End User License Agreement

This End User License Agreement (“EULA”) is an agreement between you and Enginuity Labs Inc., a Delaware corporation (“Enginuity Labs,” “we,” “us,” or “our”). It governs the Enginuity Design Studio software that we make available for you to install, including:

• ·The desktop application and its local bridge and background processes
• ·Add-ins, plug-ins, and connectors for third-party engineering applications, such as SolidWorks, CATIA and the 3DEXPERIENCE platform, and Autodesk Fusion
• ·The bundled runtime, including the geometry kernel and simulation tools
• ·Updates, patches, and fixes to any of the above, and the related documentation

Together, these are the “Software.”

The Software is used together with our online service, which is governed by our Terms of Service (“Terms”). Terms that are defined in the Terms have the same meaning here. If this EULA and the Terms conflict about the Software, this EULA controls.

You accept this EULA by clicking to agree, or by installing, signing in to, or using the Software. If you do not agree, do not install or use the Software. If you accept on behalf of an organization, you represent that you have authority to bind it.

Subject to your compliance with this EULA and the Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license, for as long as you have an active account with the Service, to:

• ·Install the Software on computers that you own or control
• ·Use the Software, in connection with your account, for your own internal business or personal purposes

If you use the Software on behalf of an organization, the organization may allow its employees and contractors to use the Software on its behalf, and it is responsible for their compliance with this EULA. The Software is licensed, not sold. We and our licensors reserve all rights not expressly granted to you.

Except as expressly permitted by this EULA, by the license of an open-source component (Section 4), or by applicable law notwithstanding this limitation, you will not, and will not allow anyone else to:

• ·Copy the Software, except as needed to install and use it as permitted, and to make a reasonable number of backup copies
• ·Modify, translate, adapt, or create derivative works of the Software
• ·Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, models, prompts, or system instructions of the Software
• ·Rent, lease, lend, sell, sublicense, distribute, or otherwise transfer the Software, or use it to provide services to third parties on a hosted, time-sharing, or service-bureau basis
• ·Remove, alter, or obscure any proprietary notice, label, or license notice in the Software
• ·Circumvent or disable any license check, sign-in, invitation gate, usage limit, or other technical protection in the Software
• ·Use the Software, or information about how it works, to develop a product or service that competes with it
• ·Publish the results of benchmark or performance tests of the Software without our prior written consent
• ·Use the Software in violation of the Terms, including the acceptable use rules in Section 4 of the Terms, or in breach of the license terms of any third-party application

The Software includes components that are licensed by third parties, including open-source software. These components, their licenses, and the required notices are listed in the THIRD_PARTY_NOTICES file that is included with the Software.

• ·Each such component is licensed to you under its own license, not under this EULA. Where that license conflicts with this EULA, that license controls for that component
• ·Nothing in this EULA limits the rights you have under an open-source license, or imposes restrictions on a component that its license prohibits
• ·Where a component is licensed under the GNU Lesser General Public License, you may modify that component and relink the Software with your modified version, and you may reverse engineer the Software to the extent necessary to debug those modifications
• ·Where a component’s license entitles you to its source code, including the GNU General Public License and the GNU Lesser General Public License, you may request the source code, together with any modifications we have made, from opensource@enginuitylabs.org. This offer is valid for three years from the date we distributed the component to you

Some bundled tools are separate programs that the Software runs on your computer: the CalculiX solver, and the eds-gmsh-child program, which uses the Gmsh meshing library. They are distributed under their own licenses, including the GNU General Public License, and are not licensed to you under this EULA.

• ·The Software connects to and automates third-party engineering applications that you have installed or subscribe to. You must obtain and maintain your own valid licenses for those applications. The Software does not include any license to them
• ·Some parts of the Software, such as add-ins, are installed into those applications and run inside them
• ·You are responsible for ensuring that your use of the Software with those applications, including automating them, is permitted by your license agreements with their vendors
• ·Vendors may change their applications in ways that affect or break the Software. We do not guarantee compatibility with any particular application or version
• ·SolidWorks, CATIA, and 3DEXPERIENCE are trademarks of Dassault Systèmes or its subsidiaries. Autodesk and Fusion are trademarks of Autodesk, Inc. Onshape is a trademark of PTC Inc. Enginuity Labs is not affiliated with, sponsored by, or endorsed by any of these companies

To do what you ask, the Software acts on your computer. By installing and using it, you authorize it to:

• ·Run a local bridge process that maintains a secure connection to our servers
• ·Receive instructions, code, and scripts generated by the Service, and execute them on your computer and inside connected engineering applications
• ·Read the state of your open models and documents, including features, geometry, and parameters, and capture images of the model views in those applications, and send this information to our servers to generate responses
• ·Create, read, modify, and delete files in the workspace folders you choose, and open, modify, and save models and drawings in connected applications
• ·Launch bundled meshing and simulation tools as separate programs
• ·Use your microphone, only when you turn on voice features, and stream your voice to our voice provider for real-time processing

• ·The Software checks for updates automatically, and offers to install them when they are available. Checking for updates sends basic technical information, such as your IP address and the current version, to the service that hosts our releases
• ·We may require you to install an update to continue using the Software or the Service, for example to fix a security issue or to stay compatible with the Service
• ·Updates are part of the Software and are governed by this EULA, unless they come with separate terms
• ·We are not obligated to provide updates, support, or maintenance, or to continue supporting any version of the Software

The information that the Software sends to us, and how we use it, is described in our Privacy Policy. Credentials for the third-party platforms you connect, such as Onshape access tokens and add-in pairing keys, are stored by the Software on your device. Local logs remain on your device unless you choose to send them to us.

The Software does not currently send crash reports or usage telemetry to us. If we add them, we will describe them in the Privacy Policy and provide the controls that applicable law requires.

Enginuity Labs and its licensors own all rights, title, and interest in the Software, including all intellectual property rights in it. Your Content and your Output are addressed in Sections 8 and 9 of the Terms. Feedback about the Software is governed by Section 10 of the Terms.

• ·This EULA begins when you accept it, and continues until it is terminated
• ·It terminates automatically if your account with the Service ends, or if you breach it. We may also terminate it as described in Section 13 of the Terms
• ·You may terminate it at any time by uninstalling the Software and deleting all copies
• ·When it terminates, your license ends and you must uninstall the Software and delete all copies. Sections 3, 4, 9, and 10 through 16 survive termination

The Software is subject to U.S. export control and sanctions laws, including the Export Administration Regulations, and may be subject to the export and import laws of other countries. You will not download, export, re-export, or transfer the Software:

• ·To any country or region subject to comprehensive U.S. sanctions
• ·To anyone on a U.S. or other applicable restricted-party list
• ·For any end use that is prohibited by those laws, including the design, development, or production of nuclear, chemical, or biological weapons, or of missiles or other delivery systems for them

Section 5 of the Terms also applies to the Software.

Some jurisdictions do not allow the exclusion of certain warranties, so some of these exclusions may not apply to you.

The limitations of liability in Section 15 of the Terms apply to the Software and to this EULA as if they were set out here in full, including the cap on our total liability. For clarity, and to the maximum extent permitted by law, those limitations cover loss or corruption of data, files, or models caused by operations the Software performs.

The Software is “commercial computer software” and its documentation is “commercial computer software documentation,” as those terms are used in 48 C.F.R. § 2.101, 48 C.F.R. § 12.212, and 48 C.F.R. § 227.7202. U.S. Government end users acquire the Software with only the rights set out in this EULA, consistent with 48 C.F.R. § 12.212 and 48 C.F.R. §§ 227.7202-1 through 227.7202-4.

This EULA is governed by the laws of the State of Delaware, USA, without regard to conflict-of-law rules. Any dispute arising out of or relating to this EULA or the Software will be resolved as set out in Section 17 of the Terms, including binding individual arbitration, the class action waiver, and your right to opt out.

Section 19 of the Terms applies to this EULA, with references to “these Terms” read as references to this EULA. You may not assign or transfer this EULA or the Software without our prior written consent. We may revise this EULA as described in Section 18 of the Terms.

For questions about this EULA, contact us: