AGX Dynamics for Unity

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Algoryx End User License Agreement

Copyright 2007-2025. Algoryx Simulation AB.

BY DOWNLOADING, INSTALLING, OR USING THE SOFTWARE, OR BY EXECUTING AN ORDER FORM OR SIGNED VERSION OF THIS AGREEMENT, LICENSEE AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT.

1. DEFINITIONS "Affiliate" means any legal entity that is directly or indirectly controlled by, controls, or is under common control with Licensee (or Algoryx), where "control" means ownership of more than fifty percent (50%) of the shares or voting rights.

"Agreement" means this End User License Agreement between Algoryx and Licensee.

"Algoryx" means Algoryx Simulation AB, reg. no. 556605-9290.

"Authorized Contractor" means a third-party consultant, contractor, or temporary employee working on behalf of the Licensee.

"Compute Unit" means the measurement of processing time used by the Product, defined as one (1) physical or virtual CPU core utilized for a period of one (1) hour (or pro-rated fraction thereof).

"Cluster License" means a license permitting large-scale, parallel, or distributed simulation workloads on cluster, HPC, or cloud infrastructure under Licensee's control. Use requires a valid Developer License for each user or organization initiating or supervising workloads.

Providing compute capacity or simulation results as-a-service to third parties is not permitted.

"Developer License" means a license permitting Licensee to develop, integrate, test, and use applications incorporating the Product solely for internal business purposes. Distribution outside Licensee's organization requires a separate OEM Runtime License.

"Effective Date" means the earlier of (i) the date Licensee purchases the License or (ii) the date Licensee downloads or installs the Product.

"Internal Runtime License" means a license strictly permitting the execution of the Product as an embedded component within Licensee's internal automated systems (e.g., CI/CD pipelines, build servers) or specific end-user applications. This License is valid solely for running pre-compiled, pre-defined simulation scenarios and expressly excludes any use for application development, code compilation, or generic authoring/editing of physics scenes.

"License" means any license type granted under this Agreement, including Academic License, Cluster License, Developer License, Internal Runtime License, Metered License, Trial License, and any other license types as specified in the product invoice. OEM Runtime Licenses are governed under separate agreements.

"Licensee" means the legal entity acquiring the License.

"License Fee" means the fee paid by Licensee for the applicable License.

"Maintenance Arrangement" means a support and upgrade entitlement entered into separately or as part of a Subscription.

"Metered License" means a license granting use of the Product based on a consumption model, where usage is measured and deducted from a pre-purchased balance of Compute Units or billed in arrears based on actual consumption.

"Product" means the proprietary software, modules, and related components provided by Algoryx, including any patches, updates, upgrades, fixes, and documentation released under an active Subscription or Maintenance Arrangement.

"Runtime License (OEM)" means a license allowing third-party distribution of applications incorporating the Product. OEM Runtime Licenses are governed exclusively by a separate OEM License Agreement and are not granted under this Agreement.

"Subscription" means a subscription granting access to updates, bug fixes, and support.

"User" means an individually-identified natural person authorized by Licensee to use the Product. User rights are non-transferable.

2. ACCEPTANCE OF TERMS By downloading, installing, purchasing, or using the Product, Licensee accepts the terms of this Agreement and is granted the License solely as defined in Section 3.

3. LICENSE TERMS

3.1 Grant of Rights Algoryx grants Licensee a non-exclusive, non-transferable license to use the Product in object code form during the Term, strictly for the internal business purposes of Licensee and its Affiliates. Licensee may provide licenses and permit Authorized Contractors to access and use the Product solely for the benefit of Licensee's internal business and not for the Contractor's own projects or other clients. Licensee remains fully liable for any breach of this Agreement by such Authorized Contractors.

3.2 Use Restrictions Licensee may not: - sublicense, lease, rent, sell, distribute, or provide the Product to third parties; - operate simulation-as-a-service offerings using the Product; - circumvent technical limitations or license enforcement; - allow access by any person other than authorized Users; - use the Product to develop or enhance a competing physics engine or simulation platform; or - use the Product, or any data, logs, or outputs generated by the Product, to train, retrain, calibrate, or validate any Artificial Intelligence, Machine Learning model, or Neural Network (collectively "AI Models") where such AI Models are intended to, or do in fact, approximate, replicate, or function as a substitute for the physics solving capabilities of the Product (commonly referred to as "Physics Surrogate Models" or "Model Distillation").

3.3 Metered License Terms If Licensee purchases a Metered License, the following terms apply: (a) Telemetry & Verification. Algoryx automatically collects usage data ("Telemetry") to measure Compute Unit consumption. Licensee shall not block, alter, spoof, or interfere with this Telemetry.

(b) Offline Environments (Air-Gapped). For systems without internet connectivity, Licensee must manually export encrypted usage logs and submit them to Algoryx monthly. Failure to submit logs within ten (10) days of the month's end is a material breach allowing Algoryx to immediately suspend the License.

(c) Overage. Billing Usage exceeding pre-purchased Compute Units will be billed at Algoryx's then-current on-demand rates. Invoices for overages are due within thirty (30) days.

(d) Licensee is strictly liable for all Compute Unit consumption occurring under its credentials. Licensee must pay for all usage, regardless of intent, including charges resulting from:

(i) Automation Errors: Scripting bugs, infinite loops, logic errors, or "runaway" AI processes;

(ii) Operational Errors: Misconfiguration or failure to terminate instances; or

(iii) Internal Misuse: Unauthorized actions by employees or contractors. Algoryx will not refund or waive fees for unintended usage. Licensee is solely responsible for implementing its own spending caps, monitoring tools, or script "circuit breakers" to prevent cost overruns.

3.4 Upgrades & Maintenance Licensee may install updates or new versions released under an active Subscription or Maintenance Arrangement. Algoryx is under no obligation to develop or release updates, enhancements, or new versions. Earlier versions may be used concurrently with newer versions, but Algoryx provides support only for the current version of the Product and may, at its discretion, provide limited support for versions released within the preceding twelve (12) months. Earlier versions are provided "as is" and receive no updates, patches, security fixes, or compatibility guarantees. Nothing in this Agreement obligates Algoryx to maintain backward compatibility between versions or to support any custom integrations or modifications. Licensee's rights to use earlier versions do not extend to versions for which Licensee was not eligible under its Subscription or Maintenance Arrangement.

3.5 Research & Publications If Licensee uses the Product for academic research or public dissemination of results: (a) Benchmarking: Licensee agrees to contact Algoryx prior to publishing any comparative studies to ensure the Product is configured correctly for the intended test cases;

(b) Citation: Licensee agrees to contact Algoryx to ensure correct citation of the software in any paper or publication; and

(c) Acknowledgment: For any results published using a License provided under Algoryx's Academic License Grant Programme, Licensee must include the following statement in the acknowledgment section: "AGX Dynamics licenses were provided by Algoryx under their Academic License Grant Programme."

4. TERM AND RENEWAL

4.1 Term The License begins on the Effective Date and continues for the initial subscription period specified in the Order Form (the "Initial Term"), typically twelve (12) months.

4.2 Renewal Process Approximately sixty (60) days prior to the expiration of the current Term, Algoryx shall provide Licensee with a renewal quote ("Renewal Proposal") specifying the fees for the subsequent period.

4.3 Expiration upon Non-Renewal If Licensee does not provide a Purchase Order or written acceptance of the Renewal Proposal prior to the expiration date, the License will expire at the end of the current Term, and Licensee must cease all use of the Product in accordance with Section 15. Algoryx will not enforce automatic renewal fees without Licensee's confirmation.

4.4 Continuous Coverage (Gap Payment) To maintain continuous access to updates, support, and compliance, any renewal of the License finalized after the expiration of a previous Term shall be retroactively effective from the day immediately following the previous expiration date. Licensee agrees that there shall be no gap in subscription coverage, and fees for the renewal period will be calculated from that retroactive start date, regardless of when the renewal Purchase Order is issued.

4.5 Termination for Cause Either Party may terminate this Agreement with immediate effect if the other Party materially breaches the Agreement and fails to cure the breach within thirty (30) days after receiving written notice.

5. INTELLECTUAL PROPERTY The Product is owned exclusively by Algoryx and its licensors. No rights are transferred except as explicitly granted. Licensee receives no rights to source code. Reverse engineering or modification is prohibited except as required by mandatory law.

5.1 Ownership of Output Licensee owns all simulation outputs, logs, datasets, recordings, and trained AI models generated through lawful use of the Product, subject strictly to the restrictions set forth in Section 3.2. Provided such outputs do not include any part of the Product itself and are not used to create a competing physics engine or prohibited Surrogate Model, Licensee retains full ownership rights.

5.2 Third-Party Software The Product may contain or be provided with third-party software, including open-source software. Such third-party software is licensed to Licensee under the terms of the applicable third-party license agreements, which are set forth in the documentation accompanying the Product. Notwithstanding anything to the contrary in this Agreement, Algoryx provides such third-party software "AS IS" without any warranty or indemnity, express or implied.

6. WARRANTY AND SUPPORT

6.1 Limited Warranty For 90 days from the Effective Date, Algoryx warrants that the Product will function substantially in accordance with documentation under supported environments.

6.2 Support With an active Subscription, Algoryx provides best-effort support during Working Days and Office Hours. Support does not include engineering work, custom development, or integration services.

6.3 High-Risk Use Disclaimer The Product is not intended for real-time use in safety-critical systems (autonomous vehicle control, life support, any application requiring fail-safe performance). Algoryx disclaims all liability for such use.

6.4 As-Is Disclaimer Except for the express limited warranty, the Product is provided "as is".

7. INFRINGEMENT INDEMNITY Algoryx shall defend and indemnify Licensee against any third-party claim alleging that the unmodified Product infringes a patent, copyright, or trademark, provided that: Licensee promptly notifies Algoryx of the claim; Algoryx receives full control of the defense and settlement; and Licensee provides reasonable assistance at Algoryx's expense. Algoryx shall have no obligation for claims arising from: (i) use of the Product in combination with equipment, software, or data not supplied or approved by Algoryx; (ii) modifications made by anyone other than Algoryx; or (iii) use of the Product contrary to this Agreement. If an infringement claim prevents continued use of the Product, Algoryx may, at its discretion: (a) procure a right for Licensee to continue using the Product; (b) replace or modify the Product so it becomes non-infringing; or (c) terminate the License and refund the prorated License Fee paid for the preceding twelve (12) months. These remedies are Licensee's exclusive remedies for infringement claims.

8. LIABILITY

8.1 Liability Cap Algoryx's total liability is limited to the License Fees paid during the 12 months preceding the claim.

8.2 Exclusions Neither party is liable for indirect, consequential, or special damages.

8.3 Cloud & Infrastructure Disclaimer Algoryx is not liable for outages, failures, or data loss caused by Licensee's cloud provider, network, or infrastructure.

9. FORCE MAJEURE Algoryx and Licensee shall not be liable for any delay or failure to perform obligations under this Agreement if caused by events beyond reasonable control, including but not limited to natural disasters, pandemics, war, governmental actions, cyberattacks, widespread cloud or infrastructure outages, or labor disputes. Affected obligations shall be suspended for the duration of the event. If the force majeure event persists for more than sixty (60) days, either Party may terminate the Agreement upon written notice.

10. CONFIDENTIALITY Both Parties agree to keep confidential all non-public information disclosed under or in connection with this Agreement, including the Product, documentation, license keys, pricing, business information, and technical data ("Confidential Information"). Confidentiality obligations do not apply to information that: (i) is or becomes publicly available without breach; (ii) was lawfully known to the receiving Party before disclosure; (iii) is independently developed without reference to Confidential Information; or (iv) must be disclosed by law or governmental order. Each Party shall protect the other Party's Confidential Information using at least the same level of care it uses to protect its own, and not less than reasonable care. Confidential Information may be shared with employees or contractors on a strict need-to-know basis, provided they are bound by confidentiality obligations no less protective than these. These obligations survive termination of the Agreement.

11. EXPORT CONTROL Licensee must comply with applicable export control laws, e.g. referencing sanctioned parties, embargoed countries, end-use restrictions. Licensee represents it is not a sanctioned party and will not export to embargoed destinations or prohibited end users.

12. FEEDBACK Licensee grants Algoryx the right to use suggestions or feedback for improving the Product. Feedback shall not create any obligation for Algoryx to implement or act upon it.

13. GDPR & DATA PROTECTION

13.1 Data Privacy The Parties acknowledge that regarding the processing of personal data (such as names, email addresses, and billing details of Users), Algoryx acts as a Data Controller. Algoryx collects and processes such data solely for the purpose of fulfilling this Agreement, managing licenses, providing support, and billing.

13.2 No Sensitive Data in Product The Product runs within Licensee's environment. Except for standard license validation checks and the Telemetry required for Metered Licenses (as defined in Section 3.3), the Product does not automatically transmit Licensee's proprietary simulation content or data to Algoryx. Licensee agrees not to send any sensitive personal data (e.g., health data, government IDs) to Algoryx via support channels.

13.3 Future Usage Data Algoryx may, in the future, implement features to collect technical, aggregated, and anonymized data regarding the usage of the Product (e.g., crash reports, feature usage statistics). Such data shall not contain any personally identifiable information or Licensee's proprietary simulation content and may be used by Algoryx solely for product improvement and development.

13.4 Privacy Policy All personal data processing by Algoryx is governed by Algoryx's Privacy Policy, available at https://www.algoryx.com/privacy-policy/, which is incorporated herein by reference.

14. COMPLIANCE & AUDIT Algoryx or its independent auditors may, upon reasonable prior written notice and during normal business hours, audit Licensee's use of the Product to ensure compliance with this Agreement. Licensee agrees to provide reasonable access to relevant records and systems. If an audit reveals underpayment of fees, Licensee shall promptly pay such fees, at Algoryx's then-current list price, plus an additional compliance penalty equal to twenty percent (20%) of the underpaid fees,, plus reasonable costs of the audit.

15. ALTERATIONS Licensee may not modify, adapt, translate, decompile, reverse engineer, disassemble, or create derivative works of the Product except to the extent permitted by mandatory law. The Product may not be combined or integrated with other software in a manner that circumvents technical or license restrictions. Any modifications or derivative works created in violation of this Agreement are the exclusive property of Algoryx.

16. EFFECTS OF TERMINATION Upon termination or expiration of this Agreement: (a) All rights and licenses granted to Licensee shall immediately cease;

(b) Licensee must immediately stop using the Product, delete all copies, and certify such deletion in writing within ten (10) business days of request; and

(c) Any unpaid fees for the remainder of the then-current Term shall become immediately due and payable (unless termination is due to Algoryx's material breach). Termination does not affect any accrued rights or obligations, nor the survival of Sections relating to intellectual property, confidentiality, liability, export control, restrictions, and any other provisions intended to survive termination.

17. ASSIGNMENT Licensee may not assign, transfer, sublicense, or delegate this Agreement or any rights or obligations under it without Algoryx's prior written consent. Algoryx may assign this Agreement in whole or in part in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets or business. This Agreement shall bind and benefit the Parties and their permitted successors and assigns.

18. WAIVER A failure or delay by either Party to exercise any right or enforce any provision of this Agreement shall not constitute a waiver of that right or provision. Any waiver must be in writing and signed by the waiving Party and shall apply only to the specific instance stated in such written waiver.

19. ENTIRE AGREEMENT / EXCLUSION OF WARRANTIES This Agreement constitutes the entire agreement between the Parties with respect to the Product and supersedes all prior or contemporaneous agreements, proposals, negotiations, and representations, whether written or oral. Any terms or conditions in a purchase order, procurement portal, or other Customer documentation that conflict with or supplement this Agreement shall have no effect unless expressly accepted in writing by Algoryx. No implied warranties or obligations apply except as required by mandatory law.

20. GOVERNING LAW AND DISPUTE RESOLUTION This Agreement shall be governed by the substantive laws of Sweden, excluding its conflict-of-laws principles and the United Nations Convention on Contracts for the International Sale of Goods. Any dispute, controversy, or claim arising out of or in connection with this Agreement, including its breach, termination, or validity, shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce ("SCC"). The SCC Rules for Expedited Arbitration shall apply unless the SCC, considering the complexity of the case, the amount in dispute, or other relevant circumstances, determines that the Arbitration Rules shall apply. In such a case, the tribunal shall consist of three arbitrators. The seat of arbitration shall be Stockholm, Sweden, and the language of the proceedings shall be English. Notwithstanding the above, Algoryx shall be entitled to bring action before a competent district court or enforcement authority (e.g., Kronofogdemyndigheten) for the collection of undisputed past due invoices or fees. The Parties shall keep confidential the existence of the arbitration, all materials submitted, and any decision or award, except where disclosure is required by law, to enforce a legal right, or to a Party's professional advisors bound by confidentiality.

21. IRREPARABLE HARM & INJUNCTIVE RELIEF Licensee acknowledges that unauthorized use, disclosure, or distribution of the Product, or breach of Algoryx's intellectual property rights or confidentiality obligations, may cause irreparable harm for which monetary damages are inadequate. Algoryx is therefore entitled to seek injunctive relief, specific performance, or other equitable remedies in addition to any other rights or remedies available at law.

22. OPTIONAL SIGNATURES It is acknowledged by Algoryx and Licensee that the acceptance terms of this Agreement are pursuant to Section 2, but that this Agreement as an option also may be mutually and duly signed below in order to further raise the legal evidence level of the terms of acceptance. Legal name, address and organizational id of Algoryx:

Algoryx Simulation AB (556605-9290)
Kuratorvägen 2B
907 36 Umeå, Sweden