End-User License Agreement (EULA) of VeloxSim Rigids 1. Introduction 1.1. This End-User License Agreement ("EULA") is a legal agreement between you and VeloxSim Tech Pty Ltd ACN 645 525 113 (“VeloxSim” or “Licensor”). 1.2. This EULA governs your use of our VeloxSim Rigids software (which is a numerical analysis rapid prototyping virtual simulation tool) ("Software"), either received directly from VeloxSim or indirectly through a VeloxSim authorised reseller or distributor. 1.3. Please read this EULA carefully before completing the installation process and using the Software. It provides a license to use the Software and contains warranty information and liability disclaimers. 1.4. If you register for a free trial of the Software, this EULA will also govern that trial. By clicking "accept" or installing and/or using the Software, you confirm your acceptance of the Software as is, and agree to be bound by the terms of this EULA. 1.5. If you are entering into this EULA on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind such entity and its related bodies corporate to the terms and conditions set out in this EULA. 1.6. This EULA agreement shall apply only to the Software supplied by the Licensor herewith regardless of whether other software is referred to or described herein. The terms of this EULA also apply to any Licensor’s updates, supplements, internet-based services, support services, and all ancillary items for the Software, unless other terms accompany those items on delivery, and if so, those terms will apply to that extent. 2. License Grant 2.1. The Licensor hereby grants you a personal, non-transferable, non-exclusive licence (without the right to sub-licence) to use the Software on your devices (which must comply with clause 2.2) in accordance with the terms of this EULA. 2.2. You may load the Software only to devices (for example a PC, laptop, mobile or tablet) which are directly under your control. You are responsible for ensuring your device(s) meets the minimum requirements of the Software. 2.3. You must not, and you must not procure or allow any other third party to: (a) edit, alter, modify, adapt, translate or otherwise change the whole or any part of the Software nor permit the whole or any part of the Software to be combined with or become incorporated in any other software, nor decompile, disassemble or reverse engineer the Software or attempt to do any such things; (b) reproduce, copy, distribute, resell or otherwise use the Software for any purpose; (c) assign, sublease, dispose or allow any third party to use the Software on behalf of or for the benefit of any third party; (d) use the Software in any way which breaches any applicable local, national or international law; (e) reverse-engineer, reverse-assemble, or decompile the Software in whole or in part to restore or extract the source code or underlying ideas or algorithms of the Software by any means; or (f) use the Software for any purpose that is in breach of this EULA. 3. Payment 3.1. In consideration for your use of the Software, you agree to promptly pay the prevailing monthly or annual (as applicable) subscription fee (which may change from time to time) in advance to the Licensor in the manner in which the Licensor reasonably directs. 3.2. Clause 3.1 will not apply during the time in which you are using a free trial of the Software, but only until that free trial expires or is otherwise terminated. 4. Intellectual Property and Ownership 4.1. You acknowledge that the intellectual property rights associated with the Software (“Software IP”) is considered by the Licensor to be proprietary and the Licensor will retain all intellectual property rights in all Software IP, including any adaptations of, modifications or enhancements to, and works derived from, the Software IP. 4.2. The Licensor shall at all times retain ownership of the Software as originally downloaded by you and all subsequent downloads of the Software by you. This EULA does not confer, and you will not obtain any rights to ownership or any other similar rights in respect of, any Software IP and you agree (and agree to ensure that third parties do not) not to challenge, impair or otherwise do anything that might damage or adversely impact the Software IP. 4.3. You agree that you may only use the Software IP in accordance with your use of the Software under this EULA and you must comply with the reasonably requirements of the Licensor with regard to its Software IP as notified to you from time to time. 4.4. You must not, together, separately or in conjunction with any other person: (a) apply for a patent, design, trademark or other registration in respect of the Software IP, whether in Australia or any other country; (b) challenge or oppose, or assist a person to challenge or oppose, any registration of the Software IP, whether in Australia or any other country; (c) challenge or impugn the validity of, or assist any other person in challenging or impugning the validity of, the Licensor’s rights in the Software IP; or (d) take any other action to invalidate, put in disrepute or impair in any way, the Licensor’s interest or use or exploitation of the Software IP, whether in Australia or any other country. 4.5. You must use every effort to safeguard the Software IP (and the Licensor’s rights in it) including by immediately notifying the Licensor of any improper or wrongful use of the Software IP which comes to your notice. 4.6. The Licensor is not prohibited from, and reserves the right to, grant licences to use the Software to any third parties. 4.7. Nvidia and Nvidia Flex are trademarks owned by Nvidia Inc. Nvidia Flex licence information can found at the following URL: https://github.com/NVIDIAGameWorks/FleX 5. Limitation of Liability 5.1. To the maximum extent permitted by law, the Licensor (and each of its representatives) will not be liable (whether in contract, tort (including negligence) or otherwise) under any circumstances for any loss or damage of any kind arising out of or related to the Software or your use thereof (including any direct or indirect special, punitive, consequential, exemplary or incidental damages or losses). 5.2. You agree to indemnify, hold harmless and release the Licensor and each of its directors, employees, agents and representatives, jointly and severally, against any and all claims, liability, injury, loss or damage suffered or incurred by you or any third party, arising from or connection in any way to: (a) your breach or non-observance of the terms of this EULA; and/or (b) the Software or your use of it, except to the extent caused by our negligence or wilful misconduct. 5.3. In the event that any liability cannot be excluded under clause 5.1 (including under the Australian Consumer Law established under the Competition and Consumer Act 2010 (Cth)), or those limitations are held to be unenforceable for any reason, you agree that, to the fullest extent permitted by law, the maximum aggregate of the Licensor’s liability to you (or any third party) will not exceed the amount actually paid for the Software in subscription fees by you to the Licensor (to a maximum of 6 months). 6. Termination 6.1. This EULA is effective from the date you first click “accept”, or you install or use the Software and shall continue until the license is terminated in accordance with this clause 6. 6.2. You may terminate this EULA at any time upon written notice to the Licensor. However, if such termination occurs during a monthly subscription period (if you are on a monthly subscription arrangement), your subscription will terminate at the commencement of the next subscription month. 6.3. VeloxSim can terminate this EULA by written notice to you if you fail to comply with any term of this EULA. 6.4. Upon termination of this EULA: (a) any licences granted under this EULA will immediately terminate; (b) the parties are released from its obligations under this EULA, except those which are expressed to survive; (c) you must immediately stop using and accessing the Software and will use best endeavours to follow the reasonable directions of the Licensor regarding the deletion of the Software from all devices which you installed the Software on; and (d) each party retains the rights it has against the other in respect of any breach of this EULA occurring before termination. 7. Warranty 7.1. You acknowledge and agree that the Software is provided to you on an “as is” basis. 7.2. You acknowledge and agree that the Software is a numerical analysis rapid prototyping virtual tool intended to assist end users in development and design processes and which requires considerable skill and judgement for its correct use and for the interpretation of the computed results. The Software is not intended to be a substitute for a rigorous and comprehensive prototype or other testing by you of products prior to their production and/or sale. 7.3. Other than as contained in this EULA, and to the extent permitted by law, all express or implied warranties, terms and representations in respect of the Software of any kind are excluded. 7.4. You acknowledge that the Licensor does not represent or guarantee that: (a) the Software will be free from defects; (b) the operation of the Software will be uninterrupted or error free; or (c) the Software or any associated data will be free from loss, corruption, attack, viruses, interference, hacking or other security intrusion. 8. General 8.1. Nothing in this EULA constitutes a relationship of employer and employee, principal and agent or partnership between the parties. 8.2. Any part of this EULA which is unenforceable may be severed from this EULA and the remaining provisions of this EULA will continue in full force and effect. 8.3. Any indemnity, reimbursement or similar obligation in this EULA: (a) is a continuing obligation despite the satisfaction of any payment or other obligation in connection with this EULA, any settlement or any other thing; (b) is independent of any other obligations under this EULA; and (c) continues after this EULA, or any obligation arising under it, ends. It is not necessary for a party to incur expense or make payment before enforcing a right of indemnity in connection with this EULA. 8.4. This EULA constitutes the entire agreement between the parties in connection with its subject matter and supersedes all previous agreements or understandings between the parties in connection with its subject matter. 8.5. All provisions of this EULA which, by their nature, are intended to survive termination or expiry, shall survive termination or expiry. 8.6. This EULA, and any dispute arising out of or in connection with this EULA, shall be governed by and construed in accordance with the laws of Western Australia and the parties unconditionally and irrevocably submit to the exclusive jurisdiction of the courts located in Western Australia to adjudicate any disputes arising out of or in connection with this EULA. Nvidia Flex is licenced under Nvidia Gameworks Licence. Nvidia Flex is a trademark of Nvidia Inc.