We both have to sign the following Software License Agreement in order for you to use the Software.
The Evaluation License Agreement is a available here.

The parties agree as follows:

2.License

2.1Grant of License

Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a worldwide, non-transferable, non sub-licensable except as set forth in Section 2.4, non-exclusive, fully-paid, royalty-free license to:

a. Import, read, analyze, copy for backup purpose, compile, debug and analyze the working behavior the Source Code of the Software;
b. Modify the Source Code of the Software in accordance with Section 7;
c. Incorporate into Products the Object Code of the Software (as received from Licensor or as modified as permitted above) or any part or portion thereof;
d. Distribute the Object Code of the Software as incorporated into or for use with Products directly or indirectly to sub-licensees in accordance with Section 2.4 below.

2.2Duration of License

License is granted for indefinite duration (so-called “perpetual” license) but can be terminated as set forth in Section 13.

2.3Group License

The present license is granted for the Licensee and all its present and future fully controlled (100% ownership) subsidiaries. These subsidiaries are implicitly included in the “Licensee” / “you” terms.

2.4Sublicense

Licensee shall have the right to sublicense (redistribute) to End Users the Object Code of the Software embedded into Licensee’s Products, directly or indirectly through distributors or other third party intermediaries. Licensee’s licenses to End Users of the Products incorporating the Software shall:

a. Contain the Software in Object Code format only (compiled format only);
b. Include any agreement by the End Users not to reverse assemble, decompile or otherwise attempt to derive source code from the Products;
c. Not contain any part of the Documentation of the Software;
d. Preserve attribution within the Software to Computing Objects, SARL wherever apparent, and you are prohibited from misrepresenting the origin of the Software;
e. Maintain any and all legal notices, included but not limited to trademark or copyright notices, that appear on the Software;
f. Contain the mention in the section where third party licenses or notifications are placed: “CM2 MeshTools by Computing Objects, France” together with the copyright notices of the open-sourced libraries if any (described in Appendix B) included with the Software.

2.5Export Requirements.

Licensee is entirely responsible to obtain all required licenses and approvals from the appropriate government agencies to export, directly or indirectly, any Products incorporating any part of the Software. Licensee shall, at its own expense, pay all export licenses and permits, customs charges and duty fees, if any, and shall take all other actions, if any, required to accomplish the export of its Products. Licensor shall provide Licensee with all reasonably requested assistance in classifying, for export and import-related purposes, the Software and any Products by reason of their incorporation of the Software.

3.License Fee

3.1Payment

No royalties are due for the Software License (any number of Sublicenses). Licensee shall pay Licensor a single fee for the License. Yearly subsequent Subscription Renewals (non-compulsory) will be charged as described in Sections 5.3 and 5.4 and:

a. International payments must be effected by bank wiring transfers;
b. Sender shall endorse all bank charges;
c. Sender shall specify bank that no currency change should be effected en route.

3.2Taxes

The amounts due under Section 3.1 are exclusive of any export, withholding, federal, state and local taxes, duties or excises. If Licensor pays any such taxes, duties or excises, Licensee shall reimburse Licensor for such taxes, duties or excises, other than taxes on Licensor’s income.

3.3Payment Information

You warrant that information provided to us with respect to your identity and contact and billing information is correct and accurate, and you undertake a continuing duty to maintain accurate records with us. Failure to do so may result in diminution of services, including but not limited to Support Services, and we reserve the right to immediately terminate without any refund your Subscription in the event of fraud or misrepresentation. We will absolutely never sell or share your personal information with third parties. All data we collect will be used for internal purposes only.

4.Delivery

4.1Delay and Means

Within two (2) working days of the signature of this agreement, we shall provide you with access to download the Software and Documentation, and your specific software management keys (Section 9).

5.Support Services

5.1Support Services

Support Services are available via our contact form or by E-mails when your Subscription is active. Support is not available for accounts without an active Subscription.

5.2Initial Subscription

The present license includes a one-year initial Subscription (ending twelve months after the delivery of the Software). If you wish to receive Support after one year, you must renew your Subscription.

5.3Subscription Renewal

Renewed Subscriptions (non-compulsory) are priced at 15% of the license price subjected to annual revision according to the French SYNTEC index, with the base index set one year after the Effective Date of this agreement. Special discounts can be granted for multi-year (2-year or 3-year) Subscriptions and for extended Subscriptions purchased together with the initial License. The rate of these discounts may change and are at the sole and exclusive discretion of Computing Objects, SARL.

5.4Late Renewals and Upgrades

In case of discontinued Subscription the price of renewal increases by 5% of the license price every six months after expired Subscription. Hence, Subscription price is 15% of the license price between 0 and 6 months, 20% between 6 and 12 months, 25% between 12 and 18 months and so on, not exceeding 100% of the SYNTEC-revised license price. Then, the subsequent renewal prices are reset down to 15% of the SYNTEC-revised license price.

6.Protection of the Source Code

6.1Protection

Licensee shall restrict access to the Software Source Code only to employees and consultants of Licensee who need to have access to the Software Source Code in order for Licensee to exercise its rights under this Agreement, and such employees and consultants shall be bound by obligations of confidentiality in reasonable form and substance consistent with this Agreement.

a. Licensee shall use its best efforts to prevent, prosecute and enjoin any actual or threatened unauthorized copying, use or disclosure of the Software Source Code and Documentation;
b. Licensee commits himself expressly to apply at least the same measures of security to the Software Source Code as he does for his own proprietary source code;
c. In any case, the Software Source Code and its back-ups shall be kept only in a secure place (or on a secured computer) at a single Licensee’s development place. No copy of the Source Code is allowed to leave this Licensee’s development place. Licensee may change the single development place upon notice to Licensor. However Licensee is allowed to make headers available to its employees and consultants at multiple locations without notification to Licensor;
d. An original backup copy can be retrieved from the Licensor upon request, anytime, shall this Agreement not be terminated;
e. A disclosure of the Licensee’s copy of the Software Source Code to third parties (intentionally or not) would be a breach of this Agreement which may cause irreparable harm to the Licensor. Any such breach shall entitle the Licensor to injunctive relief in addition to all legal remedies.

7.Modifications of the Source Code

7.1Modified Software

Licensee is allowed to modify the Source Code exclusively in the following conditions:

a. Licensee shall only comment out original lines of code and/or add new lines of code (no erasing of original character, word or line is allowed);
b. If you make material modifications to the Source Code, you are further required to mark these changes in a clear manner, such as authored and dated comments on each modified line or the line before;
c. The modifications are your sole property unless you provides them to us (as stated in Section 12.2) and we decide, at our sole discretion, to incorporate them, fully or partially, in future versions of the Software. In this case, the incorporated modifications’ ownership and rights are fully transferred from you to us.

7.2Limitation of warranty

Modifications of the original Source Code are at your own risk. In any case, Licensor’s warranty is limited to the original (unmodified) version of the Software. Support Services are also limited to the original version of the Software.

8.Access Right to the Source Code

This section is only relevant to Binary-Code licensees.

8.1Escrow Material

The Source Code and the Documentation (the “Escrow Material”) are deposited at the Agence de Protection des Programmes (APP 249 rue de Crimée, Paris) under IDDN numbers specified in Appendix A. We update deposits at each major release.

8.2Cases Allowing Access

Access to the Escrow Material shall be allowed only when we cease activity, become bankrupt or admit in writing our inability to meet our obligations as they become due, or we cease from distributing or maintaining the Software.

8.3APP Procedure

Pursuant to article 6 of the general regulations of the APP, access shall be allowed after the approval of the APP’s Arbitration Commission according to the APP Escrow procedure.

8.4Duplication of Escrow Material

With regard to access to the Escrow Material, duplication of the Escrow Material shall be performed under your responsibility in the presence of an expert designated by the APP. Related fees and expenses shall be borne by you.

8.5Rights of Licensee on Escrow Material

The Escrow Material shall be used by you solely to do those acts which are necessary to use the Software in conformity with the terms and conditions of the present Agreement. Access to Source Code does not transfer any property rights to you.

9.License Management Library

9.1License Management Mechanism

The Software includes a software protection library to prevent unlicensed use from third parties. The protection is based on a Licensee-specific software key provided by Licensor to Licensee. A disclosure of the software key or the removal of the protection library would be considered a breach in this Agreement.

10.Representations and Warranties

Excepting the third-party open source libraries listed in Appendix B, Licensor hereby represents and warrants that as of the Effective Date:

10.1Ownership

Licensor is the owner of any and all intellectual and other property and rights relating to the Software and its Documentation, and possesses sufficient rights in such property and authority to grant this license and carry out its obligations hereunder.

a. The Software and its Documentation do not violate or infringe any copyright or trade secret, or, to Licensor’s knowledge, any patent, of any third party;
b. Licensor has not entered into and is not bound by any agreements of any kind inconsistent with or contrary to this Agreement.

10.2Viruses

The Software is free of any computer virus, “time bomb,” “trap door” or any other harmful, malicious or hidden program or data designed or likely to cause damage to software, data or files, or to enable or facilitate (a) unauthorized access to, software, data or files, (b) exposure of sensitive device information, or (c) a bypass of security features or restrictions; including but not limited to, undisclosed device access methods or “backdoors”, hardcoded or undocumented account credentials, covert communication channels and undocumented traffic diversion.

10.3Controlled Technology.

The Software, Documentation and other materials provided by Licensor to Licensee do not and will not contain any controlled technology or technical data identified on any U.S. export control list, including but not limited to the International Traffic in Arms Regulations and U.S. Export Administration Regulations.

10.4Dependencies

Licensor has identified to Licensee all software Dependencies (Appendix B) that Licensor could be licensing from another person or entity, and Licensor is in compliance with all licenses pertaining to such software parts.

11.Disclaimer of Warranties

11.1Knowingly Purchase

Prior to this Agreement and any purchasing order, you acknowledges you have been able to evaluate the Software by yourself during a time long enough (for instance through free evaluation packages provided by us) to form a sufficently clear opinion of the Software’s functionalities and behaviors.

11.2Depreciations

We constantly improve the Software and keep it up-to-date in order to provide you with the best experience possible on most recent platforms. However we may, at our own discretion and after a reasonable period of time (usually several years), depreciate old platforms, operating systems or compilers and cease Support on them. Similarly, we may depreciate old programming language features and follow the C++ language evolution, thus requiring more recent compilers/platforms in order to compile the Source Code or run the Object Code.

11.3Limitation of warranty

THE SOFTWARE AND THE SUPPORT SERVICES ARE PURCHASED “AS IS” AND WITHOUT ANY WARRANTY. WE HEREBY DISCLAIM ANY AND ALL WARRANTY NOT EXPRESSLY PROVIDED HEREIN, INCLUDED BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE. YOU USE THE SOFTWARE AND THE SUPPORT SERVICES AT YOUR OWN RISK. WE ARE NOT RESPONSIBLE FOR ANY DATA LOSS THAT MAY OCCUR AS A RESULT OF INSTALLING OR USING THE SOFTWARE AND THE SUPPORT SERVICES, AND OUR LIABILITY FOR HARM RESULTING FROM YOUR USE OF THE SOFTWARE IS EXPRESSLY LIMITED AS PROVIDED HEREIN. WE ARE NOT RESPONSIBLE FOR ANY COMPATIBILITY CONFLICTS THAT MAY OCCUR.

12.Ownership

12.1Software

The Software and Documentation and all Proprietary Rights therein are and shall remain the exclusive property of Licensor.

12.2Modified Software

The modifications made by Licensee to the Software shall be the exclusive property of Licensee unless Licensee provides these modifications to Licensor in order to be incorporated by Licensor in future version of the Software. In this case, Licensee shall assign its rights upon these modifications to Licensor in writing form (by E-mail or by postal letter).

13.Confidentiality

13.1Nondisclosure

Licensee shall treat as confidential all Confidential Information especially Software Source Code, shall not use such Confidential Information except as set forth in this Agreement, and shall use reasonable efforts not to disclose such Confidential Information to any third party. Without limiting the foregoing, Licensee shall use at least the same degree of care which it uses to prevent the disclosure of its own confidential information of like importance to prevent the disclosure of Confidential Information. Licensee shall promptly notify Licensor of any actual or suspected misuse or unauthorized disclosure of any of the Confidential Information.

13.2Exceptions

Notwithstanding the above, Licensee shall not be liable to Licensor with regard to any Confidential Information of the other which the receiving party can prove:

a. Was in the public domain at the time it was disclosed or has entered the public domain through no fault of Licensee;
b. Was known to Licensee, without restriction, at the time of disclosure, as demonstrated by files in existence at the time of disclosure;
c. Was independently developed by Licensee without any use of the Confidential Information, as demonstrated by files created at the time of such independent development;
d. Becomes known to Licensee, without restriction, from a source other than Licensor without breach of this Agreement by Licensee and otherwise not in violation of Licensor’s rights;
e. Is disclosed with the prior written approval of Licensor;
f. Is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body.

13.3Return of Confidential Information

Upon expiration or termination of this Agreement, each party shall return all Confidential Information received from the other party.

13.4Remedies

Any breach of the restrictions contained in this Section is a breach of this Agreement which may cause irreparable harm to the non-breaching party. Any such breach shall entitle the non-breaching party to injunctive relief in addition to all legal remedies.

13.5Confidentiality of Agreement

Each party shall be entitled to disclose the existence of this Agreement, but agrees that the terms and conditions of this Agreement shall be treated as Confidential Information and shall not be disclosed to any third party; except when required:

a. By any court or other governmental body;
b. By Law;
c. By legal counsel of the parties;
d. In connection with the enforcement of this Agreement or rights under this Agreement;
e. In confidence, to accountants, banks, and financing sources and their advisors;
f. In confidence, in connection with an actual or proposed merger, acquisition, or similar transaction.

14.Term and Termination

14.1Term

This Agreement shall remain effective until terminated in accordance with this Section.

14.2Termination for Convenience

This Agreement may be canceled by Licensee for any reason or no reason by giving Licensor thirty (30) days’ advance written notice. In the event of such termination Licensee shall not be entitled to any refund. Licensor has no right to terminate for convenience.

14.3Termination for Cause

If either party materially breaches any provision of this Agreement, then the non-defaulting party may give written notice to the defaulting party that if the default is not cured within thirty (30) days, the Agreement shall be terminated. If the default is not cured during that thirty-day period, then the Agreement shall automatically terminate at the end of that period.

14.4Effects of Termination

If this Agreement is terminated, then the Licensee’s rights set forth in Section 2 shall immediately terminate but without prejudice to any sub-license already granted to End Users (for the avoidance of doubt, such End Users will keep the right to use indefinitely the Software inside the Products). All copies of the Software and Documentation in Licensee’s possession at the time of termination or expiration of this Agreement shall be promptly destroyed or returned to Licensor and Licensee shall deliver to Licensor written certification that all such copies have been so destroyed or returned. As stated in Sections 6.1 and 11 in case of termination for disclosure of the Software, disclosure of the software key, removal of the protection library or any confidentiality breach, the non-breaching party shall be entitled to injunctive relief in addition to all legal remedies.

14.5Limitation of Liability

In the event of termination by either party in accordance with any of the provisions of this Agreement, neither party shall be liable to the other, because of such termination, for compensation, reimbursement or damages on account of the loss of prospective profits or anticipated sales or on account of expenditures, inventory, investments, leases or commitments in connection with the business of either party. Termination shall not, however, relieve either party of any obligations incurred prior to the termination.

14.6Survival of Certain Terms

The provisions of Sections 11, 12, 13 and 15 as well as any payments due or accrued under this Agreement shall survive the termination of this Agreement for any reason. All other rights and obligations of the parties shall cease upon termination of this Agreement.

15.Mutual Indemnification

15.1Third Party Claims

Each party shall indemnify, defend and hold harmless the other party and its respective agents and staff from any and all third party claims, suits and proceedings and all resulting damages, penalties, liabilities, costs and expenses, including legal fees and expenses, arising out of or relating to the breach of any warranty, representation or covenant in this Agreement.
Each party shall give the other party prompt written notice of any claim, action or demand for which indemnity is claimed. Each party agrees to reasonably cooperate with the other party to the defense and/or settlement of any such claim; provided that, if any settlement results in any ongoing liability to the other party in any way, such settlement shall require the other party’s written consent.

15.2Remedies by Licensor

If a claim of infringement has occurred, or is reasonably likely to occur, Licensor, at its option and expense and in addition to its obligations of indemnity and defense set forth in this Section, may elect to (a) procure for Licensee the right to continue using the infringing information or material as licensed hereunder; or (b) replace or modify the same so that it becomes non-infringing with substantially equivalent performance, functionality and compatibility.

15.3Limitation of Liability

LICENSOR WILL HAVE NO LIABILITY TO THE EXTENT THAT ANY SUCH CLAIM ARISES FROM (A) THE USE OF THE SOFTWARE WITH ANY OTHER PRODUCTS NOT PROVIDED BY LICENSOR OR (B) ANY MODIFICATIONS OF THE SOFTWARE BY ANY PARTY OTHER THAN LICENSOR.

16.Dispute Resolution

16.1Governing Law

This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the French laws, without giving effect to principles of conflicts of law.

16.2International Disputes

Unless otherwise mutually agreed upon, all international disputes arising in connection with this Agreement shall be settled under the Rules of Conciliation and Arbitration of the international Chamber of Commerce by one (1) or more arbitrators appointed in accordance with the said Rules. The Arbitration shall be held in the defendant-side’s residence.

16.3Dispute Costs

You further agree that in any dispute, if Computing Objects, SARL, prevails we shall be entitled to recover from you the expenses of the dispute resolution, including the cost of arbitration, any court costs, and reasonable attorney’s fees.

16.4Limitation of Liability

You agree that in any dispute, your sole and entire remedy is a refund of your purchase. Our liability shall be limited to the amount of your purchase, and under no circumstances whatsoever shall Computing Objects, SARL, or any of its staff or agents, be held liable for any amount, however designated or calculated, that exceeds the dollar/euro value of your combined purchases from Computing Objects, SARL.

17.Miscellaneous.

17.1Amendments and Waivers

Any term of this Agreement may be amended or waived only with the written consent of the parties or their respective permitted successors and assigns.

17.2Successors and Assigns

a. Licensee shall not assign any of its rights, obligations or privileges hereunder without the prior written consent of Licensor, which shall not be unreasonably withheld; provided, however, that Licensee may assign its rights, obligations and privileges without such consent in connection with any merger, acquisition or similar transaction, or any transaction resulting in the sale of all or substantially all of Licensee’s assets or of the business in which Licensee utilizes the Software;
b. Licensor shall have the right to assign its rights, obligations and privileges hereunder to an assignee that acquires all of Licensor’s right, title and interest in the Software and agrees in writing to be bound by the terms and conditions of this Agreement;
c. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective permitted successors and assigns of the parties;
d. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

17.3Notices

Any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient upon receipt, when delivered personally or by courier, overnight delivery service or confirmed facsimile, if such notice is addressed at such party’s address or facsimile number as set forth below, or as subsequently modified by written notice.

17.4Severability

If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith, in order to maintain the economic position enjoyed by each party as close as possible to that under the provision rendered unenforceable.
In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then:

a .Such provision shall be excluded from this Agreement;
b. The balance of the Agreement shall be interpreted as if such provision were so excluded.

17.5Independent Contractors

Neither party shall, for any purpose, be deemed to be an agent of the other party and the relationship between the parties shall only be that of independent contractors. Neither party shall have any right or authority to assume or create any obligations or to make any representations or warranties on behalf of any other party, whether express or implied, or to bind the other party in any respect whatsoever.

17.6Force Majeure

You agree that we shall have no liability and no obligation to perform pursuant to this Agreement in the event of any Event of Force Majeure upon notice to you.

17.7Titles and Subtitles

The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

17.8.Entire Agreement

This Agreement with its Appendixes constitutes the entire agreement between you and us, superseding any prior, other, or different agreements or negotiations between you and us.

17.9Counterparts.

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

APPENDIX A – SOFTWARE DESCRIPTION

To be specified.

APPENDIX B – POSSIBLE THIRD PARTY SOFTWARE LICENSING

LAPACK library

The Software may contain a modified part of the open-sourced LAPACK library licensed under the Modified BSD license. As required by the LAPACK license, the Products of Licensee shall include in the section where third party licenses or notifications are placed, the following copyright notice:

Copyright (c) 1992-2013 The University of Tennessee and The University of Tennessee Research Foundation. All rights reserved.
Copyright (c) 2000-2013 The University of California Berkeley. All rights reserved.
Copyright (c) 2006-2013 The University of Colorado Denver. All rights reserved.

Redistribution and use in source and binary forms, with or without modification, are permitted provided that the following conditions are met:

– Redistributions of source code must retain the above copyright notice, this list of conditions and the following disclaimer.
– Redistributions in binary form must reproduce the above copyright notice, this list of conditions and the following disclaimer listed in this license in the documentation and/or other materials provided with the distribution.
– Neither the name of the copyright holders nor the names of its contributors may be used to endorse or promote products derived from this software without specific prior written permission.

The copyright holders provide no reassurances that the source code provided does not infringe any patent, copyright, or any other intellectual property rights of third parties. The copyright holders disclaim any liability to any recipient for claims brought against recipient by any third party for infringement of that parties intellectual property rights.

THIS SOFTWARE IS PROVIDED BY THE COPYRIGHT HOLDERS AND CONTRIBUTORS “AS IS” AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE COPYRIGHT OWNER OR CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

METIS library

The Software may contain a modified part of the open-sourced METIS library licensed under the Apache License Version 2.0 license. As required by the METIS license, the Products of Licensee shall include in the section where third party licenses or notifications are placed, the following reference:

“A Fast and Highly Quality Multilevel Scheme for Partitioning Irregular Graphs”.
George Karypis and Vipin Kumar. SIAM Journal on Scientific Computing, Vol. 20, No. 1, pp. 359—392, 1999.