Thunderhead Engineering Consultants, Inc.
Software License Agreement
CAREFULLY READ THE FOLLOWING LICENSE AGREEMENT AND ANY ATTACHED APPENDICES (COLLECTIVELY “AGREEMENT”).  YOU ACCEPT AND AGREE TO BE BOUND BY THIS LICENSE AGREEMENT BY COPYING, INSTALLING, OR OTHERWISE USING THE SOFTWARE.  IF YOU DO NOT AGREE TO THIS LICENSE, DO NOT COPY, INSTALL, OR USE THE SOFTWARE. 
1.	License Grant
The package contains software ("Software") and related explanatory written materials ("Documentation"). "Software" includes any upgrades, modified versions, updates, additions and copies of the Software. "You" means the person or company who is being licensed to use the Software or Documentation. "We" and "us" means Thunderhead Engineering Consultants, Inc. (“Thunderhead”).
Thunderhead hereby grants you a nonexclusive license to use the Software, subject to all of the terms and conditions of this Agreement.  The Software is "in use" on a computer when it is loaded into temporary memory (RAM) or installed into the permanent memory of a computer—for example, a hard disk, CD-ROM or other storage device. 
2.	Restrictions
Software is confidential and copyrighted. Title to Software and all associated intellectual property rights is retained by Thunderhead.  You may not:
•	copy the Documentation,
•	copy the Software except for a single copy of Software for archival purposes,
•	modify or adapt the Software or merge it into another program,
•	reverse engineer, disassemble, decompile or make any attempt to discover the source code of the Software,
•	place the Software onto a server so that it is accessible via a public network such as the Internet, or
•	sublicense, rent, lease or lend any portion of the Software or Documentation.
The scope and duration of your license depends on the type of license you purchased from Thunderhead.  The variety of license scopes is set forth below, which may not be available for all products and therefore may not apply to the Software.  For more information regarding types of licenses, please contact Thunderhead or your sales representative.
(a) EVALUATION LICENSE
If you are using the Software under the control of an Evaluation license, you may use the Software only for internal evaluation purposes and only for a term of 30 days, which is controlled by the license key for the Software.  The license granted hereunder is strictly limited to use for evaluation purposes only.  You shall not use or permit the use of the Software for commercial use, including consulting. 
(b) NODE-LOCKED LICENSE
If you are using the Software under the control of a Node-Locked license, you may use the Software only on a single designated computer.  A separate license is required for each additional computer in all cases.  Thunderhead will provide you with a license key code that enables the use of the Software on the designated computer.  If you obtained a time-limited (Subscription) license, the duration of your license and your ability to use the Software is limited to the time period of the obtained license, which is controlled by the license key code for the Software.
(c) FLOATING LICENSE
If you are using the Software under the control of a Floating license, you may (a) install the Software on an unlimited number of computers that are connected to the designated network and (b) use the Software by no more than the authorized number of concurrent users.  A separate license is required for each additional user and/or network on which the Software is used.  Thunderhead will provide you with a license key code that enables the use of the Software for a Floating license up to the authorized number of concurrent users.  If you obtained a time-limited (Subscription) license, the duration of your license and your ability to use the Software is limited to the time period of the obtained license, which is controlled by the license key code for the Software.
(d) ACADEMIC LICENSE
If you are using the Software under the control of a Academic license (including academic, educational, or research licenses), you may use the software only for noncommercial and research purposes.  The Software may not be used for any other purpose, whether "for profit" or "not for profit."  Any work performed or produced as a result of use of the Software cannot be performed or produced for the benefit of other parties for a fee, compensation or any other reimbursement or remuneration.
3.	Term and Termination
This license agreement is effective upon your acceptance of the terms of this Agreement, and remains effective until terminated as provided for in this Agreement.  If you are using the Software under the control of a time-limited license, this Agreement terminates without notice on the last day of the time period, which is controlled by the license key for the Software.  This Agreement will terminate immediately without notice if you fail to comply with any term or condition of this license agreement.  You agree on termination of this license to destroy all copies of the Software and Documentation in your possession.
4.	Limited Warranty
Thunderhead warrants to you that for a period of ninety (90) days from the date of purchase, as evidenced by a copy of the receipt, the media on which Software is furnished (if any) will be free of defects in materials and workmanship under normal use.  Except for the foregoing, Software is provided "AS IS".  Your exclusive remedy and Thunderhead’s entire liability under this limited warranty will be at Thunderhead’s option to replace Software media or refund the fee paid for Software.
5.	Disclaimer of Warranty
To the extent permitted by applicable law, THE FOREGOING LIMITED WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, AND WE DISCLAIM ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS, INCLUDING ANY IMPLIED WARRANTY OF TITLE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, regardless of whether we know or had reason to know of your particular needs. No employee, agent, dealer or distributor of ours is authorized to modify this limited warranty, or to make any additional warranties.
6.	Limitation of Liability
TO THE EXTENT NOT PROHIBITED BY LAW, LICENSOR DISCLAIMS ALL OBLIGATIONS AND LIABILITIES FOR DAMAGES, INCLUDING BUT NOT LIMITED TO, SPECIAL, INDIRECT AND CONSEQUENTIAL DAMAGES, ATTORNEY FEES AND COURT COSTS ARISING FROM OR IN CONNECTION WITH THE USE OF OR THE INABILITY TO USE THE SOFTWARE LICENSED UNDER THIS AGREEMENT (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES).
In no event will Thunderhead’s liability to you, whether in contract, tort (including negligence), or otherwise, exceed the amount paid by you for Software under this Agreement.  The foregoing limitations will apply even if the above stated warranty fails of its essential purpose.
7.	Confidentiality
The Software contains trade secrets and proprietary know-how that belong to us and it is being made available to you in strict confidence. ANY USE OR DISCLOSURE OF THE SOFTWARE, OR OF ITS ALGORITHMS, PROTOCOLS OR INTERFACES, OTHER THAN IN STRICT ACCORDANCE WITH THIS LICENSE AGREEMENT, MAY BE ACTIONABLE AS A VIOLATION OF OUR TRADE SECRET RIGHTS.
8.	General Provisions
(a)	This written license agreement is the exclusive agreement between you and us concerning the Software and Documentation and supersedes any and all prior oral or written agreements, negotiations or other dealings between us concerning the Software.
(b)	This license agreement may be modified only by a writing signed by you and us.
(c)	You shall not assign this Agreement to any third party without prior written consent of Thunderhead.
(d)	In the event of litigation between you and us concerning the Software or Documentation, the prevailing party in the litigation will be entitled to recover attorney fees and expenses from the other party.
(e)	This license agreement is governed by the laws of the State of Kansas.
(f)	You agree that the Software will not be shipped, transferred or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations.