READ CAREFULLY: HATCH LICENSES THE SOFTWARE AND OTHER LICENSED MATERIALS ONLY ON THE CONDITION THAT LICENSEE ACCEPTS ALL OF THE TERMS CONTAINED OR REFERENCED IN THIS AGREEMENT.

    1. IF LICENSEE IS A COMPANY OR OTHER LEGAL ENTITY:BY CLICKING THE “ACCEPT” BUTTON BELOW, OR BY DOWNLOADING, INSTALLING, ACCESSING OR OTHERWISE COPYING OR USING ALL OR ANY PORTION OF THE LICENSED MATERIALS, YOU ACCEPT THIS AGREEMENT ON BEHALF OF LICENSEE, ACKNOWLEDGE THAT LICENSEE IS LEGALLY BOUND BY THIS AGREEMENT, AND REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER AND AUTHORITY TO ACT ON BEHALF OF AND BIND LICENSEE. YOU MAY NOT ACCEPT THIS AGREEMENT ON BEHALF OF LICENSEE UNLESS YOU ARE AN EMPLOYEE OR OTHER AGENT OF LICENSEE WITH THE RIGHT, POWER AND AUTHORITY TO ACT ON BEHALF OF LICENSEE.
    2. IF LICENSEE IS AN INDIVIDUAL PERSON:BY CLICKING THE “ACCEPT” BUTTON BELOW, OR BY DOWNLOADING, INSTALLING, ACCESSING OR OTHERWISE COPYING OR USING ALL OR ANY PORTION OF THE LICENSED MATERIALS, YOU ACCEPT THIS AGREEMENT AND ACKNOWLEDGE THAT YOU ARE LEGALLY BOUND BY THIS AGREEMENT.
    3. IF LICENSEE IS UNWILLING TO ACCEPT THIS AGREEMENT, OR IF YOU DO NOT HAVE THE RIGHT, POWER AND AUTHORITY TO ACT ON BEHALF OF AND BIND LICENSEE, DO NOT CLICK THE “ACCEPT” BUTTON AND DO NOT DOWNLOAD, INSTALL, ACCESS OR OTHERWISE COPY OR USE ALL OR ANY PORTION OF THE LICENSED MATERIALS.
    4. “HATCH,” “AGREEMENT,” “LICENSEE” AND “LICENSED MATERIALS,” AND OTHER CAPITALIZED TERMS USED IN THIS AGREEMENT, ARE DEFINED TERMS. IF A CAPITALIZED TERM IS NOT DEFINED IN THE MAIN BODY OF THIS AGREEMENT, THE DEFINITION OF SUCH TERM CAN BE FOUND IN EXHIBIT A TO THIS AGREEMENT.
  1. License and Fee
    1. License Grant. Subject to and conditioned on Licensee’s payment of the Fee and continuous compliance with this Agreement, Hatch grants Licensee a non-exclusive, non-sublicensable, non-transferable, limited license to Install and Access the Licensed Materials, in each case solely (a) within the scope of the License Type and (b) in accordance with the other terms of this Agreement. If the applicable Order does not specify a License Type, or there is no Order, then by default, the License Type will be the Evaluation License.
    2. Effect of Upgrades. If Hatch provides Licensee with an Upgrade to the Licensed Materials, the Licensed Materials previously licensed to Licensee will thereafter be deemed to be a “Previous Version.” The license grant and other rights with respect to any Previous Version will terminate one hundred twenty (120) days after Installation of the Upgrade. Within such one hundred twenty (120) day period, (a) Licensee must cease all use of any Previous Version and Uninstall all copies of the Previous Version and (b) upon expiration of such period, such Previous Version will no longer constitute Licensed Materials but rather will be deemed to be Excluded Materials.
    3. Other Materials. If Hatch provides or makes available to Licensee any additional materials associated with the Licensed Materials, including any corrections, patches, service packs or updates to, or new versions of, the Licensed Materials (including Upgrades) or any Supplemental Materials or User Documentation for the Licensed Materials, (a) such additional materials will be subject to the same terms (including, without limitation, the applicable License Type) as the Licensed Materials to which such additional materials apply. In no event will the foregoing result in any rights with respect to Excluded Materials.
    4. Authorized Users. Licensee may permit the Licensed Materials to be Installed or Accessed only by Licensee’s Personnel, and any such Installation or Access will be subject to any other requirements imposed by this Agreement and the applicable License Type. Licensee will be responsible for compliance with this Agreement by Licensee’s Personnel and any other persons who may have Access to the Licensed Materials through Licensee (whether or not such Access is authorized by Hatch or within the scope of the applicable License Type).
    5. Third-Party Licensed Materials. The Licensed Materials may contain or be accompanied by third-party software, data or other materials that are subject to and provided in accordance with terms that are in addition to or different from the terms set forth in this Agreement. Such terms may be included or referenced in or with such third-party software, data or other materials. Licensee agrees to comply with such terms. In addition, Licensee will take sole responsibility for obtaining and complying with any licenses that may be necessary to use third-party software, data or other materials that Licensee uses in conjunction with the Licensed Materials. Licensee acknowledges and agrees that Hatch has no responsibility for, and makes no representations or warranties regarding, such third-party software, data or other materials.
    6. Archival Copy. Licensee’s license under Section 1(a) above includes the right to make a single archival copy of the Licensed Materials, provided that (a) the single-copy limitation will not apply to copies made as an incidental part of a routine backup of Licensee’s entire computer system on which the Licensed Materials are Installed in accordance with this Agreement, and (b) any archival copy may be Accessed or Installed (other than on a backup storage medium from which the Licensed Materials cannot be Accessed) only when and for so long as the primary copy of the Licensed Materials is inaccessible and inoperable.
    7. Fee. The Fee is due and payable in full on the date shown on the applicable Order (the “Order Date”).

 

  1. License Limitations and Prohibitions

    1. No License Granted; Unauthorized Activities. The parties acknowledge and agree that, notwithstanding anything to the contrary in this Agreement, no license is granted (whether expressly, by implication or otherwise) under this Agreement (a) to Excluded Materials, (b) to any Licensed Materials that Licensee did not acquire lawfully or that Licensee acquired in violation of or in a manner inconsistent with this Agreement, (c) for Installation of or Access to the Licensed Materials beyond the Term or outside the scope of the applicable License Type, (d) for Installation of the Licensed Materials on any Computer other than a Computer owned or leased, and controlled, by Licensee, unless otherwise authorized in writing by Hatch, (e) to distribute, rent, loan, lease, sell, sublicense, transfer or otherwise provide all or any portion of the Licensed Materials to any person or entity except as expressly set forth in this Agreement or as expressly authorized in writing by Hatch, (f) to provide or make available any features or functionality of the Licensed Materials to any person or entity (other than to and for Licensee itself for the purpose specified in the applicable License Type), whether or not over a network and whether or not on a hosted basis, (g) except as otherwise expressly provided with respect to a specific License Type, to Install or Access or allow the Installation of or Access to the Licensed Materials over the Internet or other non-local network, including, without limitation, use in connection with a WAN, VPN, virtualization, Web hosting, time-sharing, service bureau, software as a service, cloud or other service or technology, (h) to remove, alter or obscure any proprietary notices, labels or marks in the Licensed Materials, (i) to decompile, disassemble or otherwise reverse-engineer the Licensed Materials, or (j) to translate, adapt, arrange, or create derivative works based on, or otherwise modify the Licensed Materials for any purpose.
    2. Effect of Unauthorized Use. Licensee will not engage in and will not permit or assist any third party to engage in any of the uses or activities prohibited (or any uses or activities inconsistent with the limitations described) in Section 2(a) above (collectively, “Unauthorized Use”). Any such Unauthorized Use constitutes infringement of Hatch’s intellectual property rights as well as a breach of this Agreement. Licensee will notify Hatch promptly of any such Unauthorized Use or other unauthorized Installation or Access.
    3. Circumvention. Licensee may not utilize any equipment, device, software or other means to circumvent or remove any tool or technical protection measure provided or made available by Hatch for managing, monitoring or controlling Installation of or Access to Licensed Materials.
    4. All Rights Reserved. Hatch retains title to and ownership of, and all other rights with respect to, the Licensed Materials and all copies thereof, including, without limitation, any related copyrights, trademarks, trade secrets, patents, and other intellectual property rights. Licensee has only the limited licenses granted with respect to the Licensed Materials expressly set forth in this Agreement, and Licensee has no other rights, implied or otherwise. Licensee acknowledges and agrees that the Licensed Materials are licensed, not sold, and that rights to Install and Access the Licensed Materials are acquired only under the license from Hatch. The structure and organization of Software included in the Licensed Materials, any source code or similar materials relating to such Software, and any other Licensed Materials identified as confidential or proprietary are valuable trade secrets of, and confidential and proprietary information of, Hatch and its suppliers, and may not be disclosed or otherwise provided to third parties.
  1. Limited Warranty and Disclaimers
    1. Limited Warranty. Hatch warrants that, as of the date on which the Licensed Materials are delivered to Licensee and for ninety (90) days thereafter (or if the Term is shorter, such shorter period) (“Warranty Period”), the Licensed Materials will provide the general features and functions described in the User Documentation portion of the Licensed Materials. Hatch’s entire liability and Licensee’s exclusive remedy during the Warranty Period (“Limited Warranty”) will be, with the exception of any statutory warranty or remedy that cannot be excluded or limited under law, at Hatch’s option, (i) to attempt to correct or work around errors, if any, or (ii) to refund the Fee, if any, paid by Licensee for the Term, and terminate this Agreement or the license specific to such Licensed Materials. THE LIMITED WARRANTY SET FORTH IN THIS SECTION 3(A) GIVES LICENSEE SPECIFIC LEGAL RIGHTS. LICENSEE MAY HAVE ADDITIONAL LEGAL RIGHTS UNDER LAW WHICH VARY FROM JURISDICTION TO JURISDICTION.
    2. Disclaimer. EXCEPT FOR THE EXPRESS LIMITED WARRANTY PROVIDED IN SECTION 3(A) ABOVE, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HATCH MAKES NO WARRANTIES, REPRESENTATIONS OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, OR WARRANTIES OTHERWISE IMPLIED BY STATUTE OR FROM A COURSE OF DEALING OR USAGE OF TRADE) WITH RESPECT TO ANY LICENSED MATERIALS. WITHOUT LIMITING THE FOREGOING, HATCH DOES NOT WARRANT: (A) THAT THE OPERATION OR OUTPUT OF THE LICENSED MATERIALS WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, ACCURATE, RELIABLE OR COMPLETE; (B) THAT ERRORS WILL BE CORRECTED BY HATCH; OR (C) THAT HATCH WILL RESOLVE ANY PARTICULAR SUPPORT REQUEST OR THAT SUCH RESOLUTION WILL MEET LICENSEE’S REQUIREMENTS OR EXPECTATIONS. NOTHING IN THE FOREGOING RESTRICTS THE EFFECT OF WARRANTIES OR CONDITIONS WHICH MAY BE IMPLIED BY LAW WHICH CANNOT BE EXCLUDED, RESTRICTED OR MODIFIED NOTWITHSTANDING A CONTRACTUAL RESTRICTION TO THE CONTRARY.
    3. Functionality Limitations. The Licensed Materials are commercial professional tools intended to be used by trained professionals only. Particularly in the case of commercial professional use, the Licensed Materials are not a substitute for Licensee’s professional judgment or independent testing. The Licensed Materials are intended only to assist Licensee with its design, analysis, simulation, estimation, testing and/or other activities and are not a substitute for Licensee’s own independent design, analysis, simulation, estimation, testing, and/or other activities, including those with respect to product stress, safety and utility. Hatch will not be liable in any manner whatsoever for the results obtained through use of the Licensed Materials. Persons using the Licensed Materials are responsible for the supervision, management and control of the Licensed Materials and the results of using the Licensed Materials.
  1. Limitations of Liability
    1. Limitation on Type and Amount of Liability. IN NO EVENT WILL HATCH OR ITS SUPPLIERS HAVE ANY LIABILITY (DIRECTLY OR INDIRECTLY) FOR ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES; FOR LOSS OF PROFITS, USE, REVENUE OR DATA; OR FOR BUSINESS INTERRUPTION (REGARDLESS OF THE LEGAL THEORY FOR SEEKING SUCH DAMAGES OR OTHER LIABILITY). IN ADDITION, THE AGGREGATE LIABILITY OF HATCH ARISING OUT OF OR RELATING TO ANY LICENSED MATERIALS WILL NOT EXCEED THE AMOUNT PAID OR PAYABLE BY LICENSEE FOR SUCH LICENSED MATERIALS.
    2. Application of and Basis for Limitations. THE LIMITATIONS OF LIABILITY IN THIS SECTION 4 WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW TO ANY DAMAGES OR OTHER LIABILITY, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, WHETHER DERIVED FROM CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR OTHERWISE, EVEN IF HATCH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITY.
  1. Term and Termination
    1. Term (Paid License). Subject to Section 5(b) and Section 5(c) below:
      1. this Agreement, and any license granted hereunder, will become effective as of the Order Date or the date of payment by Licensee of the Fee, whichever occurs later (the “Effective Date”); and
      2. the term of this Agreement shall commence on the Effective Date and expire on the date that is one day before the first anniversary of the Order Date (the “Term”).
    2. Term (Evaluation License). Notwithstanding anything to the contrary in Section 5(a) above, if Hatch identifies the License Type as a “demonstration,” “evaluation” or “trial” license (each, an “Evaluation License”) in the applicable Order, then this Agreement, and any license granted hereunder, will become effective as of the Order Date and expire on the date that is seven (7) days after the Order Date.
    3. Termination for Breach. Each of Hatch or Licensee may terminate this Agreement and Licensee’s license as to Licensed Materials if the other party is in breach of this Agreement and fails to cure such breach within ten (10) days after written notice of the breach; provided, however, if Licensee is in breach of Section 1 or Section 2 above, Hatch may terminate this Agreement and Licensee’s license as to Licensed Materials immediately upon written notice of the breach.
    4. Effect of Termination of Agreement or License. Upon termination or expiration of this Agreement, any license granted hereunder will terminate, and Licensee must cease all use of Licensed Materials to which such license applies and Uninstall all copies of the Licensed Materials.
    5. Survival. Sections 1(d), 1(e), 1(g), 2, 3(a), 3(b), 4, 5 and 6 of this Agreement, and Exhibit A attached hereto, will survive any termination or expiration of this Agreement.
  1. General Provisions
    1. Notices. Notices in connection with this Agreement by either party shall be in writing and shall be sent by electronic mail. Notices from Hatch to Licensee shall be effective one (1) day after sending to the email address for Licensee provided to Hatch in the Customer Information. Notices from Licensee to Hatch shall be effective one (1) day after sending to pneucalc-info@hatch.com or such other email address as Hatch may provide to Licensee in writing.
    2. Governing Law and Jurisdiction. This Agreement will be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein, excluding conflict of laws principles. In addition, each party agrees that any claim, action or dispute arising under or relating to this Agreement will be brought exclusively in (and the parties will be subject to the exclusive jurisdiction of) the courts of the Province of Ontario. Nothing in the foregoing will prevent Hatch from bringing an action for infringement of intellectual property rights in any jurisdiction where such infringement is alleged to occur.
    3. No Assignment. Licensee may not assign this Agreement or any rights hereunder (whether by change of control, operation of law or otherwise) without Hatch’s prior written consent, which may be withheld in Hatch’s sole and absolute discretion, and any unauthorized purported assignment by Licensee will be void.
    4. Severability. If and to the extent any provision of this Agreement is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction will not in any way affect the legality, validity, or enforceability of such provision or any other provision of this Agreement in any other jurisdiction.
    5. No Waiver. No term or provision of this Agreement will be considered waived, and no breach excused, unless such waiver is in writing signed on behalf of the party against which the waiver is asserted. No waiver (whether express or implied) will constitute consent to, waiver of, or excuse of any other, different, or subsequent breach.
    6. Audits. Licensee agrees that Hatch has the right to require an audit (electronic or otherwise) of the Licensed Materials and the Installation thereof and Access thereto. As part of any such audit, Hatch or its authorized representative will have the right, on thirty (30) days’ prior notice to Licensee, to inspect Licensee’s records, systems and facilities, including machine IDs, serial numbers and related information, to verify Licensee’s Installation of and Access to the Licensed Materials. Additionally, within thirty (30) days of the audit request, Licensee will provide to Hatch all records and information reasonably requested by Hatch in order to verify Licensee’s Installation of and Access to the Licensed Materials. Licensee will provide reasonable cooperation to enable any such audit. If Hatch determines that Licensee’s Installation of or Access to the Licensed Materials is not in conformity with this Agreement, Licensee will obtain immediately and pay for valid license(s) to bring Licensee’s Installation and Access into compliance and pay the reasonable costs of the audit.
    7. Language. The parties hereto confirm that it is their wish that this Agreement, as well as other documents relating hereto, including notices, have been and shall be written in the English language only. Les parties ci-dessus confirment leur désir que cet accord ainsi que tous les documents, y compris tous avis qui s’y rattachent, soient rédigés en langue anglaise.
    8. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. The parties acknowledge that, in entering into this Agreement, they are not relying on any agreements, discussions, communications, agreements, representations, warranties, advertising or understandings other than as expressly set forth in this Agreement. Terms stipulated by Licensee in any communication by Licensee which purport to modify this Agreement will be void and of no effect unless agreed in a writing signed by an authorized representative of Hatch. Any other modifications to this Agreement will also be invalid unless agreed to in a writing signed by an authorized representative of Hatch.

Exhibit A
Definitions

  1. “Access” or “Accessed” means, with respect to a computer program or other materials, (a) to use or execute the computer program or other materials or (b) to use or otherwise benefit from the features or functionality of the computer program or other materials.
  2. “Agreement” means this License Agreement, including Exhibit A and Exhibit B hereto, together with the applicable Order, which is incorporated in this Agreement by reference.
  3. “Computer” means (i) a single electronic device, with one or more central processing units, that accepts information in digital form and manipulates the information for a specific result based on a sequence of instructions, or (ii) a software implementation of such a device (virtual machine).
  4. “Customer Information” means the information about Licensee provided to Hatch by or on behalf of Licensee, using the Website, in connection with Licensee’s order for Licensed Materials.
  5. “Evaluation Purposes” means purposes of evaluation and demonstration of the capabilities of the Software or Supplemental Materials but excludes competitive analysis and any commercial, professional, or other for-profit purposes.
  6. “Excluded Materials” means any materials, including Software, Supplemental Materials or User Documentation that may be provided or become available to Licensee, by any means, for which Licensee does not have an Order or Licensee has not paid (and continued to pay) the Fee.
  7. “Fee” means the fee that Licensee is required to pay to Hatch for the license of the Licensed Materials for the Term, as set out in the applicable Order or otherwise agreed in writing between the parties.
  8. “Hatch” means Hatch Ltd.
  9. “Install,” “Installed” and “Installation” means, with respect to a computer program or other materials, to copy the program or other materials onto a hard disk or other storage medium.
  10. “Licensed Materials” means Software, Supplemental Materials and User Documentation that Licensee is able to download after (i) clicking on the “accept” button or otherwise indicating acceptance of this Agreement and (ii) paying the Fee. Licensed Materials include, without limitation, any error corrections, patches, service packs, updates to, and new versions of, the Licensed Materials that Hatch provides or makes available to Licensee.
  11. “Licensee” means (a) the company or other legal entity on behalf of which Licensed Materials are ordered, if the Licensed Materials are ordered on behalf of such an entity (e.g. by an employee or other authorized representative) or (b) if there is no such entity, the individual person who accepts this Agreement (e.g. by selecting the “accept” button or otherwise indicating assent to this Agreement, or by installing, downloading, accessing, or otherwise copying or using all or any portion of the Licensed Materials). For clarification, “Licensee” refers only to a single, specific legal entity or individual person, and does not include any subsidiary or affiliate of any such legal entity or individual person or any other related person.
  12. “Licensee’s Internal Business Needs” means, in reference to Licensed Materials, the use of such Licensed Materials (and the features and functionality thereof) by Licensee’s Personnel to meet the internal requirements of Licensee’s business in the ordinary course of such business.
  13. “License Key” means a string of alphanumeric characters provided by Hatch to Licensee in an Order that enables Licensee to Install and Access the Licensed Materials that Licensee has ordered using the Website, in accordance with the applicable License Type.
  14. “License Type” means one of the types of license for Licensed Materials described in Exhibit B, and the terms that apply to it, including the Permitted Number, as set out in Exhibit B.
  15. “Order” means a written confirmation sent to Licensee by Hatch, electronically or otherwise, that (a) identifies the Software that Licensee has ordered using the Website, with the applicable License Type and Fee and (b) contains the License Key.
  16. “Permitted Number” means, for any License Type, the maximum number of Computers on which the Licensed Materials may be Installed and Accessed by Licensee under such License Type.
  17. “Personnel” means (a) where Licensee is a company or other legal entity, Licensee’s individual employees and independent contractors who Install and Access the Licensed Materials only on Computers owned or leased by Licensee, and (b) where Licensee is an individual person, only that individual person.
  18. “Software” means a computer program, or a module or component of a computer program, distributed or made available by Hatch.
  19. “Stand-Alone Basis” means (i) the Licensed Materials are Installed on a single Computer and (ii) the Licensed Materials cannot be Installed on, or operated, viewed or otherwise Accessed from or through any other Computer (e.g. through a network connection of any kind).
  20. “Supplemental Materials” means materials, other than Software and related User Documentation, that are distributed or made available by Hatch for use with Software. Supplemental Materials include, without limitation, (a) content, such as sample drawings and designs, modules for drawings and designs, and representations of elements used in drawings and designs, and (b) background materials, such as building codes.
  21. “Uninstall” means to remove or disable a copy of Licensed Materials from a hard drive or other storage medium through any means or otherwise to destroy or make unusable a copy of the Licensed Materials.
  22. “Upgrade” means a full commercial version of Licensed Materials (a) that is a successor to or substitute for a Previous Version, (b) that is provided to a Licensee who has previously licensed the Previous Version and (c) for which Hatch generally charges a separate fee. Whether Licensed Materials are an Upgrade will be determined by Hatch and specified in the applicable Order.
  23. “User Documentation” means the explanatory or instructional materials for Software or Supplemental Materials, whether in printed or electronic form, that Hatch incorporates in the Software or Supplemental Materials or otherwise provides to Licensee.
  24. “VPN” means a virtual private network.
  25.  “WAN” means a wide area network.
  26. “Website” means the e-commerce website at www.pneucalc.com used by Hatch for marketing the Software and other Licensed Materials, or any replacement for or successor to that website.

Exhibit B
License Types

  1. License for One Computer. If an Order identifies the License Type as “1 Computer,” then Licensee may Install a single primary copy of the specific release of the Licensed Materials designated in that Order on one (1) Computer, on a Stand-Alone Basis, and permit Access to such primary copy of the Licensed Materials solely by Licensee’s Personnel, and solely for Licensee’s Internal Business Needs. The Permitted Number for this License Type is one (1). No more than twice during the Term, Licensee may Uninstall the Licensed Materials from the Computer and Install the Licensed Materials on a different Computer. Without limiting the generality of the preceding sentence, Licensee may not Install the Licensed Materials on more than two different virtual machines during the Term.
  2. License for Five Computers. If an Order identifies the License Type as “5 Computers,” then Licensee may Install primary copies of the specific release of the Licensed Materials designated in that Order on up to five (5) Computers, on a Stand-Alone Basis, and permit Access to such copies of the Licensed Materials solely by Licensee’s Personnel, and solely for Licensee’s Internal Business Needs. The Permitted Number for this License Type is five (5). No more than twice during the Term, Licensee may Uninstall the Licensed Materials from any Computer and Install the Licensed Materials on a different Computer. Without limiting the generality of the preceding sentence, Licensee may not Install the Licensed Materials on more than two different virtual machines during the Term. For clarity, the restrictions described in the two preceding sentences apply to each individual Computer on which the Licensed Materials are initially Installed, in accordance with the Permitted Number.
  3. Evaluation License. If an Order identifies the License Type as an “Evaluation License,” Licensee may Install a copy of the specific release of the Licensed Materials designated in that Order on one (1) Computer, on a Stand-Alone Basis, and permit Access to such copy of the Licensed Materials, solely by Licensee’s Personnel, and solely for Evaluation Purposes. The Permitted Number for this License Type is one (1).