Cloud Computing Addendum
(Online Marketplace Version for Bring Your Own License)
By selecting the checkbox or other button designed to acknowledge or accept this Cloud Computing Addendum (“Addendum”), or by accessing or using all or any portion of the pre-installed Hexagon/MSC Software made available on the cloud platform in connection with which this Addendum is provided (“Cloud Platform”): (i) you agree on behalf of the legal entity you represent (Customer) to be bound by all the terms and conditions of this Addendum; and (ii) you represent and warrant that you have the right, power and authority to act on behalf of and bind such legal entity (Customer).
The terms and conditions of this Addendum supplement the terms and conditions of the Hexagon or MSC software license agreement(s) (and any amendments thereto) (the “Agreement”) entered into by and between Hexagon/MSC (hereafter, “Hexagon”) and Customer, and apply with respect to the usage of the Software made available on the Cloud Platform.
To the extent Hexagon makes the Software available on the Cloud Platform and Customer wishes to utilize licenses purchased under the Agreement to run the corresponding Software pre-installed on the Cloud Platform, Customer agrees and acknowledges as follows:
(i) Customer may only access and use the Software made available on the Cloud Platform if: (i) Customer has separately purchased from Hexagon licenses for the Software under a valid and binding Agreement, (ii) such Software licenses are and remain valid and active at the time of use; and (iii) Customer has accepted the terms and conditions of this Addendum. Unless otherwise defined in this Addendum, capitalized terms shall have the same meaning as in the Agreement.
(ii) The Software pre-installed on the Cloud Platform may be used only in conjunction with the corresponding Hexagon-provided license manager program and license files validly issued by Hexagon to Customer under the Agreement. Access and usage of the Software may not at any time exceed the number or scope of license granted under the Agreement. Customer’s Authorized Users may access and use the Software only when the Authorized Users are physically located within the facility(ies) and geographical limits permitted under the Agreement based on the license type acquired by the Customer. For example, if Customer has acquired a Local Network License, access and use of the Software on the Cloud Platform will continue to be limited to Customer’s Authorized Users physically located at the specified Customer facility (and within the geographical limits) specified in the Agreement and Order Schedule for that Local Network License. Customer may access and use the Software on the Cloud Platform solely for Customer’s own internal data processing purposes, subject to the terms and conditions of the Agreement, including this Addendum. The Software may be accessed only through a secure connection permitted by the Cloud Provider.
(iii) Customer is solely responsible for its relationship and agreement(s) with the provider of the Cloud Platform (“Cloud Provider”), including without limitation, any and all related fees, charges and costs (such as, but not limited to, computing resource related charges). Customer acknowledges that Hexagon is not a party to any agreement(s) by and between Customer and Cloud Provider (“Provider Agreement”), and that Hexagon shall have no obligation or liability with respect to the same. Further, Customer shall provide and maintain, and Hexagon shall have no responsibility for, Customer’s own equipment, third party software, networks, internet access, communications lines, and other resources necessary to interoperate with the Cloud Platform. Customer shall indemnify and hold harmless Hexagon and Hexagon’s affiliates, and its and their directors, officers, employees, distributors, agents, contractors and representatives, from and against any and all claims, liabilities, losses, damages, fines, fees, charges, costs and expenses, resulting from or in connection with (i) any Provider Agreement; or (ii) Customer’s access to or use of the Cloud Platform or the Software thereon.
(iv) Customer’s license files and related materials must at all times remain under the sole control of Customer. Customer shall immediately notify Hexagon of any unauthorized access or use of its license files or related materials of which Customer becomes aware, and Customer shall promptly take, at its expense, all necessary steps to promptly stop any such unauthorized access or use.
(v) Hexagon shall have the right in its discretion to discontinue, at any time, availability of the Software on the Cloud Platform without notice to Customer and without any liability. In addition to all other available rights and remedies, Hexagon may terminate this Addendum upon notice in the event of breach of this Addendum or the Agreement. Termination of the Agreement (or the applicable Software licenses thereunder) shall automatically result in termination of this Addendum.
(vi) In the event of a conflict between the terms of this Addendum and the Agreement, the terms of this Addendum shall prevail but only with respect to usage of the Software on the Cloud Platform.
(Rev. Dec 13 2022)