End-User License Agreement

2 MacArthur Place, Santa Ana, California 92707Telephone: 800.345.2078; 714.540.8900Fax: 714.784.4056Web: www.mscsoftware.com

MSC.SOFTWARE CORPORATION (MSC) IS WILLING TO LICENSE THE ENCLOSED SOFTWARE AND DOCUMENTATION (COLLECTIVELY THE SOFTWARE) TO YOU ONLY ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS IN THIS AGREEMENT.

IT IS IMPORTANT THAT YOU READ THIS AGREEMENT CAREFULLY BEFORE USING, OPENING, INSTALLING OR ACCESSING THE SOFTWARE. BY SUCH USE OR INSTALLATION, YOU AGREE TO BE BOUND BY ALL OF THE AGREEMENTS TERMS AND CONDITIONS. BY CLICKING ON THE I Accept BUTTON BELOW, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY IT. IF YOU DO NOT AGREE TO ANY OF THE TERMS BELOW, MSC.SOFTWARE IS UNWILLING TO LICENSE THE SOFTWARE TO YOU, AND YOU SHOULD CLICK ON THE I Do Not Accept BUTTON BELOW TO DISCONTINUE THE INSTALLATION OR DOWNLOADING PROCESS. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MAY NOT USE THE SOFTWARE AND YOU MAY RETURN THE SOFTWARE WITHIN TEN (10) DAYS OF ITS PURCHASE BY YOU FOR A REFUND. IF YOU ARE INSTALLING AN EVALUATION VERSION OF THE SOFTWARE, ADDITIONAL OR DIFFERENT TERMS AND CONDITIONS, AS DESCRIBED IN THIS AGREEMENT, APPLY TO YOUR USE OF THE SOFTWARE. BY CLICKING I Accept YOU AGREE TO THESE ADDITIONAL TERMS.

Grant of License. MSC grants to you a non-exclusive, non-transferable license to use the enclosed Software in executable code form and its user documentation for the period of time described in the corresponding invoice or quote (License Term). The Software is licensed, not sold, to you for use only under the terms of this Agreement. Title, copyright and trade secrets in the Software, including copies made by you, remain with MSC and its licensors. You understand and agree that MSC may integrate software licensed from MSCs licensors with the Software, and that the license granted hereunder does not include, and you are expressly prohibited from using, the integrated software independently from the Software. MSC reserves all rights not expressly granted to you by this Agreement and the license granted herein is limited solely to the uses specified in this Agreement.

You must have a reasonable mechanism or process to (a) ensure that the number of users at any one time does not exceed the authorized number of users indicated in this Agreement or the documentation provided with the Software, the Master License or the Invoice (if no number is specified, then the authorized number of users is one (1)), and (b) prevent access to the Software by any person not authorized under this Agreement to install and use the Software.

PERMITTED USES. You may:

(a)Use the Software only for your own personal or internal purposes and for non-remunerated demonstrations (but not for delivery or sale) in connection with your personal or internal purposes.(b)If this license is to a commercial organization, use the Software only if you are an employee of such organization.(c)If this license is to an academic institution, use the Software only if you are a faculty member at such institution and hold a valid faculty ID, or a registered student at such institution and hold a valid student ID.(d)If this license authorizes one (1) user, install and use the Software on only one (1) computer at any time.(e)If this license authorizes more than one (1) user as indicated on the corresponding receipt evidencing the purchase of more than a single user license, install and use the Software only at a Single Site (i.e., a campus in the case of an academic institution or a building in the case of a commercial organization) on a number of stand-alone computers, or on a computer network, up to a number equal to or less than the number of authorized users, with simultaneous access up to the maximum number of authorized users. Access by anyone located more than 5 miles from the Single Site is not permitted.(f)Make copies of the Software only for archival purposes, provided you reproduce and include any proprietary notices, copyright notices, labels or marks on the Software.(g)FOR EVALUATION SOFTWARE: In addition to the permitted uses described in Sections (a) - (f) above, You may only use the evaluation Software, during the evaluation period, and only for the purpose of evaluating the capabilities and performance of the evaluation software.

NON-PERMITTED USES. You may NOT:

(a)Modify, translate, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software, or authorize any third party to do any of the foregoing, or copy (except for archival purposes) the Software, except to the extent allowed under applicable law. You acknowledge that the Software and its structure, organization and source code constitute valuable trade secrets of MSC and its licensors.(b) Rent, sell, assign, transfer or grant any rights in the Software to any person or entity without the prior written consent of MSC which, if given, is subject to the transferees consent to the terms and conditions of this Agreement.(c) Remove any proprietary notices, labels or marks on the Software.(d) FOR EVALUATION SOFTWARE: In addition to the restrictions described in Sections (a) - (c) above, You may not use the evaluation Software for production or actual work-related activities.

TERM AND TERMINATION. This Agreement is effective from the time you first use the Software or the time you click the Yes button, whichever is earlier, and will continue until the Agreement is terminated. This Agreement will terminate automatically in the event that you breach any of the terms or conditions of the Agreement, which will enable MSC to pursue all appropriate remedies. You agree to return to MSC at your expense, all copies of the Software upon termination of the Agreement.

WARRANTY. MSC warrants that the Software, when delivered and properly installed and used unmodified in accordance with its documentation, will for a period of thirty (30) days after MSCs date of shipment be free of defects and conform in all material respects to MSCs published specifications as set forth in its documentation. MSC does not warrant that the operation of the Software will be uninterrupted or that the Software is error free. You must notify MSC in writing within twenty (20) days after the date of shipment of your claim of defect or material nonconformance, and demonstrate such defect or nonconformance to MSCs reasonable satisfaction. If MSC determines that the Software is defective, MSC shall repair or replace the Software or make reasonable efforts to otherwise remedy such defects, and this shall be MSCs sole obligation and your sole remedy. Any replacement Software will be warranted through the remainder of the original warranty period or thirty (30) days, whichever is longer. If any modification is made to the Software, this warranty shall immediately and automatically terminate and MSC shall be released from any further obligations hereunder. THE FOREGOING WARRANTY IS NOT APPLICABLE TO EVALUATION SOFTWARE.

DISCLAIMER. THE LIMITED WARRANTY SET FORTH IN THIS AGREEMENT IS THE ONLY WARRANTY MADE BY MSC AND ITS LICENSORS. MSC AND ITS LICENSORS MAKE AND YOU RECEIVE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, AND EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY MSC, ITS EMPLOYEES, DISRIBUTORS, DEALERS, OR AGENTS SHALL INCREASE THE SCOPE OF THE ABOVE WARRANTY OR CREATE ANY NEW WARRANTIES. THE LIMITED WARRANTY SET FORTH IN THIS AGREEMENT IS IN LIEU OF ALL LIABILITIES OR OBLIGATIONS OF MSC AND ITS LICENSORS FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE DELIVERY, USE OR PERFORMANCE OF THE SOFTWARE. MSCS AND ITS LICENSORS TOTAL LIABILITY FOR ALL CLAIMS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND PRODUCT LIABILITY) OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, OR RESULTING FROM THE LICENSE, DELIVERY, INSTALLATION, USE, SUPPORT, OR MAINTENANCE OF THE SOFTWARE, SHALL NOT EXCEED THE LICENSE FEE PAID BY YOU TO MSC FOR THE SOFTWARE. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE.

INDEMNITIES. MSC will indemnify you and your company for any claims brought by a third party that the Software infringes upon any U.S. copyright, U.S. patent or misappropriates a U.S. trade secret of any third party. If the Software or Documentation becomes, or in MSCs opinion is likely to become the subject of a claim of infringement or misappropriation, MSC may, at its option and expense, elect to: (a) obtain the right for You to continue using the Software, or (b) replace or modify such Software or Documentation so that it is no longer subject to the claim of infringement. If neither alternative is available on commercially reasonable terms, then, at the request of MSC, You will discontinue use and return the Software and Documentation and MSC will grant a credit for the fees actually paid to MSC, less a reasonable offset for usage to date. In the event MSC exercises the credit option, then any applicable license(s) will be deemed terminated. The indemnity obligation set forth in this paragraph will not apply to the extent that such claim is the result of; (i) Your use of the Software not in accordance with the terms of this Agreement, (ii) any modification to or revision of the Software other than by MSC; (iii) any use of the Software in combination with data or software not supplied by MSC, if the claim would not have occurred but for the combination, or (iv) Your use of other than the most current version of the Software provided to You by MSC. You and your company agree to indemnify MSC against any third party claims for personal injury or property damage arising out of or resulting from the use you make of the Software. These indemnity obligations are conditioned on the indemnified party notifying the indemnifying party promptly in writing of such claim, the indemnified party giving the indemnifying party sole control of the defense thereof and any related settlement negotiations, and the indemnified party cooperating and, at the indemnifying partys request and expense, assisting in such a defense.

LIMITATIONS OF LIABILITY. REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, IN NO EVENT WILL MSC, ITS LICENSORS, AGENTS OR RELICENSORS BE LIABLE FOR ANY DAMAGES, INCLUDING LOSS OF DATA, LOST PROFITS, COST OF COVER OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES OF ANY KIND ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY. THIS LIMITATION WILL APPLY EVEN IF ANY ONE OR ALL OF THEM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE. YOU ACKNOWLEDGE THAT THE LICENSE FEE REFLECTS THIS ALLOCATION OF RISK. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

COPYRIGHT OWNERSHIP. You acknowledge that the Software and its documentation constitute copyrighted works protected by the federal and international copyright laws, including without limitation the U.S. Copyright Act of 1976, as amended. You acknowledge and agree that all such copyrights and intellectual property rights are owned by and remain with MSC (or its licensors), and you shall not take any action that would infringe upon any such copyrights, intellectual property rights or other proprietary rights of MSC (or its licensors).

GOVERNMENT USE. The Software is a commercial item as that term is defined at FAR 2.101, consisting of commercial computer software and commercial computer software documentation as such terms are used in 48 C.F.R. 12.212, and is provided to the U.S. Government only as a commercial end item. Consistent with FAR 12.212 and DFARS 227.7202, all U.S. Government end users acquire the Software with only those rights set forth herein.

EXPORT LAW. The Software and related technology are subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree to strictly comply with all such laws and regulations and acknowledge that you have the responsibility to obtain such licenses to export, re-export, or import as may be required. You will indemnify and hold MSC harmless from any and all claims, losses, liabilities, damages, fines, penalties, costs and expenses (including attorneys fees) arising from or relating to any breach by you of your obligations under this paragraph. Your obligations under this paragraph will survive the expiration or termination of this Agreement.

GENERAL. This Agreement is a complete and exclusive statement of all the terms and conditions of the agreement between you and MSC and shall not be modified by any purchase order or acknowledgement, even though MSC may have signed such a document. If this Software is distributed pursuant to an MSC.Software License Agreement signed by each party (the Master License), the terms of this Agreement shall supplement but not supercede the terms of the Master License. If any term or provision of this Agreement shall be found to be illegal, void, or for any reason unenforceable, it shall in no way affect the validity or enforceability of the remaining provisions of this Agreement. MSCs licensors are third-party beneficiaries to this Agreement and, to the extent applicable, this Agreement is enforceable by MSCs licensors in addition to MSC. The failure of either party to require performance by the other party of any provision hereof shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the provision itself. Neither this Agreement nor any rights or obligations of you the user hereunder may be assigned by you in whole or in part without the prior written approval of MSC. The 1980 United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State of California in the United States of America.

1996-2004 The MSC.Software Corporation. All rights reserved.