ANZEN End-User License Agreement

1.1 “Agreement” means this End-User License Agreement.

1.2 “Software” means (a) ATICA and/or Raptor, as specified in the applicable Order (defined below), in object code form, and (b) related materials provided by ANZEN, including Documentation, updates, patches, or error corrections, if any.

1.3 “ATICA” means ANZEN’s proprietary engineering software suite for safety/reliability and associated analyses (as licensed).

1.4 “Raptor” means ANZEN’s proprietary reliability analysis tool, licensed as a standalone software product.

1.5 “Documentation” means user guides, manuals, release notes, and technical documentation provided by ANZEN for the Software.

1.6 “Order” means the quotation, Order Form, license certificate, invoice, or other ANZEN commercial document that identifies the Software, license metric, quantities, term, fees, and any special terms.

1.7 “License Key / License Certificate” means any license file, key, token, entitlement, or license certificate issued or made available by ANZEN to enable use of the Software.

1.8 “User” means an individually identified employee of yours (or your on-site contractor) who is authorized by you to use the Software solely for your internal business purposes and in accordance with this Agreement.

1.9 “Computer” means a single computing device (virtual or physical) on which a User may access the Software according to the terms of this Agreement.

1.10 “Open Source Software” means software components included with the Software that are licensed under separate open-source licenses.

1.11 “Named User License” means a license assigned to a specific User. Unless otherwise stated in the Order, each Named User may install and use the Software on up to three (3) Computers under that User’s control.

1.12 “Value Added Product” means unique products developed and produced by you that contain data or outputs from the Software, as long as it purports a significant modification of the original Software outputs.

1.13 “Derivative Works” means any derivative product or information developed by you from the Software which does not contain any data or outputs from the Software.

2.1 License. Subject to your compliance with this Agreement and payment of all applicable fees, ANZEN grants you a limited, non-exclusive, non-transferable, non-sublicensable license during the license term stated in the Order to: (a) install and use the Software solely for your internal business purposes; and (b) use the Documentation solely in connection with such use.

2.2 License Metric. The permitted number of Named Users and any other usage limitations are as stated in the Order and/or controlled by the License Key.

2.3 User Reassignment. If a User with an active license no longer requires access (e.g., leaves the project or organization), you may reassign the license to another User, provided that you do not rotate or share licenses to exceed the number of licensed Named Users stated in the Order.

2.4 Evaluation / Trial. If an Order specifies an evaluation or trial, the Software is licensed solely for evaluation, not for production or operational decision-making, and ANZEN may terminate or disable access at any time.

2.5 No Sale. he Software is licensed, not sold. ANZEN and its licensors retain all right, title, and interest in and to the Software, including all intellectual property rights. All ownership, rights and title in and to all intellectual property in or related to the Software is and will remain the exclusive property of ANZEN. ANZEN owns and will continue to own all title in any copy, translation, modification, adaptation or derivation of the Software, including any kind of output that contains the structure and information of the original data from the delivered Software, except as expressly provided in this Agreement.

2.6 Ownership of Value Added Products and Derivative Works. All ownership, rights and title in and to all intellectual property in or related to the Value Added Product and to Derivative Works will be and remain the exclusive property of ANZEN.

3.1 Delivery. The Software is provided electronically (download, repository access, or other electronic means), unless otherwise stated in the Order.

3.2 Activation. Use may require activation via a License Key and may include technical measures to enforce license limits.

3.3 Suspension / Disablement. ANZEN may suspend or disable the license (in whole or in part) if: (a) fees are overdue; (b) the license term expires and is not renewed; or (c) you materially breach this Agreement (including exceeding licensed scope), provided that where commercially reasonable ANZEN will give notice and an opportunity to cure.

5.1 Professional Use; No Reliance. The Software provides engineering support functions (e.g., modelling, calculations, automation, reporting) based on user inputs, assumptions, and configuration. You acknowledge that the Software is a tool intended for use by qualified professionals and that outputs may be affected by data quality, modelling choices, numerical methods, and limitations inherent to the problem domain.

5.2 Independent Verification. You are solely responsible for: (a) the selection of the Software for your intended use; (b) the accuracy and completeness of any inputs; (c) establishing and applying appropriate verification, validation, review, and quality assurance processes for any outputs; (d) interpreting outputs using competent engineering judgment; and (e) determining the suitability of the Software and outputs for any intended purpose.

5.3 Certification, Compliance, and Safety. The Software is not, and is not represented as, a certified safety device or a substitute for certification evidence. ANZEN does not warrant or represent that use of the Software will achieve compliance with any standard, regulation, certification basis, safety objective, cybersecurity requirement, airworthiness requirement, or authority approval. You remain solely responsible for compliance and for any decisions, designs, analyses, documentation, or submissions to regulators or customers.

5.4 No Operational Control. The Software is not designed, intended, or warranted for use in the operation or control of aircraft or safety-critical systems where failure could lead to death, personal injury, or severe physical or environmental damage. If you choose to use the Software for such purposes, you do so at your sole risk and you remain solely responsible for implementing all required safeguards, independent checks, and validation.

6.1 As Stated in the Order. Maintenance, update rights, and technical support (if any) are provided only if and as expressly stated in the applicable Order and only for periods for which all applicable fees (including annual maintenance fees, if any) have been paid.

6.2 No Obligation Absent Maintenance. Unless an Order expressly includes active maintenance, ANZEN has no obligation to provide updates, patches, upgrades, or technical support.

6.3 Best-Effort Support. Where support is included under an Order, it is provided on a best-effort basis during normal business hours in Spain, unless otherwise stated, and without any guarantee of resolution time.

6.4 Customer Backups. You are responsible for backing up your systems and data. To the maximum extent permitted by law, ANZEN is not liable for loss of data, loss of configuration, or system interruption arising from maintenance or support activities.

7.1 The Software may include or depend on third-party components, including Open Source Software. Open Source Software is licensed under its applicable license terms, which will govern such components to the extent required.

7.2 Third-party components may be modified, interrupted, or discontinued by their suppliers. ANZEN does not warrant uninterrupted availability of third-party components.

8.1 Each party may receive the other’s non-public information (“Confidential Information”). The receiving party will protect it using at least reasonable care and use it only to perform under this Agreement.

8.2 Confidential Information excludes information that is publicly available without breach, independently developed, or lawfully received from a third party without restriction.

8.3 The receiving party may disclose Confidential Information if required by law or court order, provided it gives prompt notice where legally permitted.

9.1 ANZEN retains all rights in the Software and Documentation. No rights are granted except as expressly stated.

9.2 You retain rights in your data, models, and content you input into the Software (“Customer Data”).

9.3 Feedback. If you provide suggestions or feedback regarding the Software, you grant ANZEN a perpetual, irrevocable, worldwide, royalty-free right to use and incorporate such feedback without restriction, without obligation to you.

9.4 Copyright. The following copyright notice, or such other copyright notice as ANZEN may advise you, must be conspicuously displayed alongside the Software, or any portion thereof: “Copyright © ANZEN” must appear as a credit.

10.1 Fees as stated in the Order.

10.2 All fees are exclusive of taxes, duties, and withholdings, which you are responsible for, except taxes on ANZEN’s income.

12.1 Exclusion of Damages. To the maximum extent permitted by law, in no event will ANZEN or its licensors be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for loss of profits, revenue, goodwill, business interruption, or loss/corruption of data, arising out of or related to this Agreement or the Software, even if advised of the possibility of such damages.

12.2 Liability Cap. To the maximum extent permitted by law, ANZEN’s total aggregate liability arising out of or related to this Agreement will not exceed the fees actually paid by you to ANZEN for the Software under the applicable Order in the twelve (12) months preceding the event giving rise to the claim.

12.3 Nothing in this Agreement limits liability that cannot be limited under applicable law (e.g., liability for willful misconduct or other non-waivable statutory liabilities, where applicable). Regardless of whether any remedy set forth herein fails to achieve its essential purpose, in no event will the liability, if any, of ANZEN for damages relating to the Software or otherwise arising out of, related to, or in any way connected with this Agreement exceed the actual amount you paid for the specific Software that directly gave rise to the damages claimed, regardless of the form of action, whether based on contract, negligence, products liability, trade practices, or otherwise.

13.1 By You. You will defend, indemnify, and hold harmless ANZEN, its affiliates, and their directors, officers, employees, and agents from and against any third-party claims, damages, and expenses (including reasonable legal fees) arising from: (a) your use of the Software in violation of this Agreement or applicable law; (b) your Customer Data; or (c) your combination of the Software with other products, data, or services not provided by ANZEN, to the extent the claim would not have arisen but for such combination. You acknowledge that any actual or threatened breach of this Agreement would likely cause ANZEN irreparable harm that could not be fully remedied by monetary damages. You shall indemnify and hold harmless ANZEN for and against any damage, loss, liability, expense, or other claims, including costs and fees for defending such claims, that ANZEN may incur as a result of, related to or in connection with your or User’s failure to comply with any applicable law, regulation or order. In addition, ANZEN will have the right to seek injunctive or other equitable relief from a court of competent jurisdiction, without proof of actual damage, as may be necessary to prevent such breach.

13.2 By ANZEN (Limited IP Indemnity). Subject to Section 12 (Limitation of Liability), ANZEN will defend you against any third-party claim that the unmodified Software, when used in accordance with this Agreement and the Documentation, infringes a third party’s intellectual property rights, and will pay any finally awarded damages (or settlement amounts approved by ANZEN), provided that you: (i) promptly notify ANZEN in writing of the claim; (ii) allow ANZEN to control the defense and settlement; and (iii) provide reasonable cooperation.

13.3 Exclusions. ANZEN will have no obligation under Section 13.2 to the extent a claim arises from: (a) modifications not made by ANZEN; (b) combination with items not provided by ANZEN; (c) use not in accordance with this Agreement or Documentation; (d) your Customer Data; or (e) Open Source Software or third-party components, to the extent governed by their own license terms.

13.4 Remedies. If the Software becomes, or in ANZEN’s opinion is likely to become, the subject of an infringement claim, ANZEN may (at its option): (a) procure the right for you to continue using the Software; (b) modify the Software to be non-infringing without materially reducing functionality; (c) replace it with a functionally equivalent product; or (d) terminate the affected Order and refund prepaid, unused license fees for the remaining term. This section states your sole and exclusive remedy for third-party intellectual property claims relating to the Software.

14.1 This Agreement begins upon acceptance and remains effective until all Orders expire or are terminated.

14.2 Either party may terminate an Order for material breach if the breach is not cured within thirty (30) days after written notice (or immediately if the breach is incapable of cure).

14.3 Upon termination or expiration, you must stop using the Software, uninstall/destroy copies, and cease access. Sections that by their nature should survive will survive (including IP, confidentiality, disclaimers, limitations, and indemnities).