TANAGER SOFTWARE LICENSE AGREEMENT

Copyright (c) 2026 Tanager LLC. All rights reserved.

This Tanager Software License Agreement ("Agreement") governs the use of proprietary software made available by 合同会社Tanager (Tanager LLC), a company organized under the laws of Japan ("Tanager"), unless separate written terms expressly apply.

The software, including its executable code, libraries, application programming interfaces, Python modules, documentation, data files, and other materials provided by Tanager, is referred to collectively in this Agreement as the "Software."

By installing, copying, accessing, or using the Software, you agree to this Agreement. If you do not agree to this Agreement, do not install, copy, access, or use the Software.


1. PROPRIETARY SOFTWARE

The Software is proprietary software owned by Tanager and its licensors.

Except for components expressly identified as third-party software, all right, title, and interest in and to the Software, including all applicable intellectual property rights, remain with Tanager.

The Software is licensed, not sold.

The availability of the Software free of charge, including any Community Edition or other free edition, does not make the Software open-source software and does not transfer ownership of the Software or its source code to the user.


2. LICENSE GRANT

Subject to this Agreement and any product-specific terms accompanying the Software, Tanager grants you a limited, non-exclusive, non-transferable, non-sublicensable license to install and use the Software for lawful purposes.

Unless expressly restricted by product-specific terms, permitted use includes:

(a) personal, academic, educational, research, and scientific use;

(b) commercial engineering and consulting work;

(c) internal use by businesses and other organizations;

(d) use on local workstations, internal computing systems, high-performance computing systems, and cloud computing infrastructure for your own permitted activities; and

(e) development and execution of your own scripts, models, workflows, and applications that use the documented interfaces of the Software.

If the licensee is a company, university, research institution, government entity, or other organization, its employees and contractors may use the Software on behalf of that organization subject to this Agreement and any applicable product-specific licensing restrictions.

Different editions of the Software may have different licensing, activation, expiration, feature, or usage conditions. Those conditions may be specified in documentation, purchase terms, license credentials, or other materials accompanying the applicable edition.


3. COMMUNITY EDITION

If the Software is identified as a Community Edition, it may be used free of charge for the purposes permitted by this Agreement.

The Community Edition may be installed and used by multiple users within an organization, subject to this Agreement.

The Community Edition remains proprietary Tanager software. Its availability without a license fee does not grant any right to redistribute, sublicense, modify, or incorporate the Software into another distributed product except as expressly permitted by this Agreement.


4. REDISTRIBUTION

You may not distribute, redistribute, sublicense, sell, lease, rent, publish, mirror, host for download, or otherwise provide copies of the Software to third parties except with Tanager's prior written permission or as expressly permitted by applicable product-specific terms.

In particular, you may not:

(a) bundle the Software with another software product, installer, package, appliance, or distribution;

(b) incorporate copies of the Software into a commercial, freeware, or open-source product distributed to third parties;

(c) redistribute Tanager binary libraries, Python packages, native extensions, or other Tanager components separately from an authorized Tanager distribution; or

(d) represent yourself as an authorized distributor of the Software without Tanager's written permission.

An organization using the Community Edition may internally deploy unmodified official copies of the Community Edition to its own employees or contractors for use on behalf of that organization.

This internal-deployment permission does not authorize external redistribution.

Paid editions, including any Professional or Pro Edition, may not be internally redistributed except as expressly permitted by the applicable product-specific license or commercial agreement.


5. USER-CREATED SOFTWARE, SCRIPTS, AND CONSULTING WORK

You retain ownership of scripts, models, input files, workflows, applications, and other materials that you create independently of the proprietary Software.

You may distribute your own scripts or software that call or import Tanager through its interfaces, provided that you do not distribute the Tanager Software itself as part of your product or distribution.

For example, a third-party Python package may contain code that imports Tanager and may instruct its users to obtain Tanager separately from an official Tanager distribution channel.

Consultants may use the Software in performing services for their clients and may deliver their own scripts, models, reports, simulation results, and other work products to those clients. This permission does not authorize the consultant to redistribute the Tanager Software itself.

Nothing in this Agreement transfers ownership of independently created user materials to Tanager.


6. USER INPUTS AND SIMULATION OUTPUTS

As between you and Tanager, you retain your rights in input data, geometries, models, scripts, configuration data, and other materials that you provide to the Software.

Tanager does not claim ownership of simulation results, field data, S-parameters, reports, exported data, or other outputs generated through your use of the Software.

You are responsible for ensuring that you have the necessary rights to any data or materials that you provide to or process using the Software.


7. HOSTED SERVICES AND SOFTWARE AS A SERVICE

You may use the Software on internal servers, high-performance computing systems, or cloud infrastructure for your own engineering, research, consulting, or other permitted activities.

You may not use the Software to provide a public or third-party-facing automated simulation service, hosted simulation platform, software-as-a-service offering, application service provider offering, or substantially similar service in which third parties obtain access to the functionality of the Software, unless you have entered into a separate written commercial agreement with Tanager.

This restriction does not prohibit an engineer or consultant from using the Software as a tool to perform engineering or consulting services for clients.


8. RESTRICTIONS

Except as expressly permitted by this Agreement, applicable product-specific terms, an applicable third-party license, or applicable law, you may not:

(a) modify, adapt, translate, or create derivative works of proprietary Tanager components;

(b) reverse engineer, decompile, disassemble, decrypt, decode, or otherwise attempt to derive the source code or internal implementation of proprietary Tanager components;

(c) circumvent, disable, remove, interfere with, or defeat license verification, expiration mechanisms, access controls, encryption, or other technical protection measures;

(d) remove, obscure, or alter copyright, trademark, proprietary-rights, attribution, or license notices;

(e) use Tanager's proprietary source code or other non-public proprietary materials to create or assist in creating a competing implementation without Tanager's written permission; or

(f) exercise rights in the Software beyond those granted by this Agreement.

Nothing in this Agreement restricts any right that cannot lawfully be restricted under applicable law.

These restrictions apply only to proprietary Tanager components and do not restrict rights granted under applicable third-party software licenses.


9. BENCHMARKING, VALIDATION, AND SCIENTIFIC PUBLICATION

You may benchmark, test, evaluate, validate, and compare the Software and may publish the resulting technical or scientific findings.

You may use simulation results generated by the Software in academic papers, conference papers, presentations, technical reports, theses, dissertations, benchmarks, validation studies, and similar publications.

When publicly identifying the Software in such work, you must make reasonable efforts to identify the applicable Tanager product and version accurately.

You may not falsely state or imply that Tanager sponsors, endorses, certifies, or approves your work, product, publication, or conclusions.

Nothing in this section authorizes disclosure of Tanager proprietary source code, confidential information, license credentials, encryption keys, or other non-public proprietary materials.


10. TRADEMARKS AND PRODUCT IDENTIFICATION

Tanager names, product names, logos, and associated marks are trademarks or other identifiers of Tanager.

You may make truthful nominative references to Tanager and its products, including statements such as "Requires Tanager Community Edition," "Compatible with Tanager," or similar statements necessary to describe compatibility or technical requirements.

You may not:

(a) represent your product or service as being Tanager software;

(b) imply sponsorship, certification, partnership, or endorsement by Tanager when none exists;

(c) use a Tanager name or mark in a manner likely to cause confusion regarding the source or ownership of a product or service; or

(d) use Tanager logos without prior permission except where such use is otherwise permitted by applicable law.


11. THIRD-PARTY SOFTWARE

The Software may contain, link to, use, or be distributed with third-party software components.

Third-party components are subject to their respective copyright notices and license terms. Applicable third-party notices and licenses are provided with the Software or through accompanying documentation.

Nothing in this Agreement is intended to restrict, supersede, or modify rights granted to you directly under an applicable third-party license.

To the extent that this Agreement conflicts with the applicable license governing a third-party component, the third-party license controls with respect to that component only.

Third-party software remains the property of its respective copyright holders and licensors.

The inclusion or use of third-party software does not make Tanager's proprietary Software open-source software or otherwise alter the proprietary status of Tanager components.


12. LICENSE VERIFICATION AND TECHNICAL MEASURES

Certain editions of the Software may include technical mechanisms for license verification, entitlement verification, feature control, or expiration.

You may not intentionally circumvent or defeat those mechanisms.

The absence of such a mechanism in a particular edition or release does not waive or modify any restriction contained in this Agreement.


13. UPDATES AND LICENSE CHANGES

Tanager may release updates, upgrades, patches, new editions, or new versions of the Software.

Unless expressly stated otherwise, Tanager is not obligated to provide updates, upgrades, patches, new features, or continued availability of any particular version.

The copy of this Agreement distributed with a particular release of the Software governs that release unless you and Tanager separately agree otherwise.

Tanager may change the license terms applicable to future releases. Such changes do not retroactively replace the license terms governing a previously distributed release solely because a newer license has been published.


14. SUPPORT AND MAINTENANCE

Unless expressly provided under a separate written agreement, purchase agreement, support plan, or applicable product-specific terms, Tanager has no obligation to provide technical support, maintenance, bug fixes, updates, upgrades, compatibility updates, or other services.

Any support or assistance provided voluntarily does not create an ongoing obligation to provide such support or assistance.


15. ENGINEERING RESPONSIBILITY AND VALIDATION

The Software is a numerical simulation and engineering tool.

Numerical simulation results may be affected by, among other things, modeling assumptions, geometry, material properties, boundary conditions, excitation definitions, discretization, mesh quality, numerical tolerances, solver settings, convergence, frequency sampling, and user interpretation.

You are responsible for determining whether the Software and its results are appropriate for your intended application.

Simulation results should be evaluated using appropriate engineering judgment and, where appropriate for the application, independent analysis, convergence studies, analytical calculations, measurements, experiments, testing, or other verification and validation methods.

The Software is not a substitute for engineering judgment, required testing, regulatory compliance, certification, or professional responsibility.


16. DISCLAIMER OF WARRANTIES

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE."

TANAGER DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, AND ERROR-FREE OR UNINTERRUPTED OPERATION.

TANAGER DOES NOT WARRANT THAT THE SOFTWARE WILL PRODUCE RESULTS SUITABLE FOR ANY PARTICULAR ENGINEERING, COMMERCIAL, SAFETY, REGULATORY, OR OTHER PURPOSE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.


17. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TANAGER AND ITS OFFICERS, EMPLOYEES, CONTRACTORS, AFFILIATES, AND LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, BUSINESS, DATA, USE, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO THE SOFTWARE OR THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TANAGER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SOFTWARE OR THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID BY YOU TO TANAGER FOR THE SOFTWARE GIVING RISE TO THE CLAIM DURING THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

IF YOU PAID NO LICENSE FEE FOR THE SOFTWARE, TANAGER'S AGGREGATE LIABILITY SHALL NOT EXCEED THE MINIMUM LIABILITY, IF ANY, THAT CANNOT LAWFULLY BE EXCLUDED UNDER APPLICABLE LAW.

Nothing in this Agreement excludes or limits liability to the extent that such liability cannot lawfully be excluded or limited.


18. TERMINATION

Your rights under this Agreement terminate if you materially breach this Agreement and fail to remedy the breach where applicable.

Upon termination, you must cease using and distributing the proprietary Tanager Software and delete or destroy copies in your possession or control, except to the extent retention is required by applicable law.

Termination does not affect rights and obligations that by their nature should survive termination, including provisions concerning ownership, restrictions, disclaimers, limitation of liability, and governing law.

Termination of rights in proprietary Tanager Software does not terminate rights independently granted to you under applicable third-party licenses.


19. EXPORT AND LEGAL COMPLIANCE

You are responsible for using the Software in compliance with laws and regulations applicable to you and your use of the Software, including applicable export-control and sanctions laws.

Nothing in this Agreement authorizes use of the Software in violation of applicable law.


20. GOVERNING LAW

This Agreement is governed by the laws of Japan, without regard to conflict-of-law principles.

Nothing in this section changes the governing law or jurisdiction specified by an applicable third-party software license with respect to the third-party component governed by that license.


21. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, that provision shall be enforced to the maximum extent permitted by applicable law, and the remaining provisions shall remain in effect.


22. NO WAIVER

Failure by Tanager to enforce any provision of this Agreement does not constitute a waiver of that provision or of Tanager's right to enforce it later.


23. ENTIRE AGREEMENT

This Agreement, together with any applicable product-specific terms and any separate written agreement between you and Tanager, constitutes the agreement governing your use of the Software.

If product-specific terms expressly conflict with this Agreement, the product-specific terms control with respect to the applicable product or edition.

Third-party software licenses remain independently applicable as provided in Section 11.


24. CONTACT

Questions regarding this Agreement or requests for permissions not granted by this Agreement may be directed to Tanager through the contact information provided on Tanager's official website.