NATIONAL INSTRUMENTS SOFTWARE LICENSE AGREEMENT

CAREFULLY READ THIS SOFTWARE LICENSE AGREEMENT ("AGREEMENT"). BY DOWNLOADING THE SOFTWARE AND/OR CLICKING THE APPLICABLE BUTTON TO COMPLETE THE INSTALLATION PROCESS, OR BY OTHERWISE EXECUTING THE APPLICABLE QUOTE (DEFINED BELOW), YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT WISH TO BECOME A PARTY TO THIS AGREEMENT AND BE BOUND BY ITS TERMS AND CONDITIONS, DO NOT INSTALL OR USE THE SOFTWARE, AND RETURN THE SOFTWARE (WITH ALL ACCOMPANYING WRITTEN MATERIALS AND THEIR CONTAINERS) WITHIN THIRTY (30) DAYS OF RECEIPT. ALL RETURNS TO NI WILL BE SUBJECT TO NI'S THEN-CURRENT RETURN POLICY. IF YOU ARE ACCEPTING THIS AGREEMENT ON BEHALF OF AN ENTITY, YOU AGREE AND REPRESENT THAT YOU HAVE AUTHORITY TO BIND THE ENTITY TO THIS AGREEMENT, AND REFERENCES HEREIN TO "YOU" AND "YOUR" SHALL MEAN SUCH ENTITY. "Quote" means the quotation or similar ordering document issued by NI to you for the purchase of a Software license, and which references, hyperlinks to, or otherwise incorporates by reference, this Agreement. 

The terms and conditions of this Agreement apply to the computer software provided with this Agreement, all updates or upgrades to the software that may be provided later by NI as part of any maintenance, technical support, or other services program for the software, including during any renewal term (unless such update, upgrade, or renewal comes with separate software license terms), and all accompanying documentation, utilities, and Driver Interface Software (collectively "Software" or "SOFTWARE"). The term Software does not include certain third party software that NI provides to you but that is subject to separate license terms either presented at the time of installation or otherwise provided with the Software ("Third Party  Software"), and Software does not include Source Code, which is defined in and licensed pursuant to the terms set forth in Addendum A – Source Code License.

1.	Grant of License; Restrictions

A.	In consideration of, and conditioned upon, your payment of any applicable fees to NI and subject to the terms set forth in this Agreement, National Instruments Corporation or National Instruments Ireland Resources Ltd. ("NI"), as applicable depending on the country of manufacture, hereby grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right and license, during the applicable License Term, to install and use the Software only in the specific configuration allowed by the license type identified in the applicable documentation provided by NI to you (the "License"). Unless otherwise provided in this Agreement (including without limitation the Quote) or in the applicable documentation provided by NI to you, the applicable License type is a Non-Concurrent named user License, and the term of the License ("License Term") is specified in the Quote. With the exception of Authorized Applications (as hereinafter defined), the Software is for your internal use only. Your License is subject to whatever usage or consumption limitations, entitlements, and parameters may be specified in the Quote ("License Scope"). 
	For the purpose of this Agreement: 
	"Non-Concurrent License" shall mean a computer-based and/or user-based license, which allows you to install and/or use the Software on one (1) computer in your workplace or to make use of such License only by a specific named user. 
	"Concurrent License" shall mean a license allowing you to install the Software on any or all computers at your sites for use by Authorized Users and/or by your Maximum Number of Seats at your sites; 
	"Authorized Users" shall mean your employees or third-party contractors, unless otherwise stated in your Quotes.
	"Maximum Number of Seats" means the number of seats and/or computers you have acquired as designated in your applicable Quote or other documentation provided to you by NI.
	If you have purchased a Concurrent License, in no event may the number of Authorized Users and/or Maximum Number of Seats who are accessing and/or running any of the Software at the same time (i.e., concurrent users) exceed the Authorized Users and/or Maximum Number of Seats defined under your License. You agree to use an approved volume license manager and the license file provided by NI that controls end-user access to the Software to ensure compliance with the foregoing. If you have been provided with a Concurrent License, NI shall have the right to automatically terminate your License if the number of concurrent users of the Software at any time exceeds the Authorized Users and/or Maximum Number of Seats which you have purchased. 

B.	Restrictions. You must not violate any applicable laws in your use of the Software. As a condition to the License, and unless and only to the extent that this Agreement expressly permits otherwise, you must not
(i)	modify, translate, port, or create derivatives of the Software;
(ii)	install or use the Software in a floating, concurrent, or any other shared context;
(iii)	distribute or otherwise make the Software (or any password, key, or other access code for the Software) available to any third party (such as offering it as part of a time-sharing, outsourcing or service bureau environment);
(iv)	publicly perform or display the Software;
(v)	reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or non-literal aspects (such as the underlying structure, sequence, organization, file formats, non-public APIs, ideas, or algorithms) of, the Software, unless and only to the extent that applicable law expressly prohibits this restriction;
(vi)	defeat or work around any access restrictions or encryption in the Software, unless and only to the extent that applicable law expressly prohibits this restriction;
(vii)	sublicense, lease, lend, or rent the Software;
(viii)	remove, minimize, block, or modify any titles, logos, trademarks, copyright and patent notices, digital watermarks, disclaimers, or other legal notices that are included in the Software, whether or not they are NI or a third party's; cause any of the Software, including any Software included in an Authorized Application, to become subject to a license that requires, as a condition of use, modification, or distribution, that (a) code subject to the license be disclosed or distributed in source code form or (b) others have the right to modify or create derivative works of the code subject to the license;
(ix)	employ any hardware, software, device, or technique to pool connections or reduce the number of users or endpoints that access or use the Software (sometimes referred to as 'virtualisation', 'multiplexing' or 'pooling');
(x)	Perform any stress test, penetration test, or vulnerability scanning on the Software, or otherwise publish or disclose (without NI's prior express written approval) any of the results of such activities or other performance data of the Software;
(xi)	use any Software scripting functionality to create an application that performs the functionality of an editor for a graphical programming environment.

C.	Your use of the Software must also be in accordance with the applicable documentation that accompanies the Software and not in any manner that circumvents or is intended to circumvent such documentation or the intent of this Agreement. Without limiting the generality of the foregoing, you shall not use any technical or other means within, or external to, the Software to exceed or circumvent the License Scope.

D.	You may make a reasonable number of copies of the Software solely for backup or archival purposes and a reasonable number of copies of the documentation that accompanies the Software solely for your internal use in connection with your use of the Software. The Software must be promptly uninstalled from your computers upon the earlier of expiration of the License Term or termination of this Agreement .

E.	Unless specified otherwise in the Quote, the Software will be delivered to you electronically. The Software shall be deemed accepted by you upon delivery. 

2.	License Types

A.	Named User License. If you have obtained a named user License, you may install the Software on up to three (3) computers in a single workplace of one (1) individual you designate and register with NI ("Named User"). For the purposes of this Agreement, a computer will be one computing device (including, but not limited to, any cloud computing system) or, if the Software is being used in connection with a virtual machine, one virtual machine on a computing device. The Named User must be identified in writing through the NI registration process. Only the Named User may use or otherwise run the Software, and the Software may not be run on more than one computer at a time. You may not share access to the installed Software over a network such that the installed Software can be run by a different user. You may change the Named User to another designated employee provided that each new named user License is registered with NI, and the old Named User uninstalls the Software from his/her computing device; no more than four (4) such changes may occur per calendar year. At your discretion, you may convert a named user License to a computer-based License. The Software must be promptly uninstalled from your computers upon the earlier of the expiration of the License Term, the termination of this Agreement, or the date the Named Users’ authority to use the Software pursuant to the underlying License terminates.

B.	Computer-Based License. If you have obtained a computer-based license, you may install the Software on one (1) computer in your workplace. For the purposes of this Agreement, a computer will be one computing device or, if the Software is being used in connection with a virtual machine, one virtual machine on a computing device. There is no limitation on the number of your employees that may access and use the Software installed on such computer. All of the Software must be installed and used on the same computer, provided that any such access is not made simultaneously by more than one of your employees at any given time.  You may not share access to the installed Software over a network such that the installed Software can be run on a different computer, nor in any manner which allows simultaneous use of more than one of your employees. You may change the designated computer to another computer within the applicable single workplace, provided that none of the Software remains installed on the previous designated computer; no more than four (4) such changes may occur per calendar year. The Software must be promptly uninstalled from your designated computer upon the earlier of expiration of the License Term, the termination of this Agreement, or the date your authority to use the Software pursuant to the underlying License terminates.

C.	Home Usage Exception. If you are a business or other entity, the designated Named User for the applicable license or, in the case of a computer-based license, the single individual who is the primary user of the single computer on which the Software is installed and used, may also install and use the Software on one
(1) computer located in such user's home, provided that the use of the Software on such home computer is limited to work performed in the scope of such person's employment with you and complies with all terms and conditions of this Agreement. The Software must be promptly uninstalled from the individual's home computer upon the earlier of the underlying license's expiration or termination date or the date the individual's authority to use the Software pursuant to the underlying license terminates.

3.	Additional Terms. You may have additional rights and obligations to the Software through special license types and license programs, as set forth in addenda to this Agreement and which are hereby incorporated into this Agreement. Additional product-specific provisions may be provided in  specific addenda to this Agreement for the relevant product and the terms of which are hereby incorporated into this Agreement To the extent of any conflict between such an addendum and the other terms set forth in this Agreement, the terms of the addendum will control. 

Addendum A	Source Code License
Addendum B	Special License Types

Evaluation License; Pre-Release Software Compile-Only License (Measurement Studio) Driver Interface Software
Multiple Access License (NI-488.2 Software for GPIB-ENET) Concurrent Use License
Debug License

Addendum C	Volume License Program Terms Addendum D	Enterprise Program Terms Addendum E	Academic License Terms
Addendum F	Product-Specific Provisions (LabVIEW, Measurement Studio, LabVIEW Community Edition and LabVIEW NXG Community Edition, Multisim Education Edition)

Addendum G	U.S. Government End User Terms

4.	Third Party Contractors. Your third party contractors may access and use the Software, provided that they do so solely for your benefit, they agree to use the Software solely in accordance with the terms of this Agreement, and you agree to remain liable to NI for any acts and omissions of such contractors (including without limitation any breach by your contractors of this Agreement).

5.	Software Services. If you have purchased a perpetual license, you may be required to purchase upgrades or maintenance, technical, or other services for the Software (“Software Services”) separately. Except as otherwise provided under a special license type or license program, if you have purchased a term license, the fee for Software Services is included within the fees quoted for the entire License Term.

6.	License Models; Agreement Term; Termination and Expiration

Subscription License Model. Unless otherwise specified in the Quote, your License is a term-based license (also referred to as “Subscription License”). The License Term will commence on the date of our invoice to you, unless terminated pursuant to the provisions in this Agreement or your Quote specifies otherwise. Upon expiration of the License Term, your Subscription License will automatically renew for an additional year, unless either party notifies the other at least thirty (30) days prior to the commencement of the renewal term that it  wishes not to renew. The price for a renewal may change from time to time at NI’s discretion. In such event, NI will provide you with an updated quote at least sixty (60) days prior to the termination of the current License Term. If you do not agree to the new price, you may provide notice of intent not to renew thirty (30) days prior to the commencement of the renewal License Term.

A.	Perpetual License Model. If you have purchased a license and the license is specified in the Quote as "perpetual", your License, and accordingly the License Term, will be perpetual and, unless terminated pursuant to the provisions herein, you have the right to use the Software in accordance herewith indefinitely (“Perpetual License”).

B.	Term of Agreement. Unless terminated earlier in accordance herewith, this Agreement remains in effect for the duration of the applicable License Term (the "Term"). 

C.	Termination. NI conditions its License grant on you complying with the terms set forth in this Agreement, and this Agreement will automatically terminate, immediately and without prior notice, if you fail to comply with its terms.

D.	Effect of Termination or Expiration. Upon termination or expiration of this Agreement, regardless of the reason, the License will terminate and you must immediately cease all access to, and use of, the Software, cease all distribution of Authorized Applications, and uninstall and destroy all copies of the Software; provided, however, you must deliver the Software and all copies to NI if NI has so demanded in lieu of any destruction. Sections 11, 15, 16, 17, 19, 20, 21, 22.A., and 23 of this Agreement will survive any expiration or termination of this Agreement.

7.	Transfer. You may transfer a named user License or computer-based License to a third party in the same country in which you purchased the License, or within the European Union if you purchased the license in the European Union, provided that (i) you notify NI in writing of such transfer, including the name and location of such third party; (ii) such third party accepts the terms and conditions of this Agreement; and (iii) after such transfer you do not retain any copies of the Software or any of the written materials accompanying the Software. NI may, in its discretion, charge you a fee for the license transfer.

8.	Upgrades; Prior Versions. If the Software is an upgrade, you may only use the Software if you have a valid license to use the prior version of the Software. You may elect to use a prior version of any Software delivered and licensed under this Agreement in lieu of using the Software delivered and licensed under this Agreement ("Delivered Software"), provided (i) you have an authorized copy of the prior version of the Delivered Software;
(ii) all use is pursuant to and in accordance with this Agreement; and (iii) notwithstanding anything in this Agreement to the contrary, in no event will NI be required to support any version of the Software, including providing applicable software key codes or hardware keys, other than the then most current version of the Delivered Software 

9.	Multiple Versions. If NI distributes the Software on installation media containing multiple versions of the Software for use with different operating systems or makes the same available through download, you may use the Software with more than one operating system provided that you may not use the Software on more computers than you are permitted by your license and your use of the Software otherwise is in accordance with the terns of this Agreement.

10.	Software/Hardware Key; Prior Access. You agree to use any software key codes or hardware keys provided by NI solely with the Software for which it is provided. While NI may in its sole discretion provide you with the applicable key or other access to use the Software prior to receipt from you of the applicable license fees, you will remain obligated to pay such fees to NI.

11.	Copyright; No Other Licenses. The Software, and all copies of the Software, are licensed and not sold. All rights, title, and interest (including without limitation all intellectual property rights) in and to the Software (as well as all copies of the Software, and related contents) are and shall remain owned exclusively by NI (or its suppliers and licensors, as applicable). The Software (and all copies thereof and related content) are protected by applicable copyright  laws and international treaty provisions. All rights not expressly granted to you in this Agreement are reserved to and by NI (and its licensors and suppliers). Further, and without limiting the foregoing, no license or any right of any kind, whether by express license, implied license, estoppel, the doctrine of exhaustion, or otherwise, is granted under any NI patents (whether identified herein or not) or other intellectual property right of NI with respect to any other product of NI or of any third party, including the right to use any such other product.

12.	Application Deployment

A.	An "Authorized Application" is (i) an application that you create with a development version of the Software;
(ii) an application that you create with third party software using real-time operating system components of the LabVIEW Real-Time Module and the LabWindows/CVI Real-Time Module in accordance with the licenses for such modules; or (iii) an application that you create with a third party software development environment that utilizes Driver Interface Software, if such software development environment is supported by such Driver Interface Software as indicated in the applicable documentation for such Driver Interface Software. "Driver Interface Software" means computer software and other code provided with this Agreement that are listed as hardware drivers or device drivers on NI's hardware driver listing web page, which is currently located at www.ni.com/driverinterfacesoftware, or that are added by NI at any time to such listing or any similar successor listings, together with all accompanying documentation and utilities. In no event, however, will the term "Driver Interface Software" ever include any Third Party Software, operating system software, instrument driver software, application software, toolkits, modules, driver development kit (DDK) or portion thereof, software development kit (SDK) or portion thereof, module development kit (MDK) or portion thereof, or any software or other code designated by NI as being any of the foregoing; or any of the foregoing's accompanying documentation or utilities.

B.	Deployment and Distribution Requirements. You may distribute, deploy, or otherwise make available Authorized Applications, along with applicable runtime engines for the Software and applicable Driver Interface Software that you may include as part of or together with your Authorized Applications, provided that you comply with each of the requirements set forth below.

(i)	You must include the following copyright notice in the Authorized Application's About Box (if applicable) and in any applicable written documentation or, if no such documentation exists, in a "read me" or other
.txt file distributed with each copy of the Authorized Application.

"Copyright © [insert year] National Instruments Corporation. All Rights Reserved."

You may instead, or in addition, include your own copyright notice with the notice required above, but in no event may you remove or alter any copyright, patent, trademark, or other legal notices or disclaimers that exist in the Software and with respect to any runtime engines for the Software and any Driver Interface Software that you include as part of or together with your Authorized Application, your copyright notice will be understood as protecting NI or its licensor's copyrights in the Software and will not be understood as meaning that you have any copyright in or with respect to any Software.

(ii)	You may not use NI's name, logo, or trademarks to market your Authorized Application without NI's express prior written permission.

(iii)	If you distribute to any third parties your Authorized Application with Driver Interface Software or any runtime engine for the Software, you must either pass through to your end users this Agreement or do so subject to your own license agreement that is substantially in accordance with this Agreement and at least as protective of NI as this Agreement.

(iv)	The Authorized Application must not consist of or include any malicious, deceptive, or unlawful programs.

C.	Fees. You may distribute, deploy, or otherwise make available Authorized Applications without paying additional fees to NI. Provided, however, if the Authorized Application was created utilizing any of the software identified in NI's Deployment Licenses listing web page, which is currently located at  https://www.ni.com/en-us/support/documentation/supplemental/09/deployment-and-debug-licenses-for-ni-software.html, or any similar successor listings, as such listings may be updated by NI from time to time, or such other software as NI may from time to time designate (any of the foregoing a "Designated Deployment License"), then you must, before distributing, deploying, or otherwise making available the Authorized Application for use on any other computer, either (i) verify that the recipient has a valid license to run the applicable Authorized Application on, or has a valid Deployment License for, each computer on which the Authorized Application will be used or (ii) obtain written distribution authorization from NI and, if required by NI, pay to NI a per copy fee for each Authorized Application distributed, deployed, or otherwise made available. In the case of any Driver Interface Software identified as being subject to the license verification or distribution authorization requirements stated above, if the Authorized Application utilizes, calls, or otherwise accesses any such Driver Interface Software, the Authorized Application will be deemed to have been created utilizing such Driver Interface Software for purposes of this Section. Unless otherwise specified by NI in writing, Designated Deployment Licenses are computer-based licenses and the home usage exception does not apply to Designated Deployment Licenses.
D.	 Patent and Trademark Notice. For patents covering National Instruments products, refer to the appropriate location: Help»Patents in the Software, the patents.txt file included with the Software (such as on the installation media on which the Software was distributed to you), or ni.com/patents. National Instruments, NI, ni.com, and LabVIEW are trademarks of National Instruments Corporation. Refer to ni.com/trademarks for more information about National Instruments trademarks. All other product and company names mentioned herein are or may be trademarks or trade names of their respective companies.

13.	Confidentiality. NI may disclose certain information to you related to or in order to perform its obligations under this Agreement (the “Authorized Purpose”). “Confidential Information” means all documents, records, or other written or electronic materials received by you from NI relating to this Agreement. You agree, throughout the term of this Agreement and for a period of three (3) years thereafter, not to: (a) use NI’s Confidential Information for any purpose, other than for the Authorized Purpose; and/or (b) reverse engineer, decompile, disassemble or otherwise analyze the underlying ideas or structure of NI’s Confidential Information. Any Confidential Information you receive or may provide NI as part of the engagement in this Agreement shall not be disclosed to any third party, except that NI shall be entitled to share Confidential Information it received from you with its affiliates and their sub-contractors, employees, consultants or agents who (i) have a legitimate “need to know” to accomplish the Authorized Purpose, and (ii) are obligated to protect such Confidential Information pursuant to terms and conditions no less protective than those contained in this Agreement. You shall protect NI’s Confidential Information as required hereunder using the same degree of care, but no less than a reasonable degree of care, as you use to protect your own confidential information of a like nature. For clarity, you agree to treat the Software as NI’s proprietary and confidential information hereunder. The obligations set forth in this Section 1‎‎3 shall not apply to information that can be proved by substantive evidence that: (a) was already known to you without any prior obligation of confidentiality; (b) is or becomes available to the public or otherwise part of the public domain without breach of this Agreement; (c) is rightfully received at any time by you from a third party without an obligation of confidentiality; (d) is disclosed by NI to a third party without an obligation of confidentiality; or (e) is independently developed by you. Upon termination of this Agreement, or otherwise upon written request by NI, you shall return (or, if instructed by NI, permanently delete and certify same in writing) all confidential and/or proprietary information of NI (including any copies or summaries thereof).

14.	Limited Warranty. NI warrants, for your benefit alone, that for a period of ninety (90) days from the date the Software is shipped to you or, if downloaded, from the date the Software is first downloaded by you, (i) the Software will perform substantially in accordance with the performance specifications set forth in the documentation that accompanies the Software, and (ii) the installation media on which NI provides the Software (if any) will be free from defects in materials and workmanship under normal use and service (collectively, the "Limited Warranty"). Any replacement Software will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer. Some jurisdictions do not allow exclusion of or limitation on duration of an express or implied warranty or limitation on any applicable statutory rights of a consumer, so the above limitations may not apply to you; in such event, such warranties are limited to the minimum warranty period allowed by applicable law. The Limited Warranty is void if failure of the Software has resulted from accident, abuse, misapplication, improper calibration by you, third party products (either hardware or software) used by you that are not intended by NI for use with the Software, utilization of an improper hardware or software key, or unauthorized maintenance of the Software.

15.	Customer Remedies. NI's sole obligation and liability, and your sole remedy, with respect to the foregoing Limited Warranty will be to, at NI's option, repair or replace the Software or return the pro-rated fees paid by you to NI for the Software license in which event you must return or destroy all copies of the Software in accordance with NI's instructions and the License granted to you will terminate without liability on the part of NI by reason of such termination. NI's obligations as set forth in this Section are contingent on you providing NI with written notice of applicable defects during the warranty period. In addition, you must obtain a Return Material Authorization number from NI before returning the Software under warranty to NI, and you agree to pay any expenses for shipment to and from NI.

16.	No Other Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NO REPRESENTATION, WARRANTY, GUARANTEE, OR CONDITIONS, EITHER EXPRESS OR IMPLIED, IS MADE BY NI (OR ITS LICENSORS OR SUPPLIERS) WITH RESPECT TO THE SOFTWARE OR USE OF THE SOFTWARE. NI DOES NOT MAKE ANY WARRANTY, GUARANTEE, CONDITION, OR REPRESENTATION HEREUNDER WITH RESPECT TO ANY THIRD PARTY SOFTWARE, SOURCE CODE, OR SOFTWARE SERVICES, OR THAT THE SOFTWARE, THE OPERATION OF THE SOFTWARE, OR ANY RELATED SOFTWARE SERVICES, SOURCE CODE, OR THIRD PARTY SOFTWARE WILL BE UNINTERRUPTED, SECURE, OR ERROR FREE, OR REGARDING THE CORRECTNESS, ACCURACY, RELIABILITY, OR OTHER PERFORMANCE OF THE SOFTWARE. THERE ARE NO OTHER WARRANTIES THAT MAY ARISE FROM USAGE OF TRADE OR COURSE OF DEALING. NI DISCLAIMS ANY AND ALL IMPLIED WARRANTIES AND CONDITIONS, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET POSSESSION, AND NON-INFRINGEMENT, RELATING TO THE SOFTWARE AND ANY RELATED THIRD PARTY SOFTWARE, SOURCE CODE, AND SOFTWARE SERVICES.

17.	Limitations Period. You hereby agree not to bring an action to enforce your remedies under the Limited Warranty or for breach of warranty more than one (1) year after the accrual of such cause of action. 

18.	Intellectual Property Liability. NI will, at its own expense, defend any claim brought against you by a third party resulting from your use of the Software, to the extent that such claim alleges that the Software infringes any patent, copyright, or trademark of such third party protected by the laws of the U.S.A., Canada, Mexico, Japan, Australia, Switzerland, Norway, or the European Union and provided that such claim does not arise from (i) your use of the Software in combination with equipment, devices, software, or code not made by NI; (ii) your use of the Software in a manner not in accordance with this Agreement or for a purpose not intended by NI; (iii) your failure to incorporate Software updates or upgrades provided by NI that would have avoided the alleged infringement; or (iv) any modification of the Software not made by NI. NI's obligations in this Section are further contingent on you notifying NI in writing promptly upon your obtaining notice of such impending claim and your fully cooperating with NI in preparing a defense. If you provide to NI the authority, assistance, and information NI needs to defend or settle such claim, NI will pay any final award of damages or settlement with respect to such claim and any expense you incur at NI's written request. NI will not be liable for a settlement made without its prior written consent. If the Software is held to be infringing of the rights stated above in this Section and the use of the Software is enjoined, NI will, or if NI believes the Software might be held to infringe a third party's intellectual property rights NI may, at its option, (i) procure for you the right to use the Software; (ii) replace or modify the Software with other software that does not infringe; or (iii) receive your return of the infringing Software and refund to you the license fee payment made by you to NI for the Software. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NI'S LIABILITY, THE LIABILITY OF ITS LICENSORS AND SUPPLIERS, AND THE LIABILITY OF ITS AND THEIR DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS, UNDER THIS SECTION (INTELLECTUAL PROPERTY LIABILITY) AND REGARDLESS OF THE REASON FOR SUCH LIABILITY, WILL NOT EXCEED IN THE AGGREGATE $50,000 (U.S.). The foregoing states your sole remedy for, and NI's sole liability and obligation for, infringement of any patent, trademark, copyright, or other intellectual or industrial property right relating to the Software. THIS LIMITED INDEMNITY IS IN LIEU OF ANY OTHER STATUTORY OR IMPLIED WARRANTY AGAINST INFRINGEMENT. THE FOREGOING OBLIGATIONS WILL NOT APPLY TO ANY THIRD PARTY SOFTWARE OR TO ANY THIRD PARTY PRODUCTS INCORPORATED IN OR OTHERWISE PROVIDED WITH THE SOFTWARE, AND YOU AGREE TO LOOK TO THE APPLICABLE THIRD PARTY MANUFACTURER WITH RESPECT TO ANY CLAIMS FOR INFRINGEMENT INVOLVING THIRD PARTY SOFTWARE OR THIRD PARTY PRODUCTS.

19.	Limitation On Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL NI OR ITS LICENSORS, DISTRIBUTORS, OR SUPPLIERS (INCLUDING NI'S AND THEIR DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS) BE LIABLE UNDER, OR OTHERWISE IN CONNECTION WITH, THIS AGREEMENT FOR ANY: (A) INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES; (B) DAMAGES ARISING FROM LOST PROFITS, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, WASTE EXPENDITUE, BUSINESS INTERRUPTION, LOST OR DAMAGED REPUTATION OR GOODWILL, OR LOST OR CORRUPTED DATA OR SOFTWARE; OR (C) THE COST OF PROCURING ANY SUBSTITUTE GOODS OR SERVICES. EXCEPT AS SET FORTH IN SECTION 18, IN NO EVENT WILL NI'S AGGREGATE LIABILITY UNDER, OR OTHERWISE IN CONNECTION WITH, THIS AGREEMENT EXCEED THE TOTAL AMOUNT RECEIVED BY NI FROM YOU FOR THE APPLICABLE SOFTWARE LICENSE (FOR A TERM LICENSE, THIS SHALL BE LIMITED TO THE AMOUNT PAID FOR THE CURRENT TERM). THE FOREGOING EXCLUSIONS AND LIMITATION SHALL APPLY: (i) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW; (ii) EVEN IF NI HAS BEEN ADVISED, OR SHOULD HAVE BEEN AWARE, OF THE POSSIBILITY OF LOSSES, DAMAGES, OR COSTS; (iii) EVEN IF ANY REMEDY IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE; AND (iv) REGARDLESS OF THE THEORY OR BASIS OF LIABILITY, AND WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION FOR NEGLIGENCE OR BREACH OF STATUTORY DUTY), STRICT LIABILITY, MISREPRESENTATION, RESTITUTION, OR OTHERWISE. 

You acknowledge that the applicable fees and prices reflect this allocation of risk. To the extent the foregoing limitation of liability is not enforceable or fails of its essential purpose, except for liability for bodily injury or death caused by the Software in the form provided by NI or any liability not capable of being excluded by applicable law, the sole liability of NI to you under, or otherwise in connection with, this Agreement shall be limited to the greater of $50,000 (U.S.) or  the license fee paid to NI for the Software during the last twelve (12) months prior to the claim.

20.	HIGH-RISK USES AND YOUR RESPONSIBILITIES FOR YOUR APPLICATIONS

A.	NI PRODUCTS ARE NOT DESIGNED, MANUFACTURED, OR TESTED FOR USE IN HAZARDOUS ENVIRONMENTS OR ANY OTHER ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE, INCLUDING IN THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION, AIR TRAFFIC CONTROL SYSTEMS; LIFE SAVING OR LIFE SUSTAINING SYSTEMS OR SUCH OTHER MEDICAL DEVICES; OR ANY OTHER APPLICATION IN WHICH THE FAILURE OF THE SOFTWARE COULD LEAD TO DEATH, PERSONAL INJURY, SEVERE PROPERTY DAMAGE, OR ENVIRONMENTAL HARM. YOU WILL DEFEND, INDEMNIFY, AND HOLD HARMLESS NI AND ITS DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS FROM ANY AND ALL CLAIMS, LOSSES, DAMAGES, ACTIONS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES) ARISING OUT OF YOUR USE OF THE SOFTWARE FOR HIGH-RISK USES, INCLUDING CLAIMS FOR PRODUCT LIABILITY, PERSONAL INJURY OR DEATH, OR DAMAGE TO PROPERTY, AND REGARDLESS OF WHETHER SUCH CLAIMS ARE FOUNDED IN WHOLE OR IN PART ON THE ALLEGED OR ACTUAL NEGLIGENCE OF NI.

B.	YOU ACKNOWLEDGE AND AGREE THAT YOU ARE RESPONSIBLE FOR TAKING STEPS TO PROTECT AGAINST PRODUCT AND SYSTEM FAILURES, INCLUDING PROVIDING BACK-UP OR SHUTDOWN MECHANISMS. BECAUSE EACH END-USER SYSTEM IS CUSTOMIZED AND DIFFERS FROM NI'S TESTING PLATFORMS AND BECAUSE YOU MAY USE NI PRODUCTS IN COMBINATION WITH OTHER PRODUCTS IN A MANNER NOT EVALUATED OR CONTEMPLATED BY NI, YOU ARE ULTIMATELY RESPONSIBLE FOR VERIFYING AND VALIDATING THE SUITABILITY OF NI PRODUCTS FOR YOUR INTENDED USE. YOU WILL DEFEND, INDEMNIFY, AND HOLD HARMLESS NI AND ITS DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS FROM ANY AND ALL CLAIMS, LOSSES, DAMAGES, ACTIONS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES) ARISING OUT OF YOUR AUTHORIZED APPLICATION OR YOUR INCORPORATION OF THE SOFTWARE IN YOUR SYSTEM OR APPLICATION; PROVIDED, HOWEVER, THAT YOUR CONTRACTUAL OBLIGATION OF INDEMNIFICATION SHALL NOT EXTEND TO THE PERCENTAGE OF THE CLAIMANT'S DAMAGES OR INJURIES OR THE SETTLEMENT AMOUNT ATTRIBUTABLE TO NI'S NEGLIGENCE OR OTHER FAULT OR TO STRICT LIABILITY IMPOSED UPON NI AS A MATTER OF LAW.

21.	U.S. Government Rights. The Software is a "commercial item" developed exclusively at private expense, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are defined or used in the applicable U.S. acquisition regulations. If you are an agency, department, or other entity of the United States Government, the Software is licensed hereunder (i) only as a commercial item and (ii) with only those rights as are granted to all other licensees pursuant to the terms and conditions of this Agreement. You agree not to use, duplicate, or disclose the Software in any way not expressly permitted by this Agreement. Nothing in this Agreement requires NI to produce or furnish technical data for or to you. Manufacturer is National Instruments Corporation or National Instruments Ireland Resources Ltd.

22.	Compliance

A.	You agree to make, upon reasonable notice, all applicable records available for review by NI during normal business hours so as to permit NI to verify your compliance with the terms and conditions of this Agreement. NI may, upon written notice, inspect your use of the Software during normal business hours to ensure your compliance with this Agreement. Further, if you are a business or other entity, you agree that upon the request of NI or its authorized representative you will promptly document and certify in writing to NI that your and your employees' use of the Software complies with the terms and conditions of this Agreement. If the results of any such inspection indicate the underpayment by you of applicable fees due and payable to NI, you must immediately pay such amounts to NI and reimburse NI for the cost of such inspection.

B.	You agree that the Software may collect and communicate certain software, hardware, and use information (which may in some circumstances include certain personal data of users, including IP address or email address) to NI or its service providers' servers for the purposes of (i) checking for and performing any updates; (ii) ensuring that you have complied and are complying with the terms and conditions in this Agreement, including your use of valid software key codes, hardware keys, or both; (iii) NI's internal product development; (iv) tailoring support services for the way NI user uses its products and for personalizing the user product experience and (v) providing usage reporting to you. The information collected and communicated does not include any proprietary application data. NI will not provide any of the information to any third party except as required by law or legal process or to enforce compliance with the terms in this Agreement, including your use of valid software key codes, hardware keys, or both.

The owner of the license may assign the license to its Authorized User within the parameters of this Agreement. You are solely responsible for informing its Authorized Users of the purposes for which and the circumstances under which information (including certain personal information of such Authorized Users) is processed, for obtaining any necessary consent or permission, and otherwise for complying with applicable privacy laws and regulations with respect to those Authorized Users. If you are using the Software on behalf of an entity that has assigned the license to you as an Authorized User within the parameters of this Agreement, you are not the owner of the license. You understand and agree that data about your usage of the Software may be collected and provided to the owner of the license.

For further details on how NI and its affiliates process data, please see the NI Privacy Statement at http://www.ni.com/privacy.

23.	General

A.	Governing Law; Venue

If the Software is manufactured in the Republic of Ireland: This Agreement is governed by the laws of the Republic of Ireland, exclusive of any provisions of the United Nations Convention on the International Sale of Goods, and without regard to principles of conflicts of law. The non-exclusive venue for all actions under this Agreement will be in the courts located in Dublin, the Republic of Ireland, and the parties agree to submit to the jurisdiction of such courts.
 If the Software is not manufactured in the Republic of Ireland: This Agreement is governed by the laws of the State of Texas, U.S.A., exclusive of any provisions of the United Nations Convention on the International Sale of Goods, and without regard to principles of conflicts of law. The non-exclusive venue for all actions under this Agreement will be in the courts located in Travis County, Texas, U.S.A. and the parties agree to submit to the jurisdiction of such courts.

If you are not sure where the Software is manufactured, please contact National Instruments Corporation, 11500 N. Mopac Expressway, Austin, Texas, U.S.A. 78759-3504 (Attention: Legal Department).

B.	This Agreement constitutes the complete agreement between you and NI regarding use of the Software and supersedes any oral or written proposals, prior agreements, purchase orders, or any other communication between you and NI relating to the subject matter of this Agreement. NI's applicable standard Terms and Conditions of Sale, the current version of which is set forth at http://www.ni.com/legal/termsofsale, will apply to any technical support services provided as part of Software Services and to any Training & Certification Services; provided, however, as set forth herein the provisions of this Agreement may apply and control with respect to any upgrades or updates or other Software that may be provided as part of or in connection with any such services. No delay or omission by NI to exercise any right or power it has under this Agreement will impair or be construed as a waiver of such right or power. Any waiver by NI of a term of this Agreement must be in writing signed by a duly authorized representative of NI. The waiver by NI of any breach of any provision hereof will not be construed to be a waiver of any succeeding breach of that provision or of any breach of any other provision. No modification of this Agreement will be effective unless set forth in a writing signed by a duly authorized representative of NI. It is agreed that NI shall have the right to change the terms of this Agreement from time to time, by notifying you and/or by publishing the updated version of this Agreement online which shall be binding upon you.  The word "including" as used in this Agreement will be understood as meaning "including without limitation". If you are unable to access the internet to view any of the web pages referred to in this Agreement, you may request the information from your local NI sales office.

C.	If any action is brought by either party to this Agreement against the other regarding the subject matter hereof, the prevailing party will be entitled to recover, in addition to any relief granted, reasonable attorneys' fees and court costs.

D.	If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, then: (a) the remaining provisions of this Agreement shall remain in full force and effect; and (b) the Parties agree that the court making such determination shall have the power to limit the provision, to delete specific words or phrases, or to replace the provision with a provision that is legal, valid and enforceable and that most closely approximates the original legal intent and economic impact of such provision, and this Agreement shall be enforceable as so modified in respect of such jurisdiction. In the event such court does not exercise the power granted to it as aforesaid, then such provision will be ineffective solely as to such jurisdiction, and will be substituted (in respect of such jurisdiction) with a valid, legal and enforceable provision that most closely approximates the original legal intent and economic impact of such provision. 

E.	Software is, and Third Party Software and Source Code may be, subject to control under the U.S. Export Administration Regulations (15 CFR Part 730 et. seq.), other applicable U.S. export control laws and regulations, and applicable global export control laws and regulations, including, for products exported from the European Union, Regulation (EU) 2021/821 of the European Parliament and of the Council. You represent and warrant that you are not ineligible or otherwise restricted by US or applicable law to receive any copies of the Software, Third Party Software, or Source Code. NI reserves the right not to ship or permit downloading of the Software ordered or otherwise fulfill an order for licenses (including under a Volume License Program or Enterprise Program) if, at any time, NI believes that such shipment or downloading of such Software, Third Party Software, or Source Code or other fulfillment may violate U.S. or other applicable export control laws. You agree that you will not export, re-export, or transfer any Software, Third Party Software, or Source Code in violation of any
U.S. and applicable global export control laws and that you will not export, re-export, or transfer the Software, Third Party Software, or Source Code by any means to (i) any person or entity on OFAC's List of Specially Designated Nationals or on BIS's Denied Persons List, Entity List, or Unverified List, or any other applicable restricted party list or (ii) any prohibited destination, entity, or individual without the required export licenses or authorizations from the U.S. Government or other applicable export licensing authority. For text of the relevant legal materials, see http://www.ni.com/legal/export-compliance.htm.

F.	Software may include what is commonly referred to as 'open source' software. Under some of their respective license terms and conditions, NI may be required to provide you with notice of the license terms and attribution to the Third Party Software, in which case NI purposes to provide you with such information (whether via the Software documentation or otherwise). Notwithstanding anything to the contrary herein, use of the open source software will be subject to the license terms and conditions applicable to such open source software, to the extent required by the applicable licensor (which terms and conditions shall not restrict the license rights granted to you hereunder), and to the extent any such license terms and conditions grant you rights that are inconsistent with the limited rights granted to you in this Agreement, then such rights in the applicable open source license shall take precedence over the rights and restrictions granted in this Agreement, but solely with respect to such open source software. NI will comply with any valid written request submitted by you to NI for exercising any rights you may have under such license terms and conditions (but NI makes no commitment on how quickly it will respond to such request).

(c) 2001–2022 National Instruments. All Rights Reserved.
370406AE-01 
December 2022

ADDENDUM A - Source Code License

1.	"Source Code" means the NI-created human-readable computer code that NI provides with the Software, that is not password protected, and that is in the preferred form for modifying the code (whether graphical or text-based). Source Code does not include any Third Party Software.

2.	This license permits you to use, modify, and distribute the Source Code on the conditions that

A.	you may distribute the Source Code, whether or not you have modified it, only

i.	for a non-commercial purpose and

ii.	under a license identical to this Source Code License;

B.	you may distribute object code derived from the Source Code, whether or not you have modified it, for any purpose;

C.	you maintain and do not minimize, block, or modify any titles, logos, trademarks, copyright, digital watermarks, disclaimers, or other notices that are included in the Source Code;

D.	YOU AGREE THAT THE COPYRIGHT HOLDERS (I) PROVIDE THE SOFTWARE "AS IS" WITH ALL FAULTS (KNOWN AND UNKNOWN) AND WITHOUT ANY WARRANTY, REPRESENTATION, OR OTHER GUARANTEE OF ANY KIND AND (II) DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND OTHER GUARANTEES RELATING TO YOUR USE, MODIFICATION, OR DISTRIBUTION OF THE SOURCE CODE, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTY OF TITLE, IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY IMPLIED WARRANTY ARISING OUT OF COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE;

E.	YOU ASSUME ALL OF THE RISK AND LIABILITY ASSOCIATED WITH YOUR USE, MODIFICATION, OR DISTRIBUTION OF THE SOURCE CODE;

F.	YOU AGREE THAT THE COPYRIGHT HOLDERS ARE NOT LIABLE TO YOU FOR, AND YOU AGREE NOT TO ASSERT ANY CLAIM AGAINST ANY COPYRIGHT HOLDER OR ITS DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS FOR, ANY DAMAGE, LOSS, OR OTHER PREJUDICE OF ANY KIND, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY, INCLUDING CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE), THAT ARISES IN ANY WAY OUT OF THE USE, MODIFICATION, OR DISTRIBUTION OF THE SOURCE CODE, EVEN IF THE COPYRIGHT HOLDER WAS ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGE, LOSS, OR OTHER PREJUDICE, INCLUDING ANY DAMAGE, LOSS, OR OTHER PREJUDICE THAT (I) IS LOST PROFITS (WHETHER YOURS OR A THIRD PARTY'S); (II) ARISES OUT OF OR RELATES TO ANY TEMPORARY OR PERMANENT LOSS OF TANGIBLE PROPERTY (WHETHER REAL OR PERSONAL) OR INTANGIBLE PROPERTY (INCLUDING SOFTWARE AND DATA); OR (III) IS DIRECT, SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, COLLATERAL, EXEMPLARY, PUNITIVE, OR ANY OTHER DAMAGE; and,

G.	you agree that these Sections 1-3 express the entire agreement between you and the copyright holders regarding your use, modification, and distribution of the Source Code.

3.	The copyright holders reserve all of their rights. Except for the non-exclusive licenses expressly granted in Section 2, no rights or licenses are granted expressly, by implication, or otherwise.

ADDENDUM B – Special License Types

Evaluation License; Pre-Release Software

If you have acquired an evaluation license, you may install and use the Software on one (1) computer in your workplace for internal evaluation purposes only and only for the limited period of the evaluation term.

You may not distribute or transfer any applications you create with Software under an evaluation license. Any application created with Software acquired under an evaluation license is not an Authorized Application.

You acknowledge and agree that the SOFTWARE IS EVALUATION ONLY AND MAY ALSO BE PRE-RELEASE SOFTWARE. AS SUCH, THE SOFTWARE MAY NOT BE FULLY FUNCTIONAL AND YOU ASSUME THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE SOFTWARE. NI WILL NOT UPDATE THE SOFTWARE, NOR WILL NI SUPPORT THE SOFTWARE. SOFTWARE PROVIDED UNDER AN EVALUATION LICENSE IS PROVIDED WITHOUT WARRANTY OR OBLIGATION OF INDEMNITY ON NI. THE SOFTWARE MAY CONTAIN CODE THAT WILL, AFTER A CERTAIN TIME PERIOD, DEACTIVATE THE SOFTWARE AND RENDER THE SOFTWARE UNUSABLE, AND IT MAY DO SO WITHOUT WARNING. Upon such deactivation, this
Agreement will be considered terminated. NI may in its sole discretion terminate the evaluation license at any time. If the Software consists of pre-release software and is also covered by a separate, written alpha/beta license (the "Beta Agreement") between you and NI, the terms and conditions of the Beta Agreement, which are incorporated herein by reference, will also apply to your use of the Software. In the event of a conflict between this Agreement and the Beta Agreement, the terms of the Beta Agreement will control.

You agree to use reasonable efforts to provide feedback to NI regarding your use of the Software, including promptly reporting to NI errors or bugs that you might find. Any such feedback you disclose to NI, including any changes or suggested changes to NI's current or future products and services (collectively "Feedback"), will be received and treated by NI on a non-confidential and unrestricted basis, notwithstanding any restrictive or proprietary legends to the contrary accompanying or otherwise associated with the Feedback. You hereby grant to NI a worldwide, royalty-free, non-exclusive, perpetual, and irrevocable license to use, copy, and modify Feedback for any purpose, including incorporation or implementation of such Feedback into NI products or services, and to display, market, sublicense, and distribute Feedback as incorporated or embedded in any product or service distributed or offered by NI. The Feedback license set forth herein will survive expiration or termination of the Agreement.

Compile-Only License (Measurement Studio)

If you have acquired a Measurement Studio compile-only license, you must have also licensed a full version of Measurement Studio under a separate license with NI. The Measurement Studio compile-only license allows you to install the Measurement Studio Software on the number of computers in your workplace identified in the applicable documentation provided to you by NI or its authorized affiliate, including on a network device and run concurrently, provided that only your licensed applicable employee(s) may access or use the Measurement Studio Software on the network device and only up to the number of licenses specified in the documentation. You may only use the compile/build function of the Measurement Studio Software, and you may only perform that function on source code for your Authorized Application that references the Measurement Studio libraries. In no event may you use the Measurement Studio compile-only license for development, including writing code that creates a new instance of a class defined in a Measurement Studio library or that calls a static method of a class defined in the Measurement Studio library.

The home usage exception is not available for Measurement Studio under a compile-only license. Measurement Studio under a compile-only license is not transferable.

Driver Interface Software

If the Software is or contains Driver Interface Software, you may use the Software for your internal development of Authorized Applications. If you are a business or other entity, you may make and install a reasonable number of copies of the Driver Interface Software, other than NI-VISA or NI-488.2, as may be reasonably required for your

internal development of Authorized Applications. You may not make additional copies of NI-VISA and NI-488.2 except for backup or archival purposes as expressly permitted in the Agreement or as expressly permitted by NI in writing. If you received the Driver Interface Software from a third party with or as part of an Authorized Application, then you may only use the Driver Interface Software with such Authorized Application.

Multiple Access License (NI-488.2 Software for GPIB-ENET)

If you have acquired a multiple access license, you may install and use the NI-488.2 Software on any number of computers or storage devices in your workplace solely for the purpose of accessing Ethernet to GPIB controllers.

You may transfer the license to a third party in the same country in which you purchased the license, or within the European Union if you purchased the license in the European Union, provided that you notify NI in writing of such transfer, including the name and location of such third party; such third party accepts the terms and conditions of this Agreement; and after such transfer you do not retain any copies of the Software, including any upgrades and updates that you may have received, nor retain any of the written materials accompanying the Software. NI may, in its discretion, charge you a fee for the transfer.

Concurrent Use License

If you have acquired a concurrent use license, you may install the Software on any or all computers at the physical location to which NI initially delivered the Software ("Site"). The Software may be used by all of your employees at the Site; provided, however, in no event may the number of computers running the Software at the same time exceed the maximum number of licenses you have purchased. You agree that you will also use a NI-approved volume license manager and the license file provided by NI that controls end-user access to the Software to ensure compliance with the foregoing.

There is no home use exception for a concurrent use license. Concurrent use licenses are not transferrable. Debug License
If you have acquired a debug license, you must have licensed the applicable software components (identified below as "Software Components Required") under a separate named user license, computer based license, or VLP license with NI, in which case your applicable employee(s) may now, under the debug license, install such software components on one (1) additional target production computer for each debug license acquired and for debug purposes only or, in the case of a concurrent debug license, in accordance with the use restrictions applicable to concurrent licenses and for debug purposes only.

Debug License: NI TestStand

Software Components Required:

NI TestStand runtime execution engine for executing your sequences and the complete NI TestStand sequence editor development environment;

one (1) copy of LabVIEW and the applicable software toolkits;

one (1) copy of LabWindows/CVI and the applicable software toolkits; one (1) copy of Measurement Studio and the applicable software toolkits Debug License: NI TestStand Semiconductor Module

Software Components Required:

NI TestStand Semiconductor Module;

NI TestStand runtime execution engine for executing your sequences and the complete NI TestStand sequence editor development environment;

one (1) copy of LabVIEW and the applicable software toolkits;

one (1) copy of LabWindows/CVI and the applicable software toolkits; one (1) copy of Measurement Studio and the applicable software toolkits Debug License: LabVIEW
Software Components Required:

one (1) copy of LabVIEW and the applicable software toolkits

Debug License: LabWindows/CVI

Software Components Required:

one (1) copy of LabWindows/CVI and applicable software toolkits

Debug License: Measurement Studio

Software Components Required:

one (1) copy of Measurement Studio and the applicable software toolkits

Debug License: For each of the following software or any other software designated by NI as being software with respect to which NI offers a debug license, you must acquire a copy of the software for which the debug software was developed (for example, one copy of NI Switch Executive for the debug license for NI Switch Executive).

NI Switch Executive LabVIEW Mobile Module
LabVIEW Touch Panel Module LabVIEW Real-Time Module LabWindows/CVI Real-Time Module LabVIEW FPGA Module
LabVIEW Control Design and Simulation Module

LabVIEW Vision Development Module LabVIEW Statechart Module LabVIEW DSC Module
LabVIEW DSP Module

If you licensed the applicable software components under a license other than a concurrent use license, then each of the applicable components must be used on the same target production computer. In no event may you use components subject to a debug license for developing new programs (e.g., test sequences/modules, virtual instruments). Further, if you acquire any upgrade to the applicable software, your existing debug license cannot be used with such upgrade. Rather, you must acquire a separate, "upgraded" debug license from NI for use with such upgrade.

There is no home usage exception for debug licenses.

With the exception of concurrent debug licenses, you may transfer the debug license to a third party in the same country in which you purchased the license or within the European Union if you purchased the license in the European Union, provided that you notify NI in writing of such transfer, including the name and location of such third party; such third party accepts the terms and conditions of this Agreement; and after such transfer you do not retain any copies of the Software, including any upgrades and updates that you may have received, nor retain any of the written materials accompanying the Software. NI may, in its discretion, charge you a fee for the transfer of the license.

ADDENDUM C - Volume License Program Terms

Volume License Program ("VLP"). The VLP is a program to assist customers in managing their licenses. The following terms apply to the VLP.

1.	The quote you obtained from NI or its authorized affiliate regarding the VLP and the VLP Startup Kit ("VLP Documentation") is incorporated into this Agreement. In the event of a conflict between the terms and conditions of this Agreement and the VLP Documentation, the terms and conditions of this Agreement will control.

2.	Term. The VLP will be effective commencing as of the date that NI sends the VLP Startup Kit to you ("VLP Effective Date"). The initial term of the VLP (the "Initial VLP Term") will start on the VLP Effective Date and continue for a period of one (1) year in the event you subscribed for an annual license. In the event you subscribed for a multi-year license, the Initial VLP Term will continue until the lapse of any such multi-year term specified in your Quote and you may terminate this Agreement upon written notice to NI to be sent at least sixty (60) days before the end of any annual term during the VLP Term. You shall not be entitled to any refund in the event of early termination. Upon the end of the Initial VLP Term, you may renew the VLP for additional one (1) year periods (the Initial VLP Term and each such renewal term each shall be referred to herein as a "VLP Term"). [U&P: We revised as above since the “Initial VLP Term” was defined twice. Also, please confirm whether our understanding is correct that the above “continue upon the lapse” in the third sentence should be revised to “continue until the lapse.”]

3.	Software under the VLP may be used by your employees only on those computers located at the location to which NI delivers the Software unless otherwise specified in the VLP Documentation (the "Site"). The definition of "Site" will also include all of your locations located within the same country as the Site. In addition, (i) if your Site is located in North or South America, then all of your locations within North and South America will be considered in the same country; (ii) if your Site is located in Europe, Middle East, India, or Africa (including Russia and Mongolia), then any of your locations within the foregoing regions will be considered in the same country; and (iii) if your Site is located in Asia Pacific, then all of your locations in the region will be considered located in the same country. If you purchase a global VLP, then all of your locations worldwide will be considered in the same country as the Site; provided, however, that the Software must be managed from the region to which NI delivers the Software. Your use of the Software under the VLP will, at all times during the VLP Term and thereafter, be subject to all terms and conditions set forth in the Agreement regarding the specific type of license you have acquired under the VLP (i.e. named user, computer-based, or concurrent).

4.	 You must acquire and maintain during the VLP Term the Subscription or the Software Services for each individual Software license identified in the VLP Documentation and for which NI makes such Subscription or Software Services available. Software Services will be described in the VLP Documentation. NI reserves the right to restrict Software Service to the then most current version of the Software that is commercially available. You understand that NI may not make available Software Service or Subscription for all Software available under the VLP. Unless otherwise agreed to by NI in writing, you must maintain during the VLP Term a minimum of five (5) licenses of the same Term type to a version of a single NI software product that is considered by NI to be a development version.

5.	You must designate an individual in your organization who is responsible for distributing and overseeing the installation and use of the Software, including use of any master installation media and installation and maintenance of any approved volume license manager, ("Software Administrator") for each Site. You must promptly notify NI in writing of any changes to a Software Administrator.

6.	NI will deliver the master installation for the Software and, if provided for in the applicable quotation from NI or its authorized affiliate, make available NI's volume license manager to the Software Administrator(s) for internal installation and use by your employees. Software documentation is provided in electronic form only and comes with the master installation for the Software.

7.	You are responsible for ensuring that an Approved Volume License Manager, together with the most current license file provided by NI that controls end-user access to the Software (to the extent NI has made the Software compatible with an Approved Volume License Manager) is in use at all times, during the term of the VLP and thereafter, with the Software. An "Approved Volume License Manager" means NI's computer software for controlling end user access to the Software and that generates applicable usage compliance information ("NI VLM"); FlexNet software; or any other third party software approved in writing by NI for controlling end user access to the Software. If the Approved Volume License Manager is the NI VLM or if NI makes documentation available for the applicable Approved Volume License Manager, such Approved Volume License Manager must be installed and used in accordance with the documentation provided by NI.

8.	If you have existing computer-based or named user licenses for the Software that are to be covered by the VLP, you must notify NI in writing of the product, platform, and serial number information for each such license. Each such covered license and the individual serial number for each such license will, as of the VLP Effective Date, no longer be in effect and will be superseded by the licenses within the VLP, which will have a single, common serial number. You must provide NI with any information reasonably requested by NI in order to establish and administer the VLP. You understand that not all available existing Software is coverable by a VLP.

9.	Concurrent Use License. If you have obtained a concurrent use license under the VLP, you will be bound by the terms for concurrent use licenses, except that the “Site” for the licenses shall be as defined in this Addendum for licenses under a VLP. If you have purchased a global concurrent license, then all of your locations worldwide will be considered in the same country as the Site.

10.	You acknowledge and agree that in no event may your use of the Software under the VLP exceed the maximum total number of licenses set forth in the VLP Documentation in addition to any licenses that may be added to the VLP after the VLP Effective Date and any licenses available through the "Overdraft" feature. You agree to pay for licenses accessed through the Overdraft feature.

11.	Activity Compliance Logs. Upon request, you agree to provide an activity compliance log ("Activity Compliance Log") for each Site to NI promptly. The Activity Compliance Log must be in a format acceptable to NI.

12.	Renewals. Upon renewal of the VLP, NI may request you to provide a current Activity Compliance Log to NI to be delivered by you within thirty (30) days within such request. NI or its authorized affiliate will provide you with a quote for any fees for additional VLP licenses added during the VLP Term, including through the "Overdraft" feature, that are applicable ("Additional VLP Fees"), and any subscription or software service fees for VLP licenses that you request for renewing the VLP Term ("VLP Renewal Fees"). You must promptly notify NI if the information in the Activity Compliance Log regarding the number of VLP licenses in use changes following your submission, and NI reserves the right to revise the VLP Renewal Fees to reflect any additional VLP licenses used and not reflected in the applicable Activity Compliance Log that you provided to NI at the time you renewed. IF, PRIOR TO THE END OF THE THEN CURRENT VLP TERM, YOU DO NOT ISSUE A PURCHASE ORDER FOR THE SUBSCRIPTION AND SOFTWARE SERVICES AND ANY ADDITIONAL VLP FEES THAT ARE DUE, (I) THE VLP WILL AUTOMATICALLY TERMINATE AT THE END OF THE CURRENT VLP TERM AND (II) ALL SUBSCRIPTION LICENSES OF THE VLP WILL AUTOMATICALLY AND  IMMIDIATELLY TERMINATE AND (III) ALL SOFTWARE SERVICES FOR THE VLP WILL AUTOMATICALLY AND IMMEDIATELY TERMINATE AT THE END OF THE THEN CURRENT VLP TERM.

13.	Purchase Orders; Invoices. You must submit purchase orders to NI or its authorized affiliate as follows.

i.	for initial activation of the VLP: in the amount specified in the applicable written quotation from NI or its authorized affiliate for initial activation of the VLP license and the initial annual user fee for Subscription and/or Software Services within the time-frame specified in the quote provided to you

ii.	for each renewal term: in the amount of VLP Renewal Fees and any Additional VLP Fees prior to the end of the then current VLP Term

14.	Subscription fees and Software Services fees are charged on an annual basis. Additional VLP Fees will be pro-rated on a monthly basis, based on the month of the VLP Term in which the Software under such VLP license was first used or such shorter basis as NI may designate.

15.	THE SOFTWARE AND THE APPROVED VOLUME LICENSE MANAGER MAY CONTAIN CODE THAT WILL, FOLLOWING TERMINATION OF THE VLP, DEACTIVATE YOUR ABILITY TO USE THE SOFTWARE UNDER THE VLP. NI MAY ATTEMPT TO PROVIDE YOU WITH AN UPDATED LICENSE FILE, BUT IT IS YOUR RESPONSIBILITY TO OBTAIN SUCH LICENSE FILE FROM NI AND TO INSTALL AND USE THE LICENSE FILE AS SOON AS POSSIBLE AFTER DELIVERY OF SUCH LICENSE FILE, BUT IN NO EVENT NO LATER THAN SIXTY (60) DAYS AFTER THE TERMINATION OF THE VLP. Upon termination of the VLP, you may continue to use the perpetual VLP licenses in effect and for which you have paid the required fees to NI or its authorized affiliate prior to the date of termination (the "Surviving VLP Licenses"), provided that all such use is conducted with an Approved Volume License Manager and otherwise pursuant to the terms and conditions of the Agreement. IN NO EVENT MAY YOU, FOLLOWING THE TERMINATION OF THE VLP (a) INCREASE THE NUMBER OF THE SURVIVING VLP LICENSES, or (b) USE Subscription-based VLP Licenses, or (c) uSe Disconnected Licenses installed under a prior, expired Term OF THE VLP. .  ANY REACTIVATION OF THE VLP FOLLOWING ITS TERMINATION WILL BE AT THE SOLE DISCRETION OF NI AND MAY BE SUBJECT TO REACTIVATION FEES, AND THE VLP EFFECTIVE DATE THEREAFTER WILL BE THE DATE THAT THE VLP IS REACTIVATED BY NI.

16.	You may obtain individual serial numbers for any of the VLP licenses or Surviving VLP Licenses. There may be a charge for conversion. Unless at the time of termination, no more than four (4) such conversions may occur per calendar year.

17.	Software under a VLP license or a Surviving VLP License is non-transferable and you may not, without the prior written consent of NI or its authorized affiliate, distribute or otherwise provide the Software to any third party or to any of your sites or facilities not expressly identified in the applicable documents from NI.

18.	If you generate and install individual software licenses which are not permanently connected to an Approved License Manager (“Disconnected Licenses”), then Disconnected Licenses shall be subject to all the terms and conditions set forth in this Agreement. The number of Disconnected Licenses shall not exceed the number of licenses identified in the VLP Documentation. If you reconnect any Disconnected license, you must immediately remove from the client the respective Disconnected Licenses. You must remove any Disconnected Licenses to Software from the client that you installed under a prior, expired program within thirty (30) days of the start of the VLP and replace such licenses with Disconnected Licenses that expire no more than thirty (30) days beyond the end of the then current VLP Term. 

ADDENDUM D - Enterprise Program Terms

Enterprise Program ("EP"). The following terms apply to the EP.

1.	NI or its authorized affiliate and you will enter into NI Enterprise Program documentation ("EP Documentation") that, among other things, identifies the Software items that are covered under the EP; the types and maximum number of your licenses for such Software during the term of the EP; the types and maximum number of any licenses that you will obtain on expiration of the EP term; any of your pre-existing licenses that will be converted to licenses under your EP ("EP Pre-Existing Licenses") and any Software Services that are included. The EP Documentation is incorporated into this Agreement; provided, however, if there is a conflict between the terms and conditions of this Agreement and the EP Documentation, the terms and conditions of this Agreement will prevail and control.
2.	Term. The EP will be effective on the date set forth in the EP Documentation or, if not specified, the date that the EP Documentation is signed by NI or its authorized affiliate and sent to you (the "EP Effective Date"). The EP will continue for such term as set forth in the EP Documentation or, if not specified, for three years after the EP Effective Date ("EP Term").

3.	You must designate an individual in your organization who is responsible for distributing and overseeing the installation and use of the Software, including use of any master installation media and any approved volume license manager, ("Software Administrator") for each EP Location. You must promptly notify NI in writing of any changes to a Software Administrator.

4.	Software may be used under the EP (i) solely in accordance with the terms and conditions set forth in this Agreement regarding the specific type of license applicable to such license type acquired under the EP; (ii) solely at, and on computers located at, the locations designated in the EP Documentation ("EP Locations"); and (iii) solely during the EP Term. You acknowledge and agree that (i) in no event may your use of the Software under the EP exceed the maximum total number of licenses set forth in the EP Documentation and (ii) no NI software (including any copies of the Software) other than the copies of the Software expressly identified in the EP Documentation may be used by you under the EP.

5.	You must use, at all times, an Approved Volume License Manager with the most current license file provided to you by NI that controls end-user access to the Software licensed pursuant to the EP. An "Approved Volume License Manager" means NI's computer software for controlling end user access to the Software and that generates applicable usage compliance information ("NI VLM"); FlexNet or FLEXlm software; or any other third party software approved in writing by NI for controlling end user access to the Software. If the Approved Volume License Manager is the NI VLM or if NI makes documentation available for the applicable Approved Volume License Manager, such Approved Volume License Manager must be installed and used in accordance with the documentation provided by NI.

Company may install individual software licenses not managed by a license management tool (“Disconnected Licenses”), up to the quantities and for the term of the licenses set forth in the EP. Except as specifically noted in this paragraph, Disconnected Licenses shall be subject to all the terms and conditions set forth in the EP Documentation. You must remove any Disconnected Licenses to software that you installed under a prior, expired Program within thirty (30) days of the Start Date of the EP Term and replace such licenses with Disconnected Licenses that expire no more than thirty (30) days beyond the end of the EP Term.

6.	Training & Certification Services. If the services to be provided under your EP include software training classes or "certification preparation" courses and certification testing services for NI software ("Training & Certification Services"), you may use available training credits during the EP Term for your employees to attend applicable training classes regarding the use of the Software or to receive applicable "certification preparation" courses and certification testing services from NI, as specified in the EP Documentation. Training & Certification Services will be provided in accordance with NI's then-current standard policies for software training and certification. Training credits may not be used for customized training that would constitute a "defense service" as defined by International Traffic in Arms Regulations 22 CFR 120.9. Training credits have no cash value and any unused training credits will expire upon termination or expiration of your EP or such other term set forth in the EP Documentation.

7.	Software Services. If the services to be provided under the EP include Software Services, then NI will provide (i) your Software Administrator a master copy of all upgrades after the applicable commercial release date and (ii) the number of your users designated in the EP Documentation with access to NI's application engineers for issues involving the installation and use of the Software and with access to NI's customer on-line technical support system. All services will be provided in accordance with NI's then current standard software maintenance and support policies. NI reserves the right to restrict Software Services to the then most current version of the Software that is commercially available. You understand that NI may not make available Software Services for all Software available under the EP.

8.	No Hardware or Hardware Services. You acknowledge and agree that no hardware or hardware-related services are being provided or otherwise made available by NI under the EP.

9.	Annual Management Review; Reports

A.	Upon such periodic basis as set forth in the EP Documentation (but at least annually), your representatives must meet with NI's representatives to discuss the EP and your use of the EP, including evaluating usage of the NI Software and any training credits under the EP and determining the adequacy of licensing levels and number of EP Locations under the EP.
B.	Thirty (30) days prior to the meeting referenced in sub-section A above or upon such other reasonable basis as NI may request, you must provide NI with (i) an activity compliance log identifying requests for permission to use the Software in a format acceptable to NI ("Activity Compliance Logs") for each of the EP Locations and (ii) a usage log showing check-outs and check-ins of the Software ("Usage Log") as generated by the Approved Volume License Manager for the Software at the EP Locations.

10.	EP Fees. The fees that will be charged to you in connection with the EP are set forth in the EP Documentation. Unless set forth otherwise in the EP Documentation, all amounts to be paid by you under the EP will be in U.S. dollars. Amounts set forth in the EP Documentation do not include applicable taxes or import/export duties, and all taxes and other duties relating to any deliverables provided by NI under the EP will be your responsibility and be borne by you. If you acquire a business that has current NI software licenses that you wish to include in the EP, then the fees that may be charged to you in connection with the EP may be increased.

11.	Termination

A.	Either NI or you may in each's discretion terminate the EP upon written notice to the other party, if such other party is in material breach of any of its obligations under these Enterprise Program Terms and such breach has not been cured to the reasonable satisfaction of the non-breaching party within thirty (30) days of receiving written notice of such breach, provided that if the breach is not capable of cure the EP Term will terminate immediately.

B.	Effect of EP Expiration or Termination. Upon expiration or termination of the EP, you must stop immediately all use of the Software under the EP and you must destroy all copies of the Software, provided however that you must deliver the Software and all copies to NI if NI has so demanded prior to such destruction. Notwithstanding the foregoing, with respect to any licenses from NI for Software covered by the EP that were in effect before the EP Effective Date and that are identified as Pre-Existing NI Software in the EP Documentation ("EP Pre-Existing Software"), if the EP is terminated by NI based on a breach only of the terms set forth in these Enterprise Program Terms and not based on a failure to comply with any other term of the Agreement, you may use such number of copies of EP Pre-Existing Software as may be designated in the EP Documentation for the post-EP Term, solely at the EP Locations, and pursuant to, and solely in accordance with, the software license agreements that accompany the software. With respect to any copies of the EP Pre-Existing Software that are designated in the EP Documentation for post-EP Term use and that were either the most current version or the immediately prior version of the Software as of the EP Effective Date, provided that the EP Term was not terminated by NI, you may elect to upgrade such copies to the current version of the applicable Software as of the effective date of termination or expiration of the EP Term for use by you solely in accordance with this Section.

C.	Your right to use EP Pre-Existing Software after the EP Term is contingent on your providing NI with the Activity Compliance Logs and Usage Logs within thirty (30) days of the expiration or termination of the EP Term and immediately paying to NI all amounts due but not paid as of the expiration or termination of the EP Term.

D.	THE SOFTWARE AND THE APPROVED VOLUME LICENSE MANAGER MAY CONTAIN CODE THAT WILL, FOLLOWING EXPIRATION OR TERMINATION OF THE EP TERM, DEACTIVATE YOUR ABILITY TO USE THE SOFTWARE UNDER THE EP. YOU ACKNOWLEDGE AND AGREE THAT THE SOFTWARE MAY BE AUTOMATICALLY DEACTIVATED OR RENDERED UNUSABLE WITHOUT WARNING UPON THE EXPIRATION OR TERMINATION OF THE EP. IT IS YOUR RESPONSIBILITY TO OBTAIN ANY NECESSARY LICENSE FILES FROM NI TO ENABLE ANY PERMITTED POST-EP TERM USE OF EP PRE-EXISTING SOFTWARE AS DESIGNATED IN THE EP DOCUMENTATION. YOU MUST INSTALL AND USE THE LICENSE FILE AS SOON AS POSSIBLE AFTER DELIVERY OF SUCH LICENSE FILE BY NI, BUT IN NO EVENT NO LATER THAN SIXTY (60) DAYS AFTER THE TERMINATION OF THE EP TERM.

12.	Licenses under the EP are non-transferable and you may not, without the prior written consent of NI or its authorized affiliate, distribute or otherwise provide the Software to any third party or to any of your sites or facilities other than EP Locations.
13.	Confidentiality. The terms of your EP Documentation; any proposals or other documents submitted by NI or its authorized affiliate in connection with your EP (including all pricing and fees); and any information about NI product development efforts provided in connection with your EP are considered the confidential information of NI. You must not disclose any NI confidential information to any third party.

ADDENDUM E - Academic License Terms

1.	Software under any of the academic license types may not be used for commercial or industrial purposes and may be used only at an educational institution within International Classification of Education (ISCED) (2011) levels 0-8 (“Academic Institution”).

2.	Authorized Applications developed using Software subject to an academic license may not be distributed for commercial purposes and must be distributed with a prohibition against redistribution for commercial purposes.

3.	Secondary School License. If you have acquired a secondary school license, you may use the Software solely for educational purposes in your secondary school. Secondary schools are defined as levels K–12 and International Standard Classification of Education (ISCED) (2011) levels 0–3. You may install the Software on no more than the number of your school's computers specified by NI or its authorized affiliate in writing in the applicable quote. The foregoing rights apply to a single school or campus (as specified by NI or its authorized affiliate in writing in the applicable quote) and do not extend to an entire school district.

4.	Teaching License. If you have acquired an academic teaching license, you may use the Software solely for instructional purposes at an Academic Institution. A use will be considered as one for "instructional purposes" only if such use meets either of the following criteria: (i) a common exam is given to students at the end of a semester or other academic period and the exam relates (in whole or part) to the students' use of the Software or
(ii) homework or similar projects requiring the use of the Software are used for grading in lieu of an exam. You may install the Software on no more than the number of computers of your Academic Institution as specified by NI or its authorized affiliate in writing in the applicable quote or in the applicable documentation provided by NI to you. Without limiting the foregoing, any use of the Software by any person who is not an instructor at your Academic Institution is prohibited.

5.	Research License. If you have acquired an academic research license, you may use the Software solely for academic research at an Academic Institution. You may install the Software on no more than the number of computers of your Academic Institution as specified by NI or its authorized affiliate in writing in the applicable quote or in the applicable documentation provided by NI to you.

6.	Student Install Option

A.	If you are an Academic Institution and have acquired Student Install Option licenses, NI will deliver to you the master installation for the applicable Software. You may make the Software (including updates or upgrades) available to no more than the number of students specified by NI or its authorized affiliate in writing in the applicable quote, only to the students located at the location to which NI delivers the Software, and only during the time period specified in the quote, and each student must be currently enrolled at the applicable department, college, or specific university campus of your Academic Institution specified in writing in the applicable quote. Each license provided through the Student Install Option included with the Academic Institution’s Software Services will be for a one (1) year term.

B.	If you are a student and have acquired a license to use Software through your Academic Institution’s
Student Install Option, you must be a student enrolled in or taking continuing education classes in order to use the Software. You may use the Software for your personal education purposes, which may include use for classroom or lab coursework as well as academic research that is in furtherance of your undergraduate work, and not for any other purpose. You may install the Software on up to three (3) physical computers; provided, however, only you may use or otherwise run the Software and the Software may only be launched on one computer at a time. You may not install any of the Software on a network device from which the Software may be accessed and used by anyone other than you. There is no home usage exception. You hereby understand and agree that your license will automatically expire upon the conclusion or termination of your enrollment in the Academic Institution or at the end of the term of the license, whichever comes first. Upon any such expiration, you must promptly uninstall all copies of the Software.

C.	Licenses provided through the Student Install Option do not include individual student access to all entitlements of the Standard Service Program (“SSP”) for Software.

7.	Academic Site License (“ASL”). The following terms apply to the ASL.

A.	The quote you obtained from NI or its authorized affiliate regarding the ASL (“ASL Documentation”) is incorporated into this Agreement. In the event of a conflict between the terms and conditions of this Agreement and the ASL Documentation, the terms and conditions of this Agreement will control.

B.	Term. The ASL will be effective the date of your order (“ASL Effective Date”).  The licenses under the ASL (not including Student Install licenses) will be Perpetual Licenses.

C.	Software under the ASL may be used by teachers, researchers, and students in accordance with the terms of the license types set forth in this Addendum E and the ASL Documentation and only on those computers located at the physical location to which NI delivers the Software unless otherwise specified in the ASL Documentation.

The location at which you are permitted to use the Software is the “ASL Location”.
ASL licenses are either for teaching, or for research, as specified in the ASL Documentation.

D.	You must designate an individual in your organization who is responsible for distributing and overseeing the installation and use of the Software, including use of any master installation media and any approved volume license manager, ("Software Administrator") for each ASL Location. You must promptly notify NI in writing of any changes to a Software Administrator. NI will deliver the master installation for the Software to the Software Administrator for internal installation and use by your teachers, researchers, and students, as appropriate. Software documentation is provided in electronic form only and comes with the master installation for the Software.

E.	Software Services. If Software Services have been purchased for or are provided with the ASL, NI will provide your Software Administrator a master copy of all upgrades after the applicable commercial release date. All services will be provided in accordance with NI's then current standard software maintenance and support policies. NI reserves the right to restrict Software Services to the then most current version of the
Software that is commercially available. You understand that NI may not make available Software Services for all Software available under the ASL. Software Services will be described in the ASL Documentation.

Perpetual Licenses under an ASL come with one (1) year of Software Services; Software Services for Perpetual Licenses under an ASL must be purchased separately after the first year. Software Services shall be effective for the period specified in ASL Documentation.

Software Services for the ASL may include Student Install Option licenses, as indicated in the ASL Documentation. Licenses provided through the Student Install Option do not include individual student access to all entitlements of the Standard Service Program (“SSP”) for Software.

F.	You acknowledge and agree that in no event may your use of the Software under the ASL exceed the maximum number of licenses set forth in the ASL Documentation or otherwise exceed the boundaries set forth in the ASL Documentation.

8.	Academic Volume License (“AVL”). The following terms apply to the AVL.

A.	The quote you obtained from NI or its authorized affiliate regarding the AVL (“AVL Documentation”) is incorporated into this Agreement. In the event of a conflict between the terms and conditions of this Agreement and the AVL Documentation, the terms and conditions of this Agreement will control.

B.	Term. The AVL will be effective the date of your order (“AVL Effective Date”).    Unless the AVL Documentation indicates otherwise the initial term of the AVL will start on the AVL Effective Date and continue for a period of one (1) year,and thereafter can be renewed for additional one (1) year period(s) by both parties agreement. The licenses under the AVL (not including Student Install licenses) will be Subscription Licenses , unless specified otherwise in the AVL Documentation.

C.	Software under the AVLmay be used by teachers, researchers, and students in accordance with the terms of the license types set forth in this Addendum E and the AVL Documentation and only on those computers located at the physical location to which NI delivers the Software unless otherwise specified in the AVL Documentation.

The location at which you are permitted to use the Software is the “AVL Location”.
AVL licenses are for teaching or research, as specified in the AVL Documentation.

D.	You must designate an individual in your organization who is responsible for distributing and overseeing the installation and use of the Software, including use of any master installation media and any approved volume license manager, ("Software Administrator") for each AVL Location. You must promptly notify NI in writing of any changes to a Software Administrator. NI will deliver the master installation for the Software to the Software Administrator for internal installation and use by your teachers, researchers, and students, as appropriate. Software documentation is provided in electronic form only and comes with the master installation for the Software.

E.	Software Services. If Software Services have been purchased for or are provided with the AVL, NI will provide your Software Administrator a master copy of all upgrades after the applicable commercial release date. All services will be provided in accordance with NI's then current standard software maintenance and support policies. NI reserves the right to restrict Software Services to the then most current version of the
Software that is commercially available. You understand that NI may not make available Software Services for all Software available under the AVL. Software Services will be described in AVL Documentation.

Software Services are included with AVL with Subsription Licenses. Perpetual licenses under an AVL come with one (1) year of Software Services; Software Services for Perpetual Licenses under an AVL must be purchased separately after the first year. Software Services shall be effective for the period specified in AVL Documentation.

Software Services for the AVL may include Student Install Option licenses, as indicated in the AVL Documentation. Licenses provided through the Student Install Option do not include individual student access to all entitlements of the Standard Service Program (“SSP”) for Software.

F.	You acknowledge and agree that in no event may your use of the Software under the AVL exceed the maximum number of licenses set forth in the AVL Documentation or otherwise exceed the boundaries set forth in the AVL Documentation.

G.	If you use an Approved License Manager and therein generate individual software licenses which you install on clients not permanently connected to such Approved License Manager (“Disconnected Licenses”), then Disconnected Licenses shall be subject to all the terms and conditions set forth in this Agreement. The number of Disconnected Licenses shall not exceed the number of licenses set forth in the AVL Documentation. If you reconnect any Disconnected license, you must immediately remove from the client the respective Disconnected Licenses. You must remove any Disconnected Licenses to Software from the client that you installed under a prior, expired program within thirty (30) days of the start of the AVL and replace such licenses with Disconnected Licenses that expire no more than thirty (30) days beyond the end of the then current AVL Term.   

9.	Transfer. Except for academic research licenses, academic licenses are nontransferable and you may not, without the prior written consent of NI or its authorized affiliate, distribute or otherwise provide the Software to  any third party or to any of your sites or facilities not expressly identified in the applicable documents from NI. The Academic Institution may transfer an academic research only ASL or AVL to the researcher to whom the license originally was assigned, provided that (i) the Academic Institution notifies NI in writing of such transfer, including the name and new location of the researcher; (ii) the researcher accepts the terms and conditions of this Agreement; and (iii) after such transfer the Academic Institution must stop immediately the use of software under the transferred academic research only ASL or AVL.
ADDENDUM F – Product-Specific Provisions

LabVIEW

If you have acquired a LabVIEW development license, you may install the LabVIEW software on one additional computer in your workplace and use the continuous integration activities of automated testing, automated validation, automated review, and automated build processes and any steps that are necessary in the pursuit and setup of these activities solely for the building and testing code developed using the LabVIEW software. In no event may you use the Software on this additional computer for development, with the exception of debugging the automation of continuous integration activities. The additional computer may be a network device that makes software accessible to multiple users, provided that each user must have its own license to LabVIEW and that each user only uses the Software on the additional computer for the code building and testing purposes permitted in this paragraph.

Measurement Studio

Any application created with Measurement Studio Software that uses any Measurement Studio controls in a "design time" context is not an Authorized Application.

MeasurementLink
Unless otherwise specified in any applicable Quote or approved by NI in writing, you shall only be entitled to use of the GRPC feature if you have a valid MeasurementLink license, or any other applicable paid license in place.

LabVIEW Community Edition and LabVIEW NXG Community Edition

If you have acquired a license to LabVIEW Community Edition or LabVIEW NXG Community Edition, you may use the Software solely for your personal, non-commercial, non-industrial purposes. You may not use the Software for teaching or research at a degree-granting educational institution. You may use the Software only for the limited period of the license term specified in the product description, other applicable documentation provided to you by NI, or within the Software itself. The license will expire automatically at the end of such term.
A license to the Software may not be converted to a computer-based license and the license is not transferable.

You may distribute or transfer applications you create with Software, but only if you comply with the terms of the Agreement regarding distribution of Authorized Applications and such distribution of the Deliverables is for non-commercial, non-industrial, and if you are a degree-granting educational institution non-teaching and non-research, purposes only.

You may distribute source code that you have created with the Software only for non-commercial, non-industrial, and if you are a degree-granting educational institution for non-teaching and non-research, purposes only.

Except for the limited distribution rights set forth in this license, in no event may you distribute any software or code created with the Software.

Notwithstanding the terms set forth in the Agreement or Source Code License, you may distribute Source Code (as defined by the Source Code License), whether or not you have modified it, only for a non-commercial, non-industrial, and if you are a degree-granting educational institution for non-teaching and non-research, purpose; you may not distribute object code derived from Source Code. All other terms set forth in the Source Code License shall apply to you.

Use of the Software requires that you create an NI user account and periodically log in to your NI user account from within the Software program in order to validate the Software and allow you to exercise your rights under this Agreement. If NI cannot periodically validate the Software, then the Software may become inactive without additional notice until NI validates the license. During activation and login, as well as any periodic validation, data about your NI user account, the Software, and the computer on which you are using the Software may be transmitted to NI. Any personal data so transmitted will be processed in accordance with, and for the purposes described in, NI's Privacy Statement (http://www.ni.com/pdf/legal/us/privacy.pdf), including but not limited to the section entitled "Software Activation" and, if applicable, the country-specific privacy statement you agreed to in setting up your NI user account.

Notwithstanding the terms set forth in the Agreement or Source Code License, upon termination of your Subscription License, you may use the Community Edition only to view VI files and other content created using LabVIEW, for other purposes than the purposes listed in this section above. It shall be clarified that any creation, edit or developments of such content shall be subject to the limitations set forth above.

YOU ASSUME THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE SOFTWARE. SOFTWARE IS PROVIDED WITHOUT WARRANTY OR OBLIGATION OF INDEMNITY ON NI. THE SOFTWARE IS PROVIDED WITHOUT SERVICES. THE SOFTWARE MAY CONTAIN CODE THAT WILL, AFTER A CERTAIN TIME PERIOD, DEACTIVATE THE SOFTWARE AND RENDER THE SOFTWARE UNUSABLE, AND IT MAY DO
SO WITHOUT WARNING. Upon such deactivation, this Agreement will be considered terminated. NI may in its sole discretion terminate the license at any time.

Multisim Education Edition

You may use the Software solely for your personal, non-commercial, non-industrial, educational purposes, including for classroom or lab work required as part of your educational instruction at an Academic Institution. If you are an Academic Institution, you may use the Software to provide non-commercial, educational instruction to students. An "Academic Institution" is defined as an educational institution within International Classification of Education (ISCED) (2011) levels 0-8.

The Software may not be used for any commercial or industrial research, including but not limited to research receiving funding from a government or commercial entity. Research in furtherance of the Academic Institution or individual’s educational goals, such as individual, unfunded undergraduate research is not prohibited.

You may distribute or transfer applications you create with Software, but only if you comply with the terms of the Agreement regarding distribution of Authorized Applications and such distribution of the Deliverables is for non-commercial, non-industrial purposes only, with a prohibition against redistribution for commercial purposes.

You may distribute source code that you have created with the Software only for non-commercial, non-industrial purposes only, with a prohibition against redistribution for commercial purposes.
Except for the limited distribution rights set forth in this license, in no event may you distribute any software or code created with the Software.

Notwithstanding the terms set forth in the Agreement or Source Code License, you may distribute Source Code (as defined by the Source Code License), whether or not you have modified it, only for a non-commercial, non-industrial purpose; you may not distribute object code derived from Source Code. All other terms set forth in the Source Code License shall apply to you.

TestStand

If you have acquired a computer-based NI TestStand Development System License or NI TestStand Custom Sequence Editor License, you may not remotely access the Software. If you have acquired a named user NI TestStand Development System License or NI TestStand Custom Sequence Editor License, only the then-current Named User may remotely access the Software.

If you have acquired an NI TestStand Development System License or NI TestStand Custom Sequence Editor License, you may install the additional build and analysis tools shipped along with your copy of NI TestStand Development System or NI TestStand Custom Sequence Editor (such as sequence analyzer and deployment utilities) on one additional computer in your workplace for the purposes of building and testing code developed using NI TestStand Development System or NI TestStand Custom Sequence Editor. The additional computer may be a network device that makes software accessible to multiple users, provided that each user must have its own license to NI TestStand Development System or NI TestStand Custom Sequence Editor and that each user only uses the build and analysis tools for the code building and testing purposes permitted in this paragraph.

ADDENDUM G – U.S. Government End User Terms

This Addendum G applies to the Software and subscription services that NI provides to U.S. Government agencies (“Ordering Activity”) or where an Ordering Activity is the end user. Pursuant to FAR 12.212(a), to the extent that any portion of the Agreement are inconsistent with the Federal law, they shall be deemed deleted and unenforceable against the Ordering Activity.  In the event of a conflict between other terms in the Agreement and terms in this Addendum G, the terms in this Addendum G shall govern. 

1.	Acquisition of Commercial Items. The NI Software is a commercial item as defined by the Federal Acquisition Regulation (“FAR”) 2.101 and are licensed to Ordering Activity under the applicable terms of FAR Part 12, “Acquisition of Commercial Items” and/or DoD Federal Acquisition Regulation Supplement (“DFARS”) 227.7202, “Commercial computer software and commercial computer software documentation.” Any use, modification, reproduction, release, performance, display, or disclosure by Ordering Activity shall be governed solely by, and prohibited, except as expressly permitted under, the terms of the Agreement.
2.	Consent to Government Law / Consent to Jurisdiction. Subject to the Contracts Disputes Act of 1978 (41 U.S.C §§ 7101-7109) and Federal Tort Claims Act (28 U.S.C. §1346(b)), the validity, interpretation and enforcement of this Agreement will be governed by and construed in accordance with the Federal laws of the United States, specifically including applicable limitations periods. In the absence of a statutory provision expressly authorizing an equitable remedy, clauses in the Agreement referencing equitable remedies are deemed not applicable to Ordering Activity’s delivery order and are therefore deemed revised to the limited extent necessary to conform. The Ordering agency shall not be required to pay attorneys’ fees or other litigation costs except to the extent expressly authorized by statute.
3.	Ordering Activity Indemnities. All clauses in the Agreement requiring indemnities by the Ordering Activity are deemed revised to the limited extent necessary to conform with the Anti-Deficiency Act (31 U.S.C. 1341, 41 U.S.C. 11), unless such indemnities are otherwise expressly authorized by statute or agency regulations and procedures. 
4.	NI Indemnities. To the extent a clause in the Agreement (1) contravenes the Department of Justice’s right (28 U.S.C. 516) to represent Ordering Activity in any case and/or (2) requires that Ordering Activity give sole control over the litigation and/or settlement, such portion of the clause is deemed to be deleted.
5.	Renewals. All clauses in the Agreement that violate the Anti-Deficiency Act (31 U.S.C. 1341, 41 U.S.C. 11) prohibition on automatic renewal are deemed revised to the limited extent necessary to conform with the Anti-Deficiency Act.
6.	Future Fees or Penalties. All clauses in the Agreement which require the Ordering Activity to agree in advance to pay fees or penalties in excess of the delivery order price are deemed unenforceable against the Ordering Activity except to the extent that such fees are specifically authorized by the Prompt Payment Act or the Equal Access To Justice Act.
7.	Dispute Resolution and Venue. This Agreement is subject to the Contract Disputes Act of 1978, as amended (41 U.S.C. 601-613). Failure of the parties to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this Agreement shall be a dispute to be resolved in accordance with the clause at FAR 52.233-1, Disputes.