Last updated: Feb 24th, 2023
By clicking accept and submitting an Order, Licensee accepts these OnScale Solve Terms and Conditions of Use (the “Terms”). These Terms are between Licensee and ANSYS, Inc. with offices at 2600 Ansys Drive, Canonsburg, PA 15317 and its affiliates (hereinafter “Ansys”).
1.Definitions
A. “Affiliate” of a company means any person or other entity directly or indirectly controlling, controlled by, or under common control of such company. A joint venture shall not be considered an Affiliate of either party.
B. “Application(s)” means the hosted software product(s) and/or tools that are set forth on the Order, and/or that are made available to Licensee via the Services, including, without limitation, all corrections, updates, modifications, releases, versions, and enhancements to such software and/or tools that may be generally made available to all Ansys customers without additional charge. Certain Application(s) may require the use of a relational database management system and/or a cross-platform document-oriented database program (collectively referred to as a “Database Program(s)”). Database Program(s) are not included with the Application(s).
C. “Channel Partner” means an unaffiliated business entity that is authorized by Ansys to resell access to the Service.
D. “Contract User” means an individual or entity, not an employee of Licensee or its Affiliates, who is engaged to perform Licensee’s or if Affiliates’ internal data processing services.
E. “Data” means Program Data or Licensee Data.
F. “Database” means an organized collection of Data that enables Licensee to easily access the Data.
G. “Documentation” means Ansys’ on-line guides and manuals (as may be updated by Ansys from time to time) published by Ansys and made available by Ansys in connection with the Services. Documentation may include minimum hardware, software and internet connection requirements for use of the Services (as may be updated by Ansys from time to time).
H. “Effective Date” means the date specified in the Order as the start date for the Services.
I. “Fees” means the fees paid or payable for the Services as specified in the Order.
J. “Licensee” means the person or entity entering into these Terms through its authorized representative.
K. “Licensee Content” means all content, data, or information submitted by Licensee to be uploaded to the Application(s) while using the Services.
L. “Licensee Data” means information relating to simulation results, inputs, outputs or other information that may be created or inputted by Licensee and that is available to users of the Application(s).
M. “Named User” means with respect to corporate entities, an employee, Contract User, or Affiliate, who has been authorized by Licensee to access the Services and who is identifiable as a unique user by his or her e-mail address.
N. “Order ” the selected Service to purchase use of via the electronic shopping cart made available to Licensee by Ansys or a Channel Partner or other manner as designated by Ansys or a Channel Partner, when applicable.
O. “Personal Data” means any information relating to an identified or identifiable natural person that is processed in the provision of the Application(s).
P. “Program Data” means information relating to materials (i.e. matter from which a thing is composed or can be made) that belongs to Ansys, its Affiliates or suppliers that Ansys makes available to users of the Application(s).
Q. “Services” means the Application(s) and other hosted computing services specified in Licensee’s applicable Order that are made available to Licensee via a: (i) pay-as-you go, (ii) Named User, or (iii) subscription basis, as more particularly identified in the Order.
R. “Site” means a website made available by Ansys or its affiliates for purposes of providing the Service.
S. “Support” means the services described in Section 13 below, which may be provided to Licensee.
2. Order Process
General. Licensee can access the Services by submitting an Order and paying the applicable Fees to Ansys or a Channel Partner, as applicable. If Licensee’s Order is not accepted for any reason, Licensee will receive notice from Ansys or the Channel Partner, if applicable. Licensee must have an appropriate user identification to gain access to the Site. Once Licensee’s account is established and the Order is accepted, Licensee will receive a confirmation email. The Service may not be available: (i) in certain regions, and (ii) to Licensee if such availability would violate any applicable laws. In the event that the Service is not available to Licensee, Licensee’s Order will not be accepted. Ansys reserves the right to terminate Licensee’s access to the Applications in the event such access would violate applicable laws or regulations. If Licensee wishes to purchase any product or service made available through the Service (“Purchase”), Licensee may be asked to supply certain information relevant to Licensee’s Purchase including, without limitation, Licensee credit card number, the expiration date of such credit card, Licensee billing address, and shipping information. Licensee represents and warrants that: (i) Licensee has the legal right to use any credit card(s) or other payment method(s) in connection with any Purchase; and that (ii) the information supplied to Ansys or a Channel Partner is true, correct and complete. Subscription. For Services Ordered on a subscription basis (a “Subscription”), Licensee will be billed in advance on a recurring and periodic basis (“Billing Cycle”). Billing cycles are set either on a monthly or annual basis, depending on the type of Subscription Licensee selects when purchasing a Subscription to the Services. At the end of each Billing Cycle, Licensee’s Subscription will automatically renew under the exact same conditions unless Licensee cancels it at any time prior to the renewal or Ansys cancels it. Upon renewal, service levels (e.g. number of core-hours or support-hours) are reset per the terms of the Subscription – core-hours, support-hours, and other service items do not “roll-over” to the next Billing Cycle. Licensee may cancel Licensee’s Subscription renewal either through Licensee’s online account management page or by contacting the Ansys customer support team. A valid payment method, including credit card, is required to process the payment for Licensee’s Subscription. Licensee shall provide Ansys with accurate and complete billing information including full name, address, state, zip code, telephone number, and a valid payment method information. By submitting such payment information, Licensee automatically authorizes Ansys to charge all Subscription Fees incurred through Licensee’s account to any such payment instruments. Should automatic billing fail to occur for any reason, Ansys will issue an electronic invoice indicating that Licensee must proceed manually, with a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice. Free Trial. Ansys may, at its sole discretion, offer a Subscription with a free trial for a limited period of time (“Free Trial”). The Free Trial is only for the evaluation of the Services and cannot be used for any commercial activity. At any time, Ansys reserves the right to (i) modify the terms and conditions of the Free Trial offer, or (ii) cancel such Free Trial offer. Fee Changes. Ansys, in its sole discretion and at any time, may modify the Subscription Fees for any of the Subscriptions. Any Subscription Fee change will become effective at the end of the then-current Billing Cycle. Ansys will provide Licensee with a reasonable prior notice of any change in Subscription Fees to give Licensee an opportunity to terminate Licensee’s Subscription before such change becomes effective. Licensee’s continued use of the Service after the Subscription fee change comes into effect constitutes Licensee’s agreement to pay the modified Subscription Fee amount.
3. Use of the Services
Subject to these Terms and Licensee’s payment of applicable Fees, Ansys hereby grants to Licensee a non-sublicensable, non-exclusive and nontransferable right to: (i) access and use the Services in accordance with these Terms, and (ii) access the Documentation provided by Ansys. Licensee agrees that Licensee’s purchase of access to the Services is neither contingent upon the delivery of any future functionality or features nor dependent upon any oral or written public comments made by Ansys with respect to future functionality or features. The Services may only be accessed and used by Licensee unless otherwise designated in the Order. Named Users may reasonably be changed by Licensee during the term identified on the Order for a Service provided that such change does not result in Licensee exceeding the authorized number of Named Users specified in Licensee’s applicable Order. Licensee may only access the Application(s) and Service for Licensee’s own internal business purposes and Licensee may not make all or any part of any Applications or Services available to any third person. Licensee may not use the Services or Application(s): (a) to compare the performance, features or other components of the Services or Application(s) to other services or software programs or otherwise engage in benchmarking activities; (b) for any application where a failure of the Service could result in death, serious injury, environmental damage or property damage. Examples of prohibited uses include medial support devices, water treatment facilities, nuclear facilities, weapons systems, chemical facilities, mass transportation, aviation and flammable environments. Licensee acknowledges that Ansys makes no assurances that the Services are suitable for any high-risk use. Access to the Site and the Services is only available via an internet connection. Licensee will not permit the use of the Services by persons other than Licensee, its Affiliates, Contract Users, and Named Users, as applicable. Licensee is responsible for use of the Services by its Affiliates, Contract Users and Named Users and for ensuring that Licensee’s Affiliates, Contract Users, and Named Users both use the Services only to perform internal data processing services for Licensee and its Affiliates and that such Affiliates, Contract Users, and Named Users, as applicable, agree to comply with these Terms. Notwithstanding anything herein to the contrary, Licensee is prohibited from submitting to the Application any (i) any Personal Data revealing racial or ethnic origin or genetic data, biometric data, or other Personal Data subject to specialized security regimes, including without limitation the standards promulgated by the PCI Security Standards Council, (ii) any information, or documents or technical data that are U.S. Government Classified, Controlled Unclassified Information, International Traffic in Arms Regulators (ITAR) or Export Administration Regulators (EAR) controlled or otherwise have been determined by the United States Government or by a foreign government to require protection against unauthorized disclosure for reasons of national security, or (iii) any individually identifiable health information including demographic data, medical history, test results, or other information used to identify an individual or provide healthcare services, healthcare coverage, and related payment services (“Health Data”), or any other medical, demographic, visual, or descriptive Personal Data that is subject to the Health Insurance Portability & Accountability Act of 1996 (“HIPAA”) or other laws that regulate the processing of Health Data. Licensee acknowledges and agrees that Ansys is not a Covered Entity or Business Associate (each as defined by the HIPAA).
4. Third Party Hosted Components
Certain Services (or components thereof) and all Licensee Content that is stored in the database account included as part of same, may (at Ansys’ option) be hosted in third party data centers (“TP Hosted Components”). Licensee agrees that solely with regard to the TP Hosted Components, the privacy and security controls and procedures implemented by Ansys shall be superseded by the privacy and security controls and procedures employed by the applicable third party provider(s). Certain information required for use of certain Services, including, but not limited to, user log-in information (e.g. User IDs and passwords) may (at Ansys’ option) be stored by and utilize third party login or directory services (“Directory Services”). Licensee agrees that solely with regard to such Directory Services, the privacy and security controls and procedures implemented by Ansys shall be superseded by the privacy and security controls and procedures employed by the applicable third party provider of such Directory Services.
5. Licensee Content
Solely to the extent that Ansys stores any of Licensee Content or user log-in information (“Application Data”), Ansys will (i) use commercially reasonable efforts to secure such Application Data; and (ii) not use such Application Data (except as more fully set forth below or as required to provide or support the Application). Solely to the extent that Ansys has access to Licensee log-in information, Ansys will (i) use industry standard security measures to maintain Ansys may access such Application Data as necessary to identify or resolve technical or security problems or respond to complaints about the Services.
6. Licensee Responsibilities
Licensee will not (and will not attempt to nor allow any Named Users, as applicable, or third party to or attempt to): (i) adapt, alter, amend, modify, reverse engineer, decompile, disassemble or decode the whole or any part of the Application(s) or translate the whole or any part of the Services or Application(s) into another language; (ii) license, sublicense, sell, resell, rent, lease, transfer, distribute, use the Application(s) or Services for commercial time‑sharing, or otherwise commercially exploit the Applications or Services; (iii) create derivative works based on the Applications or Services; (iv) frame or mirror any content forming part of the Applications or Services, other than on Licensee’s own intranets and for Licensee’s own internal business purposes; (v) access the Applications or Services in order to build a competitive product or service, or copy any ideas, features, functions or graphics of the Applications or Services; and (vi) remove any title, trademark, copyright and/or restricted rights notices or labels from the Services, Applications or Documentation. Licensee shall use the Services, Applications and Documentation for lawful purposes only. Licensee shall not: (a) upload or otherwise transmit through the Services or Applications any material which violates or infringes in any way upon the rights of others, which is unlawful, which encourages conduct that would constitute a criminal offense, gives rise to civil liability or otherwise violates any law; or (b) send or store viruses, worms, time bombs, trojan horses or other harmful or malicious code, files, scripts, agents or programs, or interfere with or disrupt the integrity or performance of the Services or the data contained therein, or attempt to gain unauthorized access to the Services or related systems or networks. Licensee is solely responsible for Licensee Content. Any conduct by Licensee that in Ansys’ sole discretion restricts or inhibits any other Ansys customer from using or enjoying the Services or Applications is expressly prohibited. Licensee will use reasonable efforts to prevent unauthorized access to, or use of, the Services and Applications and notify Ansys promptly of any such unauthorized access or use. Licensee is responsible for obtaining and maintaining all telephone, computer hardware and other equipment needed for access to and use of the Services and all charges related thereto. Licensee, and not Ansys, shall bear the risk of loss arising from any unauthorized or fraudulent usage of Services provided hereunder to Licensee. All of the restrictions in this Section 6 are for the benefit of Ansys, its subsidiaries, Affiliates and its third-party content providers and licensors and each shall have the right to assert and enforce such provisions directly or on its own behalf.
7. Export
Licensee acknowledges and agrees that the Application(s) and the Services are subject to U.S. laws and other applicable laws governing the export and/or re-export of Application(s) including, but not limited to, the Export Administration Regulations, regulations promulgating financial transaction restrictions administered by the Office of Foreign Asset Controls of the U.S. Department of the Treasury, the International Emergency Economic Powers Act, the United States Export Administration Act, the United States Trading with the Enemy Act, and all regulations, orders and licenses issued thereunder (collectively the “Export Laws”). Licensee warrants that Licensee is and will remain in compliance with all such Export Laws with respect to Licensee’s access to and use of the Application(s) and the Service and Licensee acknowledges that Export Laws may change over time. Licensee additionally warrants that Licensee has not been, and is not currently, debarred, suspended, prohibited or impaired from exporting, re-exporting, receiving, purchasing, procuring, or otherwise obtaining any product, commodity, or technical data regulated by any agency of the government of the United States. In particular, Licensee hereby gives assurance that unless notice is given to Ansys, and prior authorization is obtained as required by the Export Laws, Licensee will not knowingly re-export, directly or indirectly, any Applications or any technical data transferred by Ansys to Licensee to any destination or person or entity in violation of the Export Laws or these Terms.
8. Termination by Ansys
Ansys hereby reserves the right, in its sole discretion, to cancel Licensee’s access to and license to use any Services available on the Site in the event that Licensee (including any Named User(s) or Contract User(s)) breach these Terms. Ansys shall provide Licensee with notice in such event. Licensee shall immediately cease use of any Service and require its Named User(s), if any, to delete any tangible or electronic embodiments of such information in their possession. Licensee and each of its Named User(s), if any, will have login credentials to the Site revoked in such instance. Notwithstanding the foregoing, Ansys may terminate Licensee’s access to and license to any Services available on the Site, without cause, upon sixty (60) days’ notice.
9. Confidentiality & Ownership
The Application(s) and the Services and the Documentation embody confidential and proprietary information, including trade secrets, owned by Ansys or its Affiliates or suppliers. Licensee only receives a limited license to use the Site, Application(s), Services, and Documentation pursuant to these Terms. Under no circumstances may the whole or any part of the Site, Application(s), Service, and Documentation be produced or copied in any form or by any means or translated into another language without the prior written consent of Ansys. Licensee acknowledges that it is a violation of these Terms to distribute the Site, Application, Service and/or Documentation and any links or passwords to anyone else. Nothing contained herein will be deemed to convey to Licensee any title, ownership, copyright or any other intellectual property rights in or related to Application(s) or the Services, and Ansys reserves all rights in and to the Application(s) and the Services which are not expressly granted in writing by Ansys to Licensee.
10. Changes
Ansys reserves the right to: (i) modify or remove the Application(s), Service, and Documentation available on the Site from time to time; and (ii) amend the same without notice to Licensee to correct errors.
11. Disclaimer of Warranty
The Site and the Services provided therein are provided to Licensee on an “as is” and “as available” basis. Ansys does not warrant the accuracy or completeness of any of the Services nor any links or the information, text, graphics, or other items contained within the Services. Ansys, its affiliates, and technology suppliers, if any, disclaim all warranties either express or implied, including without limitation, any implied warranties of merchantability or fitness or suitability for any purpose (whether or not Ansys, its affiliates, or technology suppliers have reason to know, have been advised of, or are otherwise in fact aware of any such purpose) or non-infringement, whether alleged to arise by law, by reason of custom or usage in the trade, or by course of dealing.
12. Limitation of Liability
SUBJECT TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANSYS, ITS AFFILIATES, CHANNEL PARTNERS AND TECHNOLOGY SUPPLIERS WILL NOT BE LIABLE TO LICENSEE OR ANY OTHER PARTY FOR ANY INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL, EXEMPLARY OR INCIDENTAL DAMAGES OR LOSSES. in no event will ANSYS’, its Affiliates’, Channel Partners’ and technology suppliers’ aggregate liability to LICENSEE exceed the Fees paid by LICENSEE during the preceding twelve (12) months for the particular Services as to which the liability relates. LICENSEE acknowledgeS that given all the circumstances, the limits on ANSYS’ liability are reasonable because of, among other things, the likelihood that without those limitations the amount of damages awardable to LICENSEE for a breach by ANSYS or Channel Partner of this Agreement may be disproportionately greater than the Fees paid or payable for the applicable Services. For the avoidance of doubt, LICENSEE IS entirely responsible for keeping full back up copies of LICENSEE Content in accordance with best industry practice. The foregoing limitations of liability apply regardless of whether the parties have been advised of the likelihood of such damages or losses and regardless of the theory of liability. Each of Ansys’, its Affiliates’, Channel Partners’ and technology suppliers may rely upon and enforce the exclusions and restrictions of liability in this Section 12 in that entity’s own name and for that entity’s own benefit against Licensee solely as it relates to liability arising against such parties under this Agreement. The Services, through use of the Applications, provide access to a mathematical analysis tool intended to assist Licensee in Licensee’s development and design processes and requires considerable skill and judgment for its correct use and for the interpretation of the computed results. The Services are not intended to be nor are they a substitute for rigorous and comprehensive prototype or other testing by Licensee of products prior to production and sale.
13. Support and Service Level Terms
Technical support is limited to the online resources Ansys makes available to Licensee on the Site. NO SUPPORT, ADVICE OR INFORMATION RELATING TO THE SERVICE THAT LICENSEE MAY OBTAIN FROM ANSYS OR FROM ANY THIRD PARTY, OR THAT LICENSEE OBTAINS THROUGH THE SERVICE WILL CREATE ANY WARRANTY THAT IS NOT EXPRESSLY WRITTEN IN THIS AGREEMENT.
14. Data Analytics
Licensee is aware that as part of Ansys Services and Applications improvement process Ansys may obtain feedback from or receive data about the Services and Applications, including, amount of time Services and/or Applications are used, file sizes created in connection with the Services, internal errors that are arising with respect to the Services and/or Applications, and the regions of functionality of the Applications that Licensee is using.
15. Feedback
Licensee acknowledges and agrees that any interaction with or feedback provided by Licensee to Ansys, including any Data, either directly stated or implied, may be used by Ansys to improve Ansys products and services in the future. Ansys shall be the sole owner of any and all developments, modifications, enhancements, changes or new proprietary information or intellectual property that is developed in relation to any Ansys software or related services (“Improvements”), including, without limitation, comments or feedback (“Feedback”) that is provided by Licensee to Ansys. Ansys shall have all rights associated any such Improvements and Feedback without recourse of reference to Licensee.
16. Data Privacy
Ansys processes limited Personal Data to perform its contractual obligations, including to provide Named Users access to the subscribed Services. Such processing complies with applicable data protection laws. Ansys may provide information regarding usage of the Services by Named Users whose Subscription is managed by an enterprise Subscription to the Licensee. For more information please visit www.onscale.com/privacy.
17. Data Applications and API
With respect to Application(s) containing Program Data, Licensee may not download any Database Licensee acknowledges that upon expiration or termination of any access to the Program(s), Licensee may no longer have access through the Program(s) to any Licensee Data. Licensee acknowledges that it should take measures to ensure that it makes copies of any Licensee Data in a manner that is accessible by Licensee without use of the Application(s) before access to any such Application terminates or expires. Certain Application(s) may be provided with and/or Ansys may otherwise provide Licensee with APIs, software development kits, and documentation that may be used to create applications that can be utilized in concert with the Application(s) (“Custom Applications”). Custom Applications may incorporate components of the Application(s). Licensee shall not develop Custom Applications that directly compete with the Application(s) and shall not distribute, license, or otherwise provide the Custom Applications to any third party without Ansys’ consent.
18. Miscellaneous
Assignment. Licensee may not assign these Terms or any Order to any third party by operation of law, or in bankruptcy, or otherwise without prior written consent of Ansys. These Terms will be binding upon and inure to the benefit of the parties hereto and their respective successors, permitted assigns and permitted transferees. Governing Law and Venue. These Terms shall be governed by the substantive law of the Commonwealth of Pennsylvania, excluding the United Nations Convention on the International Sale of Goods and choice of law provisions. Licensee consents to the venue and jurisdiction of the federal and state courts maintaining jurisdiction over Washington County, Pennsylvania for purposes of any legal proceedings arising under or relating to this Agreement. Entire Agreement. If any provision of these Terms is found to be invalid, such provision will be ineffective only to the extent of such invalidity without invalidating the remainder of these Terms. This is a legal agreement between Licensee and Ansys which governs Licensee (and Licensee Affiliates, Named User(s), and Contract User(s), as applicable) access to the Services made available on the Site. Licensee acknowledges that Ansys shall be entitled to seek injunctive relief in addition to all other remedies for any breach of these Terms by Licensee , its Affiliates, Contract User(s), and Named User(s,) as applicable. This Agreement, the Order and any exhibits, appendices or amendments that incorporate this Agreement by reference, constitute the complete and exclusive statement of the agreement between the parties and supersedes all proposals, oral or written, and all other communications between the parties relating to the subject matter of this Agreement. Except as specifically provided herein, this Agreement may be modified only by a written amendment executed by duly authorized officers or representatives of the parties. Unless otherwise specified, or except to the extent expressly specified in the Order, the terms and conditions contained in this Agreement will take precedence over any conflicting provisions contained in any appendix or exhibit. To the extent applicable, no purchase order, procurement agreement or any other standardized business forms issued by Licensee, and even if such purchase order, procurement agreement or other standardized business forms provides that it takes precedence over any other agreement between the parties, shall be effective to contradict, modify, or delete from the terms of this Agreement or any Order in any manner whatsoever. Any acknowledgment, written or oral, of any such purchase order, procurement agreement or standardized business form is not recognized as a subsequent writing and will not act as acceptance of such terms.
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If you have any questions about these Terms, please contact us.
