# Huawei OptVerse Solver End User License Agreement

**Effective Date:** November 25, 2025

IMPORTANT NOTICE:

This End User License Agreement (hereinafter referred to as "this Agreement" or "EULA") is a legal agreement between You (either an individual, company, or any other entity, hereinafter referred to as "You") and Huawei Technologies Co., Ltd. (hereinafter referred to as "Huawei") regarding the Huawei OptVerse Solver software and related documentation (collectively, the "Software" or "Huawei Software").

**PLEASE READ THIS AGREEMENT CAREFULLY BEFORE YOU DOWNLOAD, INSTALL, OR USE THE SOFTWARE.** BY DOWNLOADING, INSTALLING, OR USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT DOWNLOAD, INSTALL, OR USE THE SOFTWARE.

## 1. Definitions

1. **Software**: Refers to the binary executables, APIs, and related modules of the Huawei OptVerse Solver, including all upgrades (as defined below) and related documentation.
2. **Error**: Refers to a reproducible failure of the Software to perform substantially in accordance with the published documentation.
3. **Error Correction**: Refers to a modification or addition to the Software that brings it into material conformity with the published documentation, or a procedure or routine adjustment during regular operation to avoid the practical adverse effect of such nonconformity.
4. **Upgrade**: Refers to any error corrections, version updates, or modifications or additions to the Software or documentation.
5. **Order**: Refers to a purchase order, online subscription confirmation, or contract document issued by Huawei (or a Huawei-authorized organization/individual) and accepted by You, which specifies the License Type and fees. Unless otherwise agreed in writing between You and Huawei, the Order does not alter the content of this Agreement.
6. **Platform**: Refers to the specific combination of hardware, operating system, and basic dependencies on which the current version of the Software can operate normally as described in the release documentation.
7. **Input File**s: Refers to mathematical models (e.g., MPS, LP, matrix files), scripts, or replay files submitted by You to the Software for optimization or error correction.

## 2. Rights Granted

1. Except where agreed in writing with Huawei, You are granted a nonexclusive, revocable, nontransferable, non-sublicensable and limited right to access and use the Huawei Software in accordance with the terms and conditions of this Agreement. (hereinafter referred to as "Right to use").

## 3. Software Description

1. **Acquisition**: You must obtain the Software from channels authorized by Huawei. If you obtain the Software or software with the same name from an unauthorized channel, Huawei assumes no liability for any losses or consequences arising therefrom and reserves the right to pursue relevant legal remedies.
2. **Installation**: You shall select the appropriate version of the Software for installation based on Your Platform and install the Software correctly according to the steps in the Software documentation.
3. **Updates**: Huawei reserves the right to update the Software or change the Software's functions, APIs, and documentation. Huawei does not guarantee that new versions will be completely compatible with previous versions, nor does it guarantee the provision of maintenance services for previous versions.
4. **License Types**:
   1. **Server License**: This license is tied to the MAC address of a single server. It does not limit the number of CPU cores or users.
   2. **Cloud Service (API) License**: Grants the right to call the OptVerse Solver via Huawei Cloud APIs. Usage is metered based on the concurrency defined in the Order.
   3. **Trial License**: Grants You the right to use the Software for a limited period. This right is intended solely for testing the capabilities of the Software within a limited timeframe. During this period, You may not use the Software for any commercial, production, or profit-making purposes.

## 4. Limitations of Use

1. You may not use Huawei technology or Huawei intellectual property to develop software or design, develop, manufacture, sell, or license third-party devices/accessories associated with Huawei devices without Huawei's prior consent.
2. You may not sell, transfer, rent, lease, lend or distribute the entirety or part of the Software to any third party without prior written permission from Huawei.
3. Unless expressly permitted otherwise, You shall not, and shall not allow any other person, company, or entity to publish or disclose benchmark testing results, performance comparisons, or competitive analysis of the Software against other solver products.
4. Except as otherwise expressly permitted, You shall not, nor allow any other person to copy, reverse engineer, decompile, disassemble or create derivatives of the Huawei Software. In addition, You shall not, nor allow others to, or attempt to export the source code of the Huawei Software, or decode or modify the Huawei Software or any part of the Huawei Software or the services that it provides.
5. Unless expressly permitted otherwise, You shall not, and shall not allow any other person, company, or entity to copy, disassemble, reverse engineer, decompile, disassemble, or create derivative works of the Software. Furthermore, You shall not, and shall not allow any other person, company, or entity to conduct or attempt to conduct acts such as exporting the Software source code, decoding, or modifying the Software or any services provided by the Software or any part thereof.
6. You agree not to use the Huawei Software and related update content to engage in the following activities: (1) copy or use any part of the Huawei Software beyond the scope of this Agreement; (2) provide to third parties, or allow third parties to use the whole or part of the Huawei Software without obtaining Huawei's written consent (including but not limited to apps, services, code, and source code); (3) use the Huawei Software in a deceptive way or for deceptive purposes; (4) remove any copyright declarations or prompts contained in the Huawei Software; (5) attempt to destroy, bypass, change, invalidate or escape from the Huawei Software and/or any digital rights management system that is part of the organic composition of the Huawei Software; (6) perform other improper or illegal acts.
7. When using the Huawei Software for storage or copying, You need to be authorized by the relevant rights holders in the corresponding countries or regions. Huawei Software may be used to reproduce materials so long as such use is limited to the reproduction of non-copyrighted materials, materials for which You own the copyright, or materials You are authorized or legally permitted to reproduce. You acknowledge that ownership and intellectual property rights of any material displayed, stored or accessed via your device belong to the owner of the material. Such materials may be protected by copyright law or other intellectual property laws and treaties, and You may need to comply with the usage agreement or terms of use for such materials belonging to a third party. Unless otherwise agreed in writing between the relevant parties , this Agreement does not grant You any right to use such materials, nor does it guarantee that You can continue to use them.
8. If You use Huawei Software together with third-party products, You are responsible for complying with any third-party provider terms. Huawei does not support or guarantee third-party products and compatibility with Huawei Software.

## 5. Ownership

1. Except where otherwise agreed in writing between Huawei and You, nothing in this EULA transfers ownership in, or grants any license to, any intellectual property rights. You retain any ownership of Your content and Huawei retains ownership of the Software and related content.

## 6. Representations and Disclaimers

1. Representations. Each Party represents that it has validly entered into this Agreement and it has the legal power and authority to do so. You may permit Authorized Third Parties to exercise the Usage Rights on your behalf, provided that You are responsible for (a) ensuring that such Authorized Third Parties comply with this EULA and liable for (b) any breach of this EULA by such Authorized Third Parties.
2. DISCLAIMERS.HUAWEI DOES NOT WARRANT THAT THE SOFTWARE WILL BE COMPATIBLE WITH YOUR CONTENT, PLATFORM, OR ANY OTHER HARDWARE, SOFTWARE, SYSTEMS, SERVICES, OR DATA NOT PROVIDED BY HUAWEI. IF THE PROBLEM CANNOT BE RESOLVED, YOU MAY CHOOSE TO CEASE USING THE SOFTWARE. TO THE EXTENT PERMITTED BY LAW, THESE WARRANTIES ARE EXCLUSIVE AND THERE ARE NO WARRANTIES, WHETHER EXPRESS, IMPLIED OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, NON-INFRINGEMENT OR FIRNESS FOR A PARTICULAR PURPOSE. HUAWEI DOES NOT WARRANT THAT THE SOFTWARE WILL BE PERFORMED EFFOR-FREE OR UNINTERRUPTED. DUE TO THE CONTINUOUS DEVELOPMENT OF NEW TECHNOLOGIES FOR NETWORK INTRUSION AND ATTACK, HUAWEI DOES NOT GUARANTEE THAT PRODUCTS OR SOFTWARE (INCLUDING BUT NOT LIMITED TO THIRD-PARTY SOFTWARE OR OPEN-SOURCE SOFTWARE) AND SYSTEMS OR NETWORKS USING HUAWEI PRODUCTS OR SOFTWARE ARE FREE FROM ANY SECURITY VULNERABILITIES. HUAWEI DOES NOT GUARANTEE THAT ALL IDENTIFIED SECURITY VULNERABILITIES WILL BE FIXED.

## 7. Confidentiality

1. **Definition**. "Confidential Information" means all information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") or to the Receiving Party's (or its affiliates') employees, officers, customers, or suppliers during the course of transactions related to this Agreement, whether disclosed before or after the Effective Date, in any medium or form, that is marked or described as "confidential" or should reasonably be understood as confidential. Confidential Information excludes information that: (a) is or becomes public knowledge through no fault of the Receiving Party; (b) was legally in the Receiving Party's possession prior to disclosure; (c) is legally disclosed to the Receiving Party by a third party without confidentiality obligations; or (d) is independently developed by the Receiving Party.
2. **Use of Confidential Information.** For purposes such as performance optimization and Error Correction, subject to Your authorization, You may be required to provide Confidential Information to Huawei in the form of Input Files. You authorize Huawei to download, copy, and run the Input Files internally solely for: (a) Software performance testing; (b) Software vulnerability detection  and repair; and (c) Software improvement research and development. Huawei may use the results generated from such internal use to improve the Software and maintain the interests of Huawei and its customers, provided such use does not violate this Agreement. Huawei reserve full ownership of the technology and content generated thereby.
3. **Protection**. Both parties agree to keep the other party's Confidential Information confidential during the term of this Agreement and for five (5) years thereafter. Neither party shall disclose the other party's Confidential Information to any third party without prior written consent. Both parties agree to take appropriate measures to protect Confidential Information, which shall be no less stringent than those used to protect their own information.
4. **Permitted Disclosure**. The Receiving Party may disclose Confidential Information only to employees, agents, or subcontractors who have a "need to know" and are subject to confidentiality obligations no less stringent than those in this Agreement. Confidential Information may be disclosed if required by legal proceedings or applicable law.

## 8. Limitation of Liability

1. LIMITATION OF LIABILITIES. NOTWITHUNDERSTANDING ANY OTHER PROVISION, HUAWEI’S MAXIMUM LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED (a)THE FEES RECEIVED BY HUAWEI FOR THAT SOFTWARE;(b) THE FEES RECEIVED BY HUAWEI FOR THE RELAVENT HUAWEI SOFTWARE DURING THE TWELVE (12) MONTHS PERIOD PRIOR TO THE DATE THE LIABILITY FIRST AROSE.
2. DIRECT LOSS ONLY. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF REVENUES, PROFITS, OPPORTUNITIES, CUSTOMERS, GOODWILL, REPUTATION, DATA OR DATA USE), EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

## 9. Export Control

1. This Agreement is effective from the date when You accept and remains in force during your use of Huawei Software. You may terminate this Agreement at any time by permanently deleting, destroying and returning, at your own cost, the software, all backup copies, and all related materials provided by Huawei. Huawei or its licensors may terminate this Agreement at any time without notice if You fail to comply with any terms or conditions of this Agreement. Once it is terminated, You must stop using this Huawei Software and delete all the Huawei Software and associated materials that have already been copied and/or installed immediately. Article 3(Limitations of Use), Article 4 (Ownership), Article 6 (Limitation of Liability) and Article 7 (Export Control) shall remain effective after the termination of this Agreement.

## 10. Term and Termination

1. This Agreement is effective from the date when You accept and remains in force during your use of Huawei Software. You may terminate this Agreement at any time by permanently deleting, destroying and returning, at your own cost, the software, all backup copies, and all related materials provided by Huawei. Huawei or its licensors may terminate this Agreement at any time without notice if You fail to comply with any terms or conditions of this Agreement. Once it is terminated, You must stop using this Huawei Software and delete all the Huawei Software and associated materials that have already been copied and/or installed immediately. Article 4(Limitations of Use), Article 5 (Ownership), Article 8(Limitation of Liability) and Article 9 (Export Control) shall remain effective after the termination of this Agreement.

## 11. General Terms

1. **Non-assignment**. You may not assign or otherwise transfer all or part of this Agreement to any third party, including your affiliates, without Huawei’s prior written consent.
2. **Partner Transactions**. If You purchase Huawei Software from Huawei Partner, the terms of this EULA apply to your use of that Huawei Software and prevail over any inconsistent provisions in your agreement with the Huawei Partner.
3. **Force Majeure**. Neither Party shall be liable for any delay for failure to perform this Agreement caused by force majeure event beyond reasonable control, including but not limited to acts of God, earthquake, storms, acts of war, hostility, sabotage, acts of governmental order electrical, internet or telecommunication outage, blockages, embargoes, riots. Both Parties will use reasonable efforts to mitigate the effect of a force majeure event. If such an event continues for more than ninety (90) days, either Party may cancel unperformed Huawei Software and the affected orders upon thirty (30) days prior written notice. This section does not excuse your payment obligations hereunder.
4. **Governing Law**. This Agreement shall be construed, understood and governed in accordance with the laws of the People's Republic of China. If any dispute arises concerning the content or performance of this Agreement, the dispute shall be settled through friendly negotiation. In the event that the dispute cannot be settled through negotiation, either party could submit the dispute to the People's Court with jurisdiction in Longgang District, Shenzhen.
5. **Entire Agreement**. This Agreement incorporates the documents and policies by reference (including reference to information contained in a URL or referenced policy), and is the entire agreement between You and Huawei regarding your use of the Huawei Software. This Agreement supersedes all prior or contemporaneous representations, communications, understandings and agreements between You and us, whether in written or oral, regarding Huawei Software. You may also be subject to additional terms and conditions that may apply when you use or purchase open-source software, third-party content, or other Huawei services.
6. **Changes and Modifications**. Huawei may modify this Agreement, including the documents and policies referenced herein, at any time at Huawei’s discretion by posting a revised version on Huawei’s official Website or by otherwise notifying you. Except otherwise indicated in the modified agreement, documents or policies, the modified terms will come into effect upon posting or notification. You will review such terms regularly on Huawei’s official Website. Your continuous use of the Huawei Software after the effectiveness of such modification will be deemed as your acceptance of the modified terms.
