End User License Agreement

End User License Agreement for the PracSim Module Family

Version: 2026-06-12

This is a legal agreement between you ("Licensee" or "You") and Practical Simulation Solutions LLC, a Utah limited liability company ("PracSim"). Licensee and PracSim are each a "Party" and together the "Parties".

PracSim is willing to license this Software to Licensee only on the condition that Licensee accepts all of the terms and conditions of this end user license agreement (the "Agreement"). Please read this Agreement carefully. Continuing with the setup procedure, installing, activating, or otherwise using the Software indicates Licensee's acceptance of all of the terms and conditions of this Agreement, including the warranty disclaimers and limitations of liability set forth below ("Acceptance"). If Licensee does not agree to the terms and conditions, Licensee may not setup, install, activate, or otherwise use the Software and shall destroy or return the Software and all copies and accompanying documentation.

1. Definitions

"Affiliated Companies" means companies in which Licensee directly or indirectly holds a majority interest, or which are directly or indirectly controlled by Licensee.

"Documentation" means the end-user documentation, user guides, release notes, help files, knowledge base articles, and online materials that PracSim makes available for the Software.

"FlexSim Platform" means the FlexSim simulation software product distributed by FlexSim Software Products, Inc., an Autodesk Inc. company, on which the Modules operate.

"Intellectual Property Right" means any patent, utility model, design (whether registered or not), invention, database right, copyright (and any future copyright), domain name, trademark, trade name, trade secret, and any other industrial or intellectual property right, whether registered or not, together with all applications, divisions, continuations, renewals, re-exams, and reissues for any of the foregoing, and the right to prosecute, enforce, and obtain remedies for any of them.

"Licensee Models" means the simulation models, layouts, scenarios, datasets, scripts, 3D shapes, libraries, custom code, and other content that Licensee creates, authors, or configures using the Software.

"Module" means any individual software product within the PracSim Module Family that PracSim makes available to Licensee, whether for a fee or free of charge, under the "PracSim" brand for use with the FlexSim Platform. The current list of available Modules is published at https://www.pracsimsolutions.com/products.

"Order" means the order form, online checkout, quotation, or other written record of Licensee's purchase, trial enrollment, or grant of a Module by PracSim, including any record reflected in Licensee's account on the PracSim customer portal.

"Output" has the meaning given in Section 7.5.1, and includes any numeric estimate, chart, animation, event log, throughput figure, capacity calculation, schedule prediction, performance measure, or data export in any format produced by the Software.

"PracSim License Manager" or "PSSLM" means the licensing runtime distributed by PracSim that performs activation, machine binding, license verification, and license return for paid Modules. PSSLM is a Module within the PracSim Module Family and is licensed under this Agreement as a Free License.

"Software" or "Licensed Software" means any Module licensed to Licensee under this Agreement, including its end-user Documentation, accompanying documentation, add-ons, extensions, libraries, fixes, plug-ins, updates, and other related materials, and any and all copies, modifications, functionally-equivalent derivatives, documentation, or parts or portions thereof.

"Third-Party Component" means a software component, including but not limited to Open Source Software, embedded in or accompanying the Software and provided under separate license terms.

"Website Terms" means the PracSim website terms of service published at /terms (or successor URL), which govern access to and use of the PracSim customer portal, dashboard, billing, and related online services. The Website Terms are a separate agreement and are not incorporated into this Agreement.

2. Grant of License

The Software is owned by PracSim and its licensors. It is licensed, not sold. Upon Acceptance, and subject to Licensee's continuing compliance with this Agreement, PracSim grants Licensee a non-exclusive, non-transferable, non-sub-licensable, limited license in object-code form to install and use the Software on the supported devices identified in or permitted by the applicable Order, in accordance with the obligations, restrictions, and the specific license type identified in the Order.

The specific terms below apply based on the license type identified on the applicable Order. If the Order is silent, the most restrictive applicable type controls. Where multiple types appear on a single Order (for example, a Trial that converts to an Annual), each type governs the period in which it is in effect.

2.1 Standalone Installation

Unless an Order expressly grants a different installation right, each license entitles Licensee to install and activate the Software on one supported computer at a time. Licensee may transfer an active license to a different computer by first returning (deactivating) the license from the originating computer via the in-FlexSim license management interface or by contacting PracSim support. The number of license transfers is limited to three (3) per calendar month per license, except where a higher number is expressly granted in writing by PracSim. PracSim may waive this limit on request where machine failure or hardware replacement is the cause.

Unless expressly granted in writing by PracSim, a Standalone license does not entitle Licensee to: (a) make the Software available for simultaneous use by multiple users over a network; (b) install the Software on a server and allow users to access it remotely; or (c) install the Software in a virtual machine for the purpose of multiplexing or sharing the license among multiple end users.

Consulting and service-provider use. Licensee may use the Software in the ordinary course of providing simulation, design, or consulting services to its own end-client customers, provided that (a) each instance of the Software is activated to a workstation owned or controlled by Licensee or a member of its workforce, (b) the end client is not granted any direct access to the Software, and (c) Licensee remains responsible for compliance with this Agreement as to all use under the consulting engagement.

2.2 Trial License

A Trial License is granted for a limited evaluation period stated in the Order or the Documentation (currently fourteen (14) days from activation, subject to change in future versions of the Software). Use of the Software under a Trial License is permitted solely for the purpose of evaluating the Software's fitness for Licensee's intended use prior to purchasing a paid license. Notwithstanding any other provision of this Agreement, a Trial License is provided "AS IS" without indemnification, support, or warranty of any kind, express or implied. Output produced under a Trial License may be retained by Licensee for its internal evaluation purposes; commercial deployment of that output is permitted only if Licensee subsequently obtains a paid license covering the same Module.

2.3 Annual License

An Annual License is granted for a fixed term of three hundred sixty-five (365) days from the date of activation (or such other annual period stated in the Order). Annual Licenses do not auto-renew. Continued use of the Software after expiry requires Licensee to purchase a new license. PracSim may send reminder notifications in advance of expiry as a courtesy but is under no obligation to do so.

2.4 Free License

A Free License covers Modules that PracSim makes available at no charge, including but not limited to PSSLM. A Free License is granted for as long as PracSim continues to publish the applicable Module and is otherwise governed by all terms of this Agreement. Notwithstanding any other provision of this Agreement, Software licensed under a Free License is provided "AS IS" without indemnification, support, or warranty of any kind, express or implied, and PracSim's aggregate liability for any claim arising out of or related to a Free License is capped as set out in Section 9.

2.5 Bundle License

A Bundle License grants licenses simultaneously to multiple Modules delivered to Licensee as a single product, as listed in the applicable Order. Modules and components licensed under a Bundle License may not be separated for installation or access except as expressly authorized in writing by PracSim. Where the Order specifies a tier (for example, "Trial" or "Annual") for a Bundle, that tier applies to every Module included in the Bundle unless otherwise stated.

2.6 Backup Copy

Licensee may make copies of the Software and the associated license file as reasonably necessary for the use authorized above, solely for backup or archival purposes. No other copies may be made. Each copy must reproduce all copyright and other proprietary notices on or in the Software.

3. Activation, Machine Binding, and Online Services

The Software requires Licensee to (a) activate the Software via PSSLM, which binds the license to a machine fingerprint of the activating computer, and (b) periodically verify the license file on subsequent launches.

Telemetry posture. Activation and license return require an internet connection and cause Licensee's computer to transmit a hardware and OS fingerprint and license-key identifier to PracSim's licensing infrastructure (currently operated through Keygen, Inc.) solely for the purpose of issuing, verifying, or returning the license. The Software does not transmit usage telemetry, model contents, or simulation data to PracSim outside the narrow activation/return path. Once activated, license verification occurs locally against a cryptographically signed machine file; no per-launch network call to PracSim is made.

Privacy. Information collected as part of activation is processed in accordance with the PracSim Privacy Policy published at /privacy (or successor URL).

Suspension. Failure to complete activation, validation, or license return, or PracSim's reasonable determination of fraudulent or unauthorized use of the Software, may result in reduced functionality, inoperability of the Software, or suspension or termination of the license. PracSim will use commercially reasonable efforts to contact Licensee before suspension for reasons other than confirmed fraud.

Deactivation. Licensee may deactivate and return the Software from its computer in order to activate it on another computer in accordance with this Agreement. Deactivation generally requires internet connectivity. If a machine becomes permanently unavailable (theft, hardware failure) before deactivation, Licensee may request an administrative return by contacting .

4. Restrictions

The Software is not designed or intended for use in critical safety systems, including but not limited to nuclear facilities, aircraft or aerospace communication or control systems, medical life-support systems, or any other context in which failure of the Software could lead to death, personal injury, or severe environmental or property damage.

Licensee shall not use the Software for any purpose other than the purposes for which it is licensed. Any use for unauthorized purposes may result in additional charges and termination of the license.

Licensee shall not:

(a) use, copy, modify, or transfer the Software or any copy, modification, or merged portion, in whole or in part, except as expressly provided in this Agreement;
(b) modify, alter, adapt, translate, reverse-engineer (except as to bundled Open Source Components to the extent their separate license expressly grants such right and applicable law does not permit waiver), decompile, disassemble, or attempt to discover the source code, underlying ideas, algorithms, file formats, or programming interfaces of the Licensed Software, the Documentation, or any portion thereof, or attempt to do so;
(c) remove or cause to be removed any copyright, trademark, patent, or other proprietary legend or notice from any copy of the Licensed Software or Documentation, or any portion thereof;
(d) rent, lease, sub-license, lend, distribute, or transfer the Software, except as expressly permitted in Section 11;
(e) use the Software to offer time-sharing, service-bureau, "as-a-service", or other computer-based services to third parties, except as expressly authorized in a separate written agreement with PracSim;
(f) use the Software to develop a product that competes with the Software or any other Module in the PracSim Module Family;
(g) use PracSim's name, the "PracSim" mark, or any PracSim designation in association with Licensee's application software, deliverables, or marketing materials in a manner likely to suggest endorsement or partnership, without PracSim's prior written consent; or
(h) circumvent or attempt to circumvent the activation, machine binding, license verification, or expiration mechanisms of PSSLM or any other Module.

5. Ownership

5.1 PracSim Software

PracSim and its licensors retain all right, title, and interest in and to the Software, all copies and portions thereof, and all improvements, enhancements, modifications, and derivative works thereof, and all Intellectual Property Rights therein. Licensee acknowledges and agrees that PracSim and its licensors hold the Intellectual Property Rights in the Software, and that except as expressly provided in this Agreement, Licensee is not granted any other right or license to patents, copyrights, trade secrets, or trademarks with respect to the Software.

5.2 Licensee Models and Output

As between Licensee and PracSim, Licensee Models and the output Licensee generates by running Licensee Models are the exclusive intellectual property of Licensee. PracSim claims no right, title, or interest in Licensee Models or Licensee's simulation output, except for any (i) PracSim-provided libraries, templates, sample models, 3D shapes, code snippets, or documentation embedded in or referenced by Licensee Models, which remain the property of PracSim and its licensors and are licensed under this Agreement, and (ii) any feedback Licensee voluntarily provides to PracSim regarding the Software, which Licensee grants PracSim a perpetual, royalty-free, non-exclusive, worldwide license to use without attribution or obligation.

5.3 Third-Party Components; Additional Terms

The Software may contain or be delivered with one or more Third-Party Components identified by PracSim in the installer, Documentation, "about" dialog, THIRD-PARTY-NOTICES file, third-party click-accept, or elsewhere, as being subject to separate license terms, disclaimers of warranties, maintenance, limited warranties, or other terms and conditions ("Additional Terms"). Licensee agrees to the applicable Additional Terms for any such Third-Party Component. In the event of a conflict between this Agreement and the Additional Terms with respect to a Third-Party Component, the Additional Terms control as to that Third-Party Component only.

5.4 FlexSim Platform

The Software is designed to operate on the FlexSim Platform. Use of the FlexSim Platform is governed by a separate license agreement between Licensee and FlexSim Software Products, Inc. and/or Autodesk Inc. PracSim is not a party to that agreement and makes no representation regarding the terms on which Licensee licenses the FlexSim Platform.

6. Protection and Confidentiality

6.1 Protection of IP

Licensee acknowledges that the Software contains valuable Intellectual Property Rights of PracSim and its licensors. Licensee will at all times recognize and act consistently with PracSim's and its licensors' Intellectual Property Rights in the Software, regardless of whether patents have been issued thereon, and will not intentionally or negligently act, or fail to act, in a manner that harms such Intellectual Property Rights.

6.2 Confidentiality

For purposes of this Agreement, "Confidential Information" means the Software and any other non-public information, software, or technical data provided by PracSim to Licensee, whether marked as confidential or not, that a reasonable recipient would understand to be confidential. Licensee shall (a) hold Confidential Information in strict confidence and not disclose or otherwise make it available to any third party, except as necessary for the proper performance of its regulatory obligations or its rights under this Agreement; (b) impose confidentiality restrictions at least as protective as those in this Agreement on any party to whom Confidential Information is disclosed; (c) protect the Confidential Information with at least the same precautions it uses for its own confidential information of like importance, and in no event less than reasonable precautions; and (d) not use the Confidential Information for any purpose other than the purposes for which it was disclosed.

Confidential Information does not include information that (i) is or becomes publicly known through no fault of Licensee; (ii) was rightfully in Licensee's possession without restriction before disclosure by PracSim; (iii) is independently developed by Licensee without use of or reference to the Confidential Information; or (iv) is rightfully received by Licensee from a third party without restriction.

7. Limited Warranty

PracSim warrants that, for a period of ninety (90) days from the date of delivery to Licensee (the "Warranty Period"), the Software will perform substantially in accordance with the Documentation provided by PracSim.

Remedies. Licensee's sole and exclusive remedy, and the entire liability of PracSim and its suppliers under this limited warranty, will be at PracSim's option to either (a) repair the Software, (b) replace the Software, or (c) terminate the applicable license and refund the license fee paid for the Software, provided in each case that the alleged error or defect is reported in writing to during the Warranty Period. Any replacement Software is warranted for the remainder of the original Warranty Period or thirty (30) days, whichever is longer.

Exclusions. This limited warranty does not apply if the Software (i) has been altered, except by PracSim or its authorized representative; (ii) has not been installed, operated, repaired, or maintained in accordance with the Documentation; (iii) has been subjected to abnormal physical or electrical stress, abnormal environmental conditions, misuse, negligence, or accident; (iv) is licensed under a Trial License, Free License, beta or pre-release license, or other no-charge or evaluation license; or (v) has been used in a manner constituting a breach of this Agreement.

Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 8, THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTY OF ANY KIND. ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SATISFACTORY QUALITY, NON-INTERFERENCE, ACCURACY OF INFORMATIONAL CONTENT, OR ARISING FROM A COURSE OF DEALING, LAW, USAGE, OR TRADE PRACTICE, ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND ARE EXPRESSLY DISCLAIMED BY PRACSIM, ITS SUPPLIERS, AND ITS LICENSORS. PRACSIM DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET LICENSEE'S REQUIREMENTS, THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL ERRORS OR DEFECTS WILL BE CORRECTED. WITHOUT LIMITING THE FOREGOING, PRACSIM DOES NOT WARRANT THE ACCURACY, RELIABILITY, COMPLETENESS, OR FITNESS OF ANY OUTPUT OR SIMULATION RESULT FOR ANY USE; PRACSIM MAKES NO REPRESENTATION THAT ANY OUTPUT WILL CORRESPOND TO, PREDICT, OR REPRODUCE ANY REAL-WORLD OUTCOME; AND PRACSIM DOES NOT WARRANT THAT THE SOFTWARE OR ANY OUTPUT COMPLIES WITH ANY SAFETY, ENGINEERING, INDUSTRY, OR REGULATORY STANDARD.

Professional judgment. The Software is a simulation tool that supports decision-making; it is not a substitute for Licensee's own professional judgment, independent testing, design, estimation, analysis, or the validation required by Section 7.5. Licensee acknowledges that the Software may not have been designed or tested for Licensee's specific use and that the Software and its output may not achieve the results Licensee desires within Licensee's constraints. It is Licensee's responsibility to (a) determine whether use of the Software is appropriate for Licensee's purposes; (b) determine the appropriate use of the Software; and (c) select the Software and other computer programs and materials, in each case to help achieve Licensee's intended results.

Licensee acknowledges and agrees that PracSim has set its prices and entered into this Agreement in reliance on the disclaimers of warranty and the limitations of liability set forth in this Agreement, that the same reflect an allocation of risk between the Parties (including the risk that a contract remedy may fail of its essential purpose and cause consequential loss), and that the same form an essential basis of the bargain between the Parties.

7.5 Simulation Outputs and Independent Validation

7.5.1 Nature of Outputs. Any output produced by the Software (including without limitation numeric estimates, charts, animations, event logs, throughput figures, capacity calculations, schedule predictions, performance measures, and exports in any format, each an "Output") represents the result of a computer model executing against inputs and assumptions supplied by Licensee or its users. Outputs are estimates produced by a model. They are not predictions of real-world outcomes, not guarantees of performance, and not engineering calculations.

7.5.2 Mandatory Independent Validation. Before making any business, operational, financial, contractual, capital expenditure, hiring, procurement, layout, scheduling, safety, or regulatory decision in reliance on any Output, Licensee shall independently validate that Output by means appropriate to the magnitude and nature of the decision. Validation may include, without limitation:

(a) independent calculation by qualified personnel, including reasonableness checks against first-principles math;
(b) sensitivity analysis to confirm that small changes in inputs do not materially change the conclusion;
(c) comparison of model results against historical data, pilot studies, benchmark data, or measured performance from comparable real-world systems;
(d) expert review by personnel qualified in the relevant engineering, operational, financial, safety, or regulatory domain;
(e) verification that the inputs supplied to the Software accurately represent the real-world system being modeled, including layout dimensions, equipment specifications, process times, distributions, demand profiles, shift patterns, and breakdown rates; and
(f) any additional validation channels customary in Licensee's industry or required by Licensee's professional, contractual, or regulatory obligations.

The required depth of validation scales with the magnitude of the decision. Decisions involving significant capital expenditure, safety implications, or regulatory exposure require more rigorous validation than decisions of lesser consequence.

7.5.3 No Reliance Without Validation; Burden; Waiver. Licensee shall not rely on any Output for a material decision without first completing independent validation as described in Section 7.5.2. Licensee bears the burden of demonstrating, by appropriate evidence in any claim, demand, action, suit, or proceeding against PracSim arising out of or relating in any way to Licensee's reliance on, interpretation of, or action taken because of any Output, that (a) Licensee completed the independent validation required by Section 7.5.2 before relying on the Output, and (b) the harm Licensee alleges was caused by a defect in the Software, and not by Licensee's inputs or assumptions, the FlexSim Platform, any third-party software, Licensee's modifications, Licensee's own decisions or operations, or any other cause. Without limiting the foregoing, Licensee irrevocably WAIVES and RELEASES PracSim from any claim arising from any decision Licensee made in reliance on an Output without first completing the validation required by Section 7.5.2.

7.5.4 The Software is a Decision Aid; Input Accuracy. Licensee acknowledges that the Software supports decision-making but does not make decisions, and that Licensee remains solely responsible for every decision made and every action taken in connection with its operations, regardless of whether such decisions are consistent with, inconsistent with, or independent of any Output. Outputs are only as good as the inputs Licensee supplies; Licensee is solely responsible for the accuracy, completeness, and appropriateness of every input, assumption, configuration, and parameter Licensee provides to the Software.

8. Indemnity

Licensee shall indemnify, defend, and hold PracSim, its partners, affiliates, contractors, officers, directors, employees, and agents (each an "Indemnified Party") harmless from and against any and all damages, losses, and expenses (including reasonable attorneys' fees) arising directly or indirectly from (a) Licensee's acts or omissions in using the Software in violation of this Agreement, (b) Licensee Models or output Licensee creates using the Software, and (c) any claim, demand, action, or proceeding asserted by any third party, including any end client of Licensee or any party to whom Licensee provided services, models, simulations, designs, or other deliverables involving the Software or any Output, arising out of or relating to Licensee's use of the Software or any Output generated by Licensee using the Software.

Indemnification procedure. PracSim's right to indemnification under this Section 8 is subject to PracSim (a) providing Licensee with prompt written notice of any claim for which indemnification is sought (provided that any delay in such notice shall not relieve Licensee of its indemnification obligations except to the extent Licensee is materially prejudiced by the delay), (b) giving Licensee sole control over the defense and any settlement of the claim, provided that Licensee shall not enter into any settlement that imposes any non-monetary liability or obligation on any Indemnified Party, makes any admission of fault by any Indemnified Party, or fails to include a full release of all Indemnified Parties from the claim, without PracSim's prior written consent (not to be unreasonably withheld), and (c) providing Licensee, at Licensee's expense, with reasonable cooperation in the defense. Any Indemnified Party may participate in the defense at its own expense with counsel of its choice.

9. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL PRACSIM BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY LOST PROFITS OR SAVINGS, LOST BUSINESS, LOSS OF DATA, LOSS OF REVENUE, LOSS OF USE OR MONEY, LOSS OF OPPORTUNITY, INJURY TO PERSON OR PROPERTY, OR ANY INCIDENTAL, SPECIAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (WHETHER OR NOT ALSO CONSTITUTING ONE OF THE FOREGOING SPECIFIC TYPES OF LOSS), WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER THEORY OF LEGAL LIABILITY, AND WHETHER OR NOT PRACSIM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

Liability cap. EXCEPT FOR LICENSEE'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 9 AND LICENSEE'S BREACH OF SECTIONS 4 (RESTRICTIONS), 5 (OWNERSHIP), OR 7 (CONFIDENTIALITY), PRACSIM'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT, ACROSS ALL CLAIMS AND CAUSES OF ACTION OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY LIABILITY ARISING OUT OF OR RELATING TO LICENSEE'S RELIANCE ON, INTERPRETATION OF, OR ACTION TAKEN BECAUSE OF ANY OUTPUT, AND WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER THEORY, SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY LICENSEE TO PRACSIM FOR THE SPECIFIC MODULE GIVING RISE TO THE FIRST SUCH CLAIM IN THE TWELVE (12) MONTHS PRECEDING SUCH FIRST CLAIM. SUBSEQUENT CLAIMS DO NOT RESET OR EXTEND THIS CAP. FOR SOFTWARE LICENSED UNDER A FREE LICENSE OR A TRIAL LICENSE, NO AMOUNT HAS BEEN PAID AND ACCORDINGLY PRACSIM'S AGGREGATE LIABILITY SHALL BE ZERO.

SHORTENED LIMITATION PERIOD. ANY CLAIM FOR DAMAGES UNDER THIS AGREEMENT MUST BE COMMENCED WITHIN ONE (1) YEAR FROM THE DATE LICENSEE BECAME AWARE OR REASONABLY SHOULD HAVE BECOME AWARE OF THE EVENT GIVING RISE TO THE CLAIM, AND IN NO EVENT LATER THAN TWO (2) YEARS FROM THE EVENT ITSELF. THIS SHORTENED LIMITATION PERIOD IS A MATERIAL TERM OF THIS AGREEMENT, IS A CONDITION OF THE LICENSE FEES SET FORTH IN THE ORDER, APPLIES NOTWITHSTANDING ANY LONGER STATUTORY LIMITATION PERIOD UNDER UTAH LAW OR ANY OTHER LAW (EXCEPT TO THE EXTENT SUCH LONGER PERIOD CANNOT BE WAIVED BY CONTRACT), AND IS DRAWN TO LICENSEE'S ATTENTION BY THE FOREGOING CAPITALIZED, BOLDFACE, AND HEADED FORMAT.

Essential purpose. The limitations in this Section 9 apply notwithstanding the failure of any limited remedy of its essential purpose.

Some jurisdictions do not allow the exclusion or limitation of incidental, consequential, or other damages, so the above limitations and exclusions may not apply to Licensee to the extent prohibited by applicable law.

10. Term and Termination

This Agreement is effective on Acceptance and continues until terminated as set out below or, in the case of a Trial License, Annual License, or other time-limited license, until expiration of the applicable license term.

Termination for breach. This Agreement will terminate automatically if Licensee fails to comply with its terms and conditions.

Termination by Licensee. Except for Trial Licenses and Annual Licenses (which terminate on expiry), Licensee may at any time terminate this Agreement by destroying the Software and all copies and reproductions of the Software and deleting and permanently purging the Software from any computer on which it has been installed.

Effect of termination. Upon termination for any reason, Licensee shall (a) cease all use of the Software; (b) destroy all copies of the Software, all of its component parts, all functionally-equivalent derivatives, and all portions and modifications thereof in any form; and (c) delete and permanently purge the Software from any computer on which it has been installed. Licensee shall, upon written request from PracSim, provide a written certification of compliance with the foregoing.

Survival. Sections 1 (Definitions), 4 (Restrictions, to the extent referring to use post-termination), 5 (Ownership), 6 (Confidentiality), 7 (Disclaimers), 8 (Indemnity), 9 (Limitation of Liability), 12 (Export), 13 (US Government), 14 (Governing Law and Dispute Resolution), and 15 (Miscellaneous) survive any termination or expiration of this Agreement.

11. Assignment and Transfer

Licensee may not sub-license, assign, or otherwise transfer this Agreement, any license granted hereunder, or the Software, except as expressly provided in this Agreement. Any attempted transfer in violation of this Section is void and terminates the affected license.

Internal reassignment. Where a license is held by an organization, an authorized administrator of that organization may reassign the license between its own employees or contractors, provided the prior holder has first returned the license via the in-FlexSim license management interface or via PracSim support.

Change of control. A transfer of all or substantially all of Licensee's assets or voting equity to a third party will not be considered a prohibited assignment, provided Licensee gives PracSim prompt written notice and the acquirer agrees in writing to be bound by this Agreement.

PracSim assignment. PracSim may assign this Agreement, in whole or in part, to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, without Licensee's consent.

12. Export Control

The Software is subject to United States and other applicable export control laws and regulations, including the U.S. Export Administration Regulations, the International Traffic in Arms Regulations, and applicable economic sanctions programs administered by the U.S. Department of the Treasury Office of Foreign Assets Control. Licensee shall not, directly or indirectly, export, re-export, transfer, or permit transshipment of the Software, any portion thereof, or any direct product of the Software (a) to any country or destination subject to U.S. embargo or comprehensive sanctions; (b) to any individual or entity on the U.S. Treasury Department's list of Specially Designated Nationals and Blocked Persons, the U.S. Commerce Department's Denied Persons List, Entity List, or Unverified List, or the U.S. State Department's Debarred Parties List, or any equivalent list maintained by the European Union, the United Kingdom, or other applicable jurisdictions; or (c) for any end-use prohibited by applicable export control law, including but not limited to design or production of nuclear, chemical, biological, or missile weapons.

Licensee will fully cooperate with PracSim to comply with any changes to applicable export control laws.

13. United States Government End Users

The Software is "commercial computer software" and "commercial computer software documentation" as those terms are used in 48 C.F.R. § 12.212 and 48 C.F.R. § 227.7202. Any use, modification, reproduction, release, performance, display, or disclosure of the Software by or on behalf of the U.S. Government is subject solely to the terms of this Agreement, and any such use, modification, reproduction, release, performance, display, or disclosure that is inconsistent with this Agreement is prohibited, except to the extent such terms are prohibited by federal law. The Software has been developed at private expense.

14. Governing Law and Dispute Resolution

This Agreement and all matters arising out of or in connection with it shall be interpreted, construed, and governed exclusively in accordance with the laws of the State of Utah, United States, without regard to its conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Pre-litigation Executive Discussions. Before commencing any action or proceeding under this Agreement, the complaining Party shall send the other Party a written notice describing the dispute in reasonable detail, and the Parties shall attempt in good faith to resolve the dispute through direct discussions between senior representatives of each Party for a period of thirty (30) days from the date of such notice. These discussions are informal and bilateral; no Party is obligated to engage a third-party mediator or incur any external dispute-resolution fees. If the Parties cannot resolve the dispute within that period, the complaining Party may then proceed under the Forum provision below. This Section does not apply to claims for injunctive or other equitable relief.

Forum. The Parties consent to the exclusive jurisdiction of the state and federal courts located in Salt Lake County, Utah, for any dispute, controversy, or claim arising out of or relating to this Agreement, the breach, termination, or validity hereof.

Equitable relief. Notwithstanding the foregoing, PracSim may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its Intellectual Property Rights or Confidential Information.

15. Miscellaneous

15.1 Entire Agreement

This Agreement, together with the applicable Order and any documents expressly incorporated by reference, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous proposals, agreements, representations, or communications, whether oral or written, relating to the same subject matter. The Website Terms and the Privacy Policy are separate agreements and are not incorporated into this Agreement, but apply to Licensee's use of the corresponding online services on their own terms.

15.2 Amendment

PracSim may modify or amend this Agreement from time to time on written notice (which may be given by email to the address on file, by a banner in the customer portal, or by an in-Module notice). The current version of this Agreement is published at /eula and is identified by the version date set out at the top of the document. The modified Agreement applies (a) to all new Orders after the effective date of the modification, and (b) to existing licenses upon the next activation or renewal, or upon the customer's next acceptance of the updated terms. Licensee's continued use of the Software after the effective date of any modification constitutes acceptance of the modified Agreement. If Licensee does not agree to a modification, Licensee may terminate this Agreement under Section 10 as its sole remedy.

15.3 Severability

If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable, and the remaining provisions of this Agreement shall remain in full force and effect.

15.4 Waiver

No waiver by either Party of any breach of this Agreement shall constitute a waiver of any other or subsequent breach. No waiver is effective unless in writing and signed by the waiving Party.

15.5 No Agency

The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, employment, or fiduciary relationship between the Parties.

15.6 No Third-Party Beneficiaries; No Third-Party Reliance on Outputs

This Agreement is for the sole benefit of the Parties and their permitted successors and assigns. Nothing in this Agreement, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement. Without limiting the foregoing, no Output produced by Licensee using the Software, and no representation, simulation, calculation, deliverable, or analysis derived from or based on any Output, is intended to be relied upon by any third party, and no third party shall acquire any right, claim, cause of action, or benefit against PracSim by virtue of any such reliance, regardless of whether Licensee has communicated the Output or any derivative work product to that third party.

15.7 Force Majeure

Neither Party shall be liable for any failure or delay in performance under this Agreement (other than payment obligations) to the extent caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, fire, flood, earthquake, pandemic, epidemic, governmental action, labor disruption, or failure of the internet or public utility infrastructure.

15.8 Notices

Notices to PracSim under this Agreement shall be sent by email to and are effective on the date of transmission, provided no bounce or non-delivery message is received within twenty-four (24) hours.

Notices to Licensee shall be sent to the email address on file in the PracSim customer portal or, in the absence of such address, to the email address on the applicable Order.

15.9 Headings; Construction

Section headings are for convenience only and do not affect interpretation. The words "include", "including", and similar terms are not limiting. Ambiguities are not construed against the drafter.

15.10 Counterparts; Electronic Acceptance

If this Agreement is countersigned, it may be executed in counterparts, each of which is an original and which together constitute one and the same instrument. Electronic acceptance through the customer portal, click-through during installation, or continued use of the Software in accordance with Section "Acceptance" above constitutes binding acceptance with the same effect as a signed writing.

By continuing the setup procedure, activating the Software, or otherwise using the Software, Licensee acknowledges that Licensee has read this Agreement, understands it, and agrees to be bound by its terms and conditions.