for pure, academic, Research Usage, free of charge and on the sole condition that in any publications the use and origin of the Software should be acknowledged.
- (ii) The Software may not be used for any form of commercial activity.
- (iii) Support by CFS for the Software is only available at the discretion of CFS.
- (iv) Either party may terminate this EULA by providing the other party with a minimum of ninety (90) days notice in writing. However, notwithstanding the foregoing sentence, should this agreement be terminated by either party, the Licencee shall be granted an additional six (6) month extension of the rights granted herein in order to wrap up or otherwise finish existing projects or work.

(c) For Licensees defined in the Licence Certificate to be of type "Consultancy" the following applies:
- (i) All clients offered services that employ the Software must be made aware of CFS ownership.
- (ii) CFS is entitled to a revenue share of all external contracts and consultancy performed by the Licensee as defined by the Obligations given on the Licence Certificate.
- (iii) Either party may terminate this EULA by providing the other party with a minimum of ninety (90) days notice in writing. However, notwithstanding the foregoing sentence, should this agreement be terminated by either party, the Licencee shall be granted an additional six (6) month extension of the rights granted herein in order to wrap up or otherwise finish existing projects or work.

(d) For Licensees defined in the Licence Certificate to be of type " Industrial Organisation" the following applies:
- (i) The Licensee may only Operate the Software for use with designs to which the Organisation has ownership or leasing rights.

(e) The Licensee is permitted to install and Operate the Software on their Computers while noting restrictions that apply to different portions of the Software:
- (i) Executables may be installed on as many Computers as required, as long as those Executables are not Operated or accessible by any person other than the Licensee or other named Licensees possessing a valid Licence Certificate for the same CFS Software within the same Organisation. These additional Computers may be used to Operate the Executables or to install the Executables on your other Computers over an internal network.
- (ii) All other portions of the Software including Application Source Code and Documentation, may be installed on a maximum of two (2) designated Computers to which the Licensee has sole access.

(f) Some Software operations may require or permit multiple instances of the Software to Operate simultaneously (through the use of a multi-core processors, or processors available on other machines on a network, or a combination of both aspects) The total number of processes created by Software Executables which may Operate simultaneously must not exceed the defined: Maximum Number of Processes.

(g) Subject to the terms and conditions of this Agreement, in the event the Software is distributed along with other CFS Software products as part of a suite of products (collectively, a "Suite"), the licence for the Suite is granted as that of a single product. To Operate a component of the Suite constitutes the Operation of the Suite.

(h) You may make unlimited copies of the Software in machine-readable form for backup or installation purposes. No other reasons are permitted for making copies of the Software. You must reproduce on any such copy all copyright notices and any other proprietary legends on the original copy of the Software. You may not sell any copy of the Software made. All copies must be kept securely and accessible only by the Licensee.

(i) You agree that CFS may audit your use of the Software for compliance with these terms at any time, upon reasonable notice. In the event that such audit reveals any use of the Software by you other than in full compliance with the terms of this Agreement, you shall reimburse CFS for all reasonable expenses related to such audit in addition to any other liabilities you may incur as a result of such non-compliance.

(j) Unless otherwise set forth in the documentation relating to such code and/or the Software or in a separate agreement between you and CFS, you may modify Application Source Code for the purposes of customising Software to your specific requirements and developing specialist applications. You may not include the Application Source Code in any product or application designed to be used by, or licensed to any 3rd party without written authorisation from CFS. FOR LICENSEES DEFINED IN THE LICENCE CERTIFICATE TO BE OF TYPE "ACADEMIC INSTITUTIONS" OR "CONSULTANCY", ALL CHANGES TO APPLICATION SOURCE CODE MUST BE RETURNED TO CFS BY THE GIVEN UPDATE MECHANISM DEFINED ABOVE. Changes to the Software supplied to CFS may give rise to Entitlement depending on the type of change made. Changes to Application Source Code are classified as one of three types:

- (i) 'Adaption' is the modification of the Application Source Code in order to adapt the Software for a specific boundary conditions, geometry or mesh. Software Adaption does not create or assign Intellectual Property Rights ("IPR") to any party.

-(ii) 'Maintenance' is the removal of bugs or defects in the Application Source Code that lead to flow anomalies or run failure. Modest efficiency improvements are also deemed Maintenance. Any corrections to the source code to prepare it for unusual applications (while still delivering the same functionality as before) are deemed to be Adapation of the Software. IPR relating to the improved Application Source Code continues to belong to CFS in its entirety. The Licensee may be rewarded for any Maintenance through an Entitlement. It is at the discretion of CFS as to whether a change constitutes an improvement. Maintenance changes need to be documented or they will be classified as Adaption thereby losing the Licensee any possible Entitlement.

-(iii) 'Contribution' - means the creation of new functionality or novel techniques. Planned Contributions by the Licensee should be discussed with and work authorised by CFS prior to the development, otherwise the work shall be considered Maintenance in its entirety. When authorising the work, CFS shall at that time agree to reward the Licensee with a specific Entitlement that shall come into effect upon successful completion of the work. It is at the discretion of CFS as to whether a change constitutes a Contribution.

(k) You may not include any portion of the Software, including Executables generated by the Licensee from the Software, in any product or application designed to be licensed to any 3rd party without written authorisation from CFS.

(l) The Licensee must retain, in any derivative works that the Licensee may add to, revise, or create, all copyright, patent or trademark notices of the Software, as well as any notices of licensing and any descriptive text identified therein as an "Attribution Notice." The Licensee must cause the Application Source Code for any derivative works that the Licensee may add to, revise, or create to carry a prominent Attribution Notice reasonably calculated to inform recipients that the Licensee has modified the CFD Software.

(m) Your licence rights under this EULA are non-exclusive.

3. LICENCE RESTRICTIONS

(a) Except where otherwise permitted in this agreement, only the named Licensee may Operate the Software.

(b) Except as and only to the extent expressly permitted in this Licence or by applicable law, you may not copy, decompile, reverse engineer, disassemble, modify, or create derivative works of the CFS Software.

(c) Unless otherwise provided herein, you may not rent, lease, distribute or sublicense the Software except by written permission of CFS.

(d) You may not transfer the rights granted to you under this EULA to a 3rd party (including parent companies, subsidiaries, or through changes to Organisational Restrictions) except by written permission of CFS.

(e) Unless otherwise provided herein, you may not modify the Software or create derivative works based upon the Software.

(f) You may not allow the total number of processes created by Software Executables that Operate simultaneously to exceed the defined: Maximum Number of Processes.

(g) Nothing in this Licence shall be deemed to grant any rights to trademarks, copyrights, patents, trade secrets or any other intellectual property of CFS except as expressly stated herein. No right is granted to the trademarks or copyrights of CFS even if such marks are included in the Software. Nothing in this Licence shall be interpreted to prohibit CFS from licensing under different terms from this Licence any Software that CFS otherwise would have a right to licence.

4. WARRANTY

(a) Subject to the existence of a CFS valid Support Agreement between the Licensee and CFS (or one of its licensors), CFS warrants that, for duration of such a Support Agreement: (i) when used with a recommended hardware configuration, the Software will perform in substantial conformance with the documentation supplied with the Software; and (ii) the physical media on which the Software is furnished will be free from defects in materials and workmanship under normal use.

(b) EXCEPT AS SET FORTH IN THE FOREGOING LIMITED WARRANTY, THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND AND CFS AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, OR OTHERWISE, INCLUDING THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CFS DOES NOT WARRANT THAT THE SOFTWARE IS ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION. THE SOFTWARE IS NOT DESIGNED, INTENDED OR LICENSED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE CONTROLS, INCLUDING WITHOUT LIMITATION, THE DESIGN, CONSTRUCTION, MAINTENANCE OR OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, AND LIFE SUPPORT OR WEAPONS SYSTEMS. CFS SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR SUCH PURPOSES.

(c) NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CFS, ITS DEALERS, DISTRIBUTORS, AGENTS OR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY PROVIDED HEREIN.

(d) THE LIMITATIONS OR EXCLUSIONS OF WARRANTIES, REMEDIES OR LIABILITY CONTAINED IN THIS EULA SHALL APPLY TO YOU ONLY TO THE EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE JURISDICTION WHERE YOU ARE LOCATED.

(e) CFS warrants that all reasonable care has been taken to ensure that the Software does not infringe any intellectual rights of any third party.

5. LIABILITY

TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL CFS BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE CFS SOFTWARE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF CFS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT SHALL CFS'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE AMOUNT OF ONE HUNDRED POUNDS STERLING (£100.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING LIMITATIONS ON LIABILITY ARE INTENDED TO APPLY TO THE WARRANTIES AND DISCLAIMERS ABOVE AND ALL OTHER ASPECTS OF THIS EULA.

6. BASIS OF BARGAIN

The Limited Warranty and Disclaimer and Limited Liability set forth above are fundamental elements of the basis of the agreement between CFS and You. CFS would not be able to provide the Software on an economic basis without such limitations.

7. THIRD PARTY LIBRARIES

The Software may provide links to third party libraries or code (each, "Third Party Libraries") to implement various functions. Third Party Libraries do not comprise part of the Software. In some cases, access to Third Party Libraries may be included along with the Software delivery as a convenience for development and testing only. You acknowledge:

- (a) That some Third Party Libraries may require additional licensing of copyright and patents from the owners of such. These additional terms and conditions are located at http://www.cambridgeflowsolutions.com/legal/3rd_party_software_libraries/. and are made a part of and incorporated by reference into this EULA. By accepting this EULA, you are also accepting the additional terms and conditions, if any, set forth therein.

- (b) that distribution of any of the Software, where permitted by this agreement, referencing any portion of a Third Party Library, may require appropriate licensing from such third parties.

8. TERMINATION

This agreement terminates on the given Expiry Date. Your rights under this agreement will terminate automatically without notice from CFS if you fail to comply with any term(s) of this agreement. Upon the termination of this Licence, you shall cease all use of the Software and return all copies of the Software (including all component parts, the media and printed materials, any upgrades, all platforms, this EULA, the Licence Cerficate, Executables (both supplied by CFS and created by the Licensee from the Software), and if applicable, all other Software products provided together with the Software),


9. RELATIONSHIP OF THE PARTIES / NO AGENCY

Nothing in this Agreement shall be deemed or construed to create any fiduciary or special relationship between the Parties. This Agreement shall not be deemed or construed to create any sort or kind of partnership or joint venture relationship between the Parties. Neither party may assume or create any obligation or responsibility, express or implied, on behalf of or in the name of the other party. In fulfilling its obligations pursuant to this Agreement, each party shall be acting as an independent contractor.

10. CONFIDENTIALITY

The Software suite includes Application Source Code and it is central to this EULA that this should not be released, in whole or in part, to any third party, either inside or outside the Licensee's place of work, without CFS' written permission. All reasonable care must be taken to safeguard the security of the Application Source Code and other trade secrets of CFS that are identified by written notice and embodied in the Software. This must be effected by installing the Software solely on designated Computers as granted within this Licence and allowing use only by the named Licensee except where otherwise permitted within this EULA. Not withstanding the sentence foregoing, all "Reasonable care" shall mean that care which you normally use to protect your own Software and proprietary information. Additional Licensees may be added to an Organisation through the issue of additional Licence Certificates by submitting a request to CFS. Obligations under this Paragraph will not apply to any portions of the Software which were or become party of the public domain, which are previously known to you or which were independently developed by you.

11. GENERAL

This Agreement and all transactions under it shall be governed by the laws of the United Kingdom

This EULA contains the complete agreement between the parties with respect to the subject of how you, the Licensee, may Operate the Software, and supersedes all prior or contemporaneous agreements or understandings on this subject, whether oral or written. You agree that any varying or additional terms contained in any purchase order or other written notification or document issued by you in relation to the Software licensed hereunder shall be of no effect. The failure or delay of CFS to exercise any of its rights under this EULA or upon any breach of this EULA shall not be deemed a waiver of those rights or of the breach. CFS reserves all rights not specifically granted in this Agreement.

No CFS dealer, agent or employee is authorised to make any amendment to this EULA unless such amendment is in writing and signed by a duly authorised representative of CFS.

If any provision of this EULA shall be held by a court of competent jurisdiction to be contrary to law, that provision will be enforced to the maximum extent permissible and the remaining provisions of this EULA will remain in full force and effect.

All questions concerning this EULA shall be directed to: Cambridge Flow Solutions Ltd, Compass House, Vision Park, Histon, Cambridge, CB4 9AD, United Kingdom, Attention: Licensing Agreements.

CFS and other trademarks contained in the Software are trademarks or registered trademarks of Cambridge Flow Solutions Ltd in the United Kingdom and/or other countries. Third party trademarks, trade names, product names and logos may be the trademarks or registered trademarks of their respective owners. You may not remove or alter any trademark, trade names, product names, logo, copyright or other proprietary notices, legends, symbols or labels in the Software. This EULA does not authorise you to use CFS's or its licensors' names or any of their respective trademarks.