GUROBI OPTIMIZATION, LLC CLOUD LICENSE AGREEMENT

Please read the terms and conditions of this agreement carefully. This license agreement (“Agreement”) is madebetween Gurobi Optimization, LLC, (“Gurobi”) and you, the company identified on the Order Form (“You”, “Your”,“Customer”, “Licensee” or “End-User”). You are the Customer under this Agreement if you are ordering Gurobi
software or services.
By installing and enabling the Gurobi optimizer software (“Gurobi Product” or “Product”), tapping on a button
indicating Your acceptance of this Agreement, or by executing a document that references the terms of this Agreement,
You are accepting the terms of this Agreement. Your acceptance and use of the Gurobi software and/or services onbehalf of an organization binds both You and the organization to this Agreement. If You do not agree to the terms andconditions of this Agreement, do not install or use the Gurobi Product.
All references to the “Gurobi Product” or to the “Product” in this Agreement shall include any and all enhancements,
improvements, error corrections, new releases, upgrades, improvements or extensions provided by Gurobi.
The effective date of this Agreement is the earliest of: the date on which the Gurobi Product is installed and enabled, or
the date that Gurobi makes the license key available to you regardless of when the Product is downloaded (“EffectiveDate”).
1

GENERAL PROVISIONS

1.1
The Cloud Service. This Agreement shall apply to all Gurobi Products that reside on and are used by You
on an externally managed and maintained cloud computer(s) or server(s) (the “Cloud”). The Gurobi Cloud service
offers access to and use of pre-configured Amazon Web Services’ (“AWS”) Elastic Compute Cloud (“EC2”) systems
and Microsoft Azure systems on which the Gurobi Product will run.
1.2
Accessing the Gurobi Product. The Gurobi Product may be installed on and/or accessed by way of (1) Your
computer(s) (hereafter referred to as the “Gurobi Client-Software”), controlled by (a) a Gurobi-provided management
console (the “Gurobi Instant Cloud”) or (b) the AWS management console (the “AWS Management Console”) or(c) the Azure portal or (d) direct log-in to the AWS EC2 or Azure system.
1.3
Compute Server Feature. The Gurobi Cloud offering includes the license to use a server, either preconfigured by Gurobi or configured by You, that offloads the optimization processing functions of an application to a
cloud server (a “Compute Server”). A Gurobi Compute Server has a Gurobi managed and maintained client librarythat automatically offloads optimization processing functions to cloud servers (the “Gurobi Compute Server”). All
Gurobi Cloud service pricing plans include queuing, load balancing, and failover capabilities.
1.4
Commercial Agreement Applicable. All use of the Product shall be subject to the fees, license type andduration specified under any corresponding Gurobi Order Form, confirmation email or invoice (“Commercial
Agreement”) which You have executed, signed or otherwise authorized in conjunction with the purchase of the right touse the Gurobi Product. “Order Form” means an Order Form or other similar document issued by Gurobi and acceptedby You that references this EULA and sets forth the applicable Gurobi Product and fees. The terms and conditions of
the Commercial Agreement are hereby incorporated by reference into this Agreement, and any reference to“Agreement” shall also refer to the Commercial Agreement. In the event of a conflict between the Commercial
Agreement terms and the terms set forth herein, the more specific terms control.
1.5
Applicability of Specific Provisions. This Agreement covers multiple jurisdictions and licensing
arrangements for the Gurobi Product and certain provisions are applicable only to a given jurisdiction or type of licensing
arrangement. Where such specific provisions apply, they will be clearly identified. All provisions not otherwise madespecifically applicable to a given jurisdiction or type of licensing arrangement are applicable to all licenses of the Gurobi
Product.
1.6
Development and Deployment Use. Gurobi Cloud Licenses (as defined below) can be used for development
or deployment of an application, or both.

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2

LICENSE GRANTS/SCOPE OF RIGHTS

2.1
Cloud License Grants. Subject to payment of the applicable license fee and the restrictions set forth in thisAgreement, Gurobi grants You a non-exclusive right to use the Product, in object code form, with a virtual machine ormachines pre-configured by Gurobi for the AWS EC2 or Microsoft Azure platforms (a “Cloud License”). A Cloud
License for all Gurobi Cloud service options allows use of an unlimited number of Gurobi Client-Software connections
to a Cloud server. The Gurobi Client-Software shall be operated by or for You, for Your benefit only, and Your license
is strictly limited to use by the entity name, division or department that appears on the Gurobi Order Form.
2.2
General License Restrictions. In all cases, licensed users and uses are restricted to You and Your
employees. Making the Product available over the Internet or similar networking technology to others who are not Your
employees (“Hosting”) is expressly prohibited. Notwithstanding the foregoing, Hosting that otherwise respects thelimitations of the Cloud License type and usage purchased is permitted, provided that the Product is embedded in andonly accessible through a user-developed application that adds significant additional functionality and does not allow
the end user to formulate and solve arbitrary linear, quadratic, or quadratically-constrained programming models, ineither their continuous or mixed-integer forms.
2.3
Other Limitations on Product Use. You may not use, copy, modify, or distribute the Product, or make any
copy, adaptation, transcription, or merge any portion thereof, except as expressly authorized by Gurobi in a separate
written agreement signed by Gurobi. You may not reverse assemble, reverse compile, otherwise translate, or reverse
engineer the Product. Your license may not be transferred, re-distributed, re-sold, leased, assigned, or sub-licensed
without Gurobi’s prior written consent. Any unauthorized transfer, re-distribution, re-sale, lease, assignment or
sublicense of the Product is void and automatically terminates the license. If You copy or modify the Product in any
way not expressly authorized by Gurobi, Your license is automatically terminated.
2.4
Additional Restrictions. In addition to the license and service scope limitations set forth in this Section 2,
additional license and service scope limitations apply depending on the type of license and service support identified in
the Order Form (ex. Platinum, Gold, Silver or Starter Pack). The applicable additional scope restrictions are set forth in“Exhibit A” attached hereto. You covenant that You will at all times comply with all such additional scope restrictions.

3

MAINTENANCE AND CLOUD SUPPORT

3.1
Maintenance and Cloud Support. Maintenance and cloud support services (“Maintenance”) for Cloud
Licenses are set forth in “Exhibit A” attached hereto.

4

PAYMENT TERMS

4.1
Subscription/Usage Fees. A Cloud License requires a periodic subscription fee (the amount of which
depends on the specific Cloud service plan chosen), and, may require an additional per-hour usage fee (the “UsageFee”). Where the Usage Fee applies, Gurobi will create a billing account, which can be pre-paid by depositing funds,
or post-paid via invoice or a credit or debit card. If Your license includes use of AWS or Azure cloud systems via the
Gurobi Instant Cloud, the cost of the cloud hardware on which the Product runs is included in the stated price. If You
use distributed optimization (e.g., multiple machines used to solve all or parts of an optimization problem
simultaneously) on the AWS EC2 or Azure hardware, additional machine charges will be incurred. Your account will becharged from the time a compute instance is started until it is stopped or terminated, regardless of whether the computeinstance is active or idle. If Your account reaches a negative balance, You have a delinquent invoice, or Gurobi isunable to bill You via credit card or debit card, Gurobi reserves the right to disable Your access to the Cloud service
until You add funds to Your Gurobi Cloud account or otherwise pay the amount that is due and owing. A detailed Gurobi
use statement will be available through the billing system of the Gurobi Instant Cloud. Gurobi will issue a license thatenables the Product for a limited period of time until payment is received by Gurobi in full. Upon receipt of payment-infull, Gurobi will issue a license for the duration of the term of the applicable Product License.
4.2
Invoice Terms. Unless otherwise indicated on the invoice, all invoices from Gurobi shall be due and payable
within thirty (30) days of the date of each invoice. Except as provided in Paragraph 9.2 (Right to Cure), the fees are notrefundable. If any fees are not paid when due, Gurobi may, at its option, charge interest at a rate of one and one-halfpercent (1½%) per month or, if less, the highest rate allowed by applicable law from the date such fee or charge firstbecame due.

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4.3
Taxes. You are responsible for sales or use taxes, and state or local property or excise taxes associated withYour licensing, possession, or use of the Product and any associated services.

5

WARRANTIES AND LIMITATIONS

5.1
Warranty. For the duration of Your Cloud License (the “Warranty Period”), Gurobi warrants that the Productwill perform substantially in accordance with the documentation. Gurobi does not warrant that the Product will beerrorfree in all circumstances. As Your exclusive remedy for any defect or material error in the Product that occurs
during the Warranty Period, and as Gurobi’s entire liability in contract, tort, or otherwise for a breach of warranty, Gurobi
agrees to correct such material error or defect at Gurobi’s facility by issuing corrected instructions, a restriction, or awork around. If Gurobi is unable to correct such defect or material error after a reasonable opportunity, Gurobi shallrefund the License fees paid for such Product.
5.2
Limitation on Warranty.
Gurobi shall have no liability for negligence. In addition, except for the warranties set forth in this EULA, Gurobi makes
and You receive no warranties, express, implied, or statutory, and Gurobi specifically disclaims any warranty ofmerchantability or fitness for a particular purpose.

5.3
Limitation of Liability; Exclusion of Consequential Damages. The cumulative liability of Gurobi to You forany and all claims relating to the Product and any services rendered under this Agreement shall not exceed the total
amount of all Cloud service subscription and Usage Fees (as applicable) paid to Gurobi for the Product within the prioryear. This limitation shall not apply to the indemnification provided in Section 9 (“Indemnification”). In no event shall
Gurobi be liable to You for any consequential, indirect, special, or incidental damages, including but not limited to, forIndemnification claims, even if Gurobi has been advised of the possibility of such potential loss or damage. The
foregoing limitation of liability and exclusion of certain damages, where permitted, shall apply regardless of the successor effectiveness of other remedies, but may not apply in some jurisdictions.

6

YOUR OBLIGATIONS

6.1
Security and Backup. You are responsible for properly configuring and using the Cloud License andotherwise taking appropriate action to secure, protect and backup Your accounts and Your data in a manner that will
provide appropriate security and protection, including the use of encryption to protect Your data and account fromunauthorizedaccess.
6.2
Log-in Credentials and License Keys. Log-in credentials and license keys generated by the Cloud service
are for Your internal use only and You will not sell, transfer or sublicense them to any other entity or person, except that
You may disclose Your private key to Your agents and subcontractors performing work on Your behalf.

7

OWNERSHIP

7.1
The Product is licensed, not sold. Use herein of the word “purchase” in conjunction with licenses, license
keys, or elsewhere shall not imply a transfer of ownership. This Agreement does not grant You any rights, title, orinterest in or to Product, its trademarks, trade secrets, or corresponding intellectual property and all rights, title, andinterest in and to the Product, including the corresponding documentation, shall remain the property of Gurobi. All rights
not expressly granted under this Agreement are reserved.

8
CONFIDENTIAL INFORMATION
8.1
Confidential Information. “Confidential Information” means any data or information, oral or written, treatedas confidential that relates to either party’s past, present, or future research, development or business activities,
including any unannounced products and service(s), developments, inventions, processes, plans, financial information,customer lists, forecasts, and projections. Notwithstanding the foregoing, Confidential Information shall not be deemed
to include information that: 1) is publicly available or in the public domain at the time disclosed; 2) is or becomes publicly
available or enters the public domain through no fault of the party receiving such information; 3) is rightfullyRev. 20240125

communicated to the recipient by persons not bound by confidentiality obligations with respect thereto; 4) is already inthe recipient’s possession free of any confidentiality obligations with respect thereto at the time of disclosure; 5) is
independently developed by the recipient; or 6) is approved for release or disclosure by the disclosing party without
restriction. The receiving party shall use its best efforts to maintain the secrecy of all such Confidential Information.
The receiving party shall refrain from using, disclosing, or otherwise exploiting the disclosing party’s Confidential
Information for any purpose not specifically authorized by the disclosing party.
8.
Customer Data in the Cloud. If Your Cloud License uses AWS or Azure machines, You may specify thegeographic regions in which the machines processing Your data will be located. You consent to the processing of Your
data in the regions You select.
8.3
Model Input File Exception. Notwithstanding the requirements of this Section 8, any MPS, LP, API recordingor other model input files used as input to the Product (collectively, “Model Input Files”) provided to Gurobi by or on
behalf of You may be placed by Gurobi in the Gurobi model library and used by Gurobi for testing, determining and/or
benchmarking solutions times for the Product, and improving the ability of the Product to solve such problems, with any
resulting modifications in the Product being the sole property of Gurobi. Gurobi may copy, download and run the Model
Input Files for the purposes set forth in this section. The use of Model Input Files for any other purpose than described,
whether internal or external by Gurobi or any other party through Gurobi, shall require the prior consent of the disclosing
party. Model Input Files will be held in confidence, as with all other Confidential Information. Model Input Files will bedeleted from Gurobi’s model library upon receiving a written request to do so. Gurobi shall store the Model Input Fileson the same infrastructure and with the same security protocols Gurobi uses to store its Product source code.

9

INDEMNIFICATION

9.1
Indemnification. If a third party asserts a claim that the Product infringes any U.S. patent, copyright, or trade
secret, Gurobi will defend You against such claim at Gurobi’s expense and pay all damages that a court finally awards,
including reasonable attorneys’ fees, provided that You promptly notify Gurobi in writing of the claim, allow Gurobi tocontrol the defense of such claim, and cooperate with Gurobi in the defense or any related settlement negotiations.
9.2
Right to Cure. If such a claim is made or appears possible, Gurobi may, at its option, secure for You the rightto continue to use the Product, or modify or replace the Product so it is non-infringing, or, if neither of the foregoing
options is available in Gurobi’s judgment, require You to return the Product for a credit equal to the portion of previously
paid license fees allocable to the remaining term of Your license.
9.3
No Obligation. Gurobi has no obligation to indemnify You for any claim that (a) is based on an unauthorized
modification of the Product where the Product would not be infringing without the modification, or (b) is based uponYour combination of the Products with any third party product unless the combination was necessary or authorized by
Gurobi for use of the Product, or is consistent with use of the Product by Gurobi’s other customers. THIS PARAGRAPH 9
STATES GUROBI’S ENTIRE OBLIGATION TO YOU WITH RESPECT TO ANY CLAIM OF INFRINGEMENT.

10TERM AND TERMINATION
10.1
Term. Your Cloud License will commence on the Effective Date. Subscription Cloud Licenses will continue forthe subscription period set forth on the Gurobi Order Form for the Cloud License, unless and until earlier terminatedpursuant to Section 10.2. Subscription Cloud Licenses will not automatically renew. Gurobi may send You a proposed
Order Form to renew the current Subscription Cloud License with updated pricing. Such new Order Form will take effectupon mutual written agreement of the parties.
10.2
Material Breach. This Agreement may be terminated: a) by either party upon a material breach by the otherparty, if the breach has not been cured within thirty (30) days after the breaching party has received written notice
thereof; b) by Gurobi, upon fifteen (15) days written notice, in the event of any delinquency of Your payment of amounts
due hereunder; or c) by the non-breaching party upon three (3) days written notice in the event of breach of Section 8(Confidential Information).
10.3
Survival. Notwithstanding the termination of this Agreement for any reason, the rights and duties of theparties under Sections 4 (Payment Terms), 7 (Ownership), 8 (Confidential Information), and 9 (Indemnification) shallsurvive such termination and remain in full force and effect.

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11

EXPORT CONTROLS

11.1
Export Restrictions. The Product delivered to You under this Agreement is subject to U.S. export control
laws and regulations and may also be subject to import and export laws of the jurisdiction in which it was obtained, if
outside the U.S. You shall abide by all applicable export control laws, rules and regulations applicable to the Productand documentation. You agree that You will not export, re-export, or transfer the Product or documentation, in whole orin part, to any country, person, or entity subject to U.S. export restrictions. You will not use the Product to benefit, or
provide services to, any country, person, or entity subject to U.S. export restrictions. You will not permit any third party
to access or use the Product (whether via delivery of on-premise software or provision of the functionality of the Productvia hosting services) in violation of any U.S. export restrictions. You specifically agree not to export, re-export, or transfer
the Product or documentation (i) to any country to which the U.S. has embargoed or restricted the export of goods orservices, or to any national of any such country, wherever located, who intends to transmit or transport the Productback to such country; (ii) to any person or entity who You know or have reason to know will utilize the Product or portion
thereof in the design, development, production or use of nuclear, chemical or biological materials, facilities, or weapons;or (iii) to any person or entity who has been prohibited from participating in U.S. export transactions by any federal
agency of the U.S. government. You will ensure that all of Your customers and licensees comply with all of Yourobligations in this Section 11.1. You will be liable for any breach of this Section 11.1 by, or caused by, any of Yourcustomers or licensees.

12

MISCELLANEOUS PROVISIONS

12.1

Assignment. This Agreement shall not be assignable by You without the prior written consent of Gurobi.

12.2
Interpretation. This Agreement shall be interpreted in accordance with the plain meaning of its terms and notstrictly for or against either of the parties to this Agreement.
12.3
Severability. In the event that any provision of this Agreement is found invalid or unenforceable pursuant tojudicial decree or decision, the remainder of this Agreement shall remain valid and enforceable according to its terms.
WITHOUT LIMITING THE FOREGOING , IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT, IN THE EVENT ANY REMEDY HEREUNDER IS
DETERMINED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE , ALL OTHER LIMITATIONS OF LIABILITY AND EXCLUSION OF DAMAGES SETFORTH HEREIN SHALL REMAIN IN FULL FORCE AND EFFECT .
12.4
Notices. All notices or other communications required to be given under this Agreement shall be in writing
and delivered either personally or by U.S. mail, certified, return receipt requested, postage prepaid, and addressed asprovided in this Agreement or as otherwise requested by the receiving party. Notices delivered personally shall beeffective upon delivery and notices delivered by mail shall be effective upon their receipt by the party to whom they are
addressed.
12.5

Governing Law.

12.5.1 If the Customer obtains a license to the Product in the United States, Canada or Mexico, this Agreement shallbe governed by the substantive laws of the State of California as if entered into in that state between two residents
thereof, without regard to any conflict of laws provisions.
12.5.2 Except where otherwise expressly prohibited by local law, all disputes involving Customers who purchased
their license to the Product outside of the U.S. shall be construed in accordance with the laws of England and Wales.
12.5.3 In all cases, the United Nations Convention on the International Sale of Goods shall not apply. The parties also
agree that the provisions of the Uniform Computer Information Transactions Act shall not apply to this Agreement.
12.6
Contracting Entity. Where Customer has its principal place of business in the United States, Israel or any
country considered to be a part of Europe (except Germany, Austria or Switzerland), the Middle East, or Africa (asdetermined by the billing address associated with the Product purchase), the Product is licensed from Gurobi
Optimization, LLC, a Delaware limited liability company, with offices at 9450 SW Gemini Dr. #90729, Beaverton, OR
97008-1578.

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12.7
Modifications and Waivers.
12.7.1 Gurobi may amend this Agreement from time to time by posting an updated version at its website(https://www.gurobi.com/) and sending You written notice thereof. Such amendment will be deemed accepted andbecome effective thirty (30) days after such notice (the “Proposed Amendment Date”) unless You first give Gurobi
written notice of rejection of the amendment. In case of such rejection, this Agreement will continue under its original
provisions, and the amendment will become effective at the start of Your next Term following the Proposed Amendment
Date (unless earlier terminated in accordance with Section 9 herein). Your continued use of the Product following theeffective date of an amendment will confirm Your consent thereto. You recognize and agree that Gurobi’s privacy policy
and other applicable policies (without limitation) are not incorporated into this Agreement, and Gurobi may revise themat any time in its sole discretion, with or without following the procedures of this Section 12.7.1.
12.7.2 Except as set forth in 12.7.1, this Agreement may not be modified except by a writing signed by authorized
representatives of both parties. A waiver by either party of its rights hereunder shall not be binding unless contained ina writing signed by an authorized representative of the party waiving its rights. The non-enforcement or waiver of any
provision on one (1) occasion shall not constitute a waiver of such provision on any other occasions unless expressly
so agreed in writing. It is agreed that no use of trade or other regular practice or method of dealing between the parties
hereto shall be used to modify, interpret, supplement, or alter in any manner the terms of this Agreement.
12.8
Force Majeure. Neither party shall be responsible for any failure to perform due to unforeseen
circumstances or to causes beyond the parties’ reasonable control, including but not limited to acts of God, war, riot,
embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation, facilities,
fuel, energy, labor, or materials. In the event of any such delay, either party may defer any delivery dates for a period
equal to the time of such delay. Notwithstanding the foregoing, if either party has suspended performance pursuant tothis Section 12.8 for more than forty-five (45) days, the non-defaulting party may terminate this Agreement.
12.9
Arbitration. Except as specifically set forth below, any controversy or claim arising out of or relating to thisAgreement, or the breach thereof that fails to settle by mediation, shall be settled by binding arbitration and judgmenton the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitrator shall nothave the power to amend this Agreement in any respect. Notwithstanding the foregoing, the parties agree that thisSection 12.9 does not apply to the breach of provisions of Section 7 (Ownership) or Section 8 (Confidential Information)and that either party may petition a court of law for injunctive relief and such other rights and remedies as it may haveat law or equity against such breaches.
12.10
Attorneys’ Fees. In the event of any dispute with respect to this Agreement, the prevailing party shall beentitled to reasonable attorneys’ fees and other costs and expenses incurred in resolving such dispute.
12.11
Language. This Agreement was prepared and written in English. To the extent that any translated version
conflicts with the English version, the English version controls, except where prohibited by local law.

13. COUNTRY-SPECIFIC TERMS
13.1

Germany.
13.1a Specific Works. Gurobi is not obligated to create any specific works for the Customer.

13.1b Liability Provisions. Section 5.3 (Limitation of Liability; Exclusion of Consequential Damages), does
not apply and is replaced with the following: “Gurobi’s liability to You for damages cause by slight negligence will,
irrespective of its legal ground, be limited as follows: (a) Gurobi will be liable up to the amount of foreseeable damages
typical for this type of contract for a breach of material contractual obligations; and (b) Gurobi shall not be liable for abreach of any nonmaterial contractual obligations nor for the slightly negligent breach of any other applicable duty ofcare. The foregoing limitations of liability, as well as any other limitations of liability contained in this Agreement, will
not apply to any mandatory statutory liability, in particular to liability under the German Product Liability Act(Produkthaflungsgesetz), and liability for culpably caused personal injuries. Additionally, such limitations of liability will
not apply if and to the extent that Gurobi has assumed a specific guarantee. The foregoing shall apply accordingly to
Gurobi’s liability to the Customer for futile expenses. The Customer is obliged to take adequate measures to avert andreduce damages.
13.2
Luxembourg. Sections of this Agreement which are expressly stated to survive its termination will not survive
indefinitely, but survive for a period of 30 years.

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14. EVALUATION LICENSES
14.1
A Time-limited Evaluation License is intended to allow You to determine whether the Product is a technical fit
for Your project. Accordingly, for this type of license, Your license and usage rights are limited to non-productive,
noncommercial use, and the Product may only be used for evaluation, trial, and test purposes. Further, You may not
publish or disclose any benchmark testing results.

GUROBI OPTIMIZER FUNCTIONALITY AND PLATFORMS
BASE FUNCTIONALITY:
The Gurobi Optimizer includes state-of-the-art linear programming (LP), quadratic programming (QP), quadraticallyconstrained programming (QCP), and second order cone programming (SOCP) solvers, including mixed-integer
programming (MIP) extensions of each. The MIP solvers include shared memory parallelism, capable of simultaneously
exploiting any number of processors and cores per processor. The Gurobi Optimizer also includes an Irreducible
Infeasible Subsystem (IIS) tool for diagnosing model infeasibility and a performance-tuning tool for automatically
identifying beneficial parameter changes, The Gurobi Optimizer is written in C and is accessible from several languages.
Gurobi provides an interactive Python interface, matrix-oriented interfaces for C, MATLAB, and R, and object-oriented
interfaces for C++, Java, .NET, and Python.
OPTIONAL FUNCTIONALITY:
Certain add-on features may be activated in the Gurobi Optimizer, including: (i) a Compute Server capability which
provides client-server features, including job queuing, load balancing, and failover, and (ii) distributed parallel
algorithms, including distributed MIP, distributed concurrent LP and MIP, and distributed tuning.
PLATFORMS:
Supported Platforms are x86-64 Windows, x86-64 Linux, arm64 Linux, x86-64 macOS, and arm64 macOS. The
Platform Table distributed with the Product lists the specific supported Operating System and Compiler versions for that
Product Release. Gurobi cannot provide Cloud Support for an Operating System or Compiler after its end-ofsupport
date.
DOCUMENTATION:
The Gurobi Documentation includes the Release Notes, the Gurobi Reference Manual, the Gurobi Remote Services
Reference Manual, and the Gurobi Example Tour, all of which are delivered in HTML and PDF format.

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EXHIBIT A
MAINTENANCE AND SUPPORT FOR
CLOUD LICENSES
MAINTENANCE AND SUPPORT DEFINITIONS:“Cloud Support” is maintenance and support for Gurobi Cloud Licenses.
“Error” means any reported and reproducible failure of the Product to perform substantially in accordance with its
published documentation.
“Error Correction” means either a modification or addition that, when made or added to the Product, brings the Productinto material conformity with its published documentation, or a procedure or routine that, when observed in the regular
operation of the Product, avoids the practical adverse effect of such nonconformity.
“Upgrades” mean any Error Corrections and new Releases, which are provided at Gurobi’s sole discretion.
Major, Minor and Technical Product Releases, collectively “Releases”, are numbered ‘a.b.c’, where ‘a’ is a positive
integer, and ‘b’, and ‘c’ are non-negative integers. ‘a’ is the number of a “Major Release”, ‘b’ the number of a “Minor
Release”, and ‘c’ the number of a “Technical Release”.
The “End of Support” date for each Gurobi Product Release is three (3) years after the initial release of thecorresponding Major Release. For example, Product Release 10.b.c will be supported for three (3) years after Major
Release 10.0.0 has been published.
“Actively Supported” or “Active Support” refers to the Gurobi Product Release with the highest version number.
“Supported” means all other versions of the Product that are not Actively Supported and have not reached End of
Support.
GENERAL PROVISIONS RELATING TO GUROBI CLOUD SUPPORT:(1) Until the End of Support date of each Product Release, Gurobi shall make reasonable commercial efforts to correct,
or devise workarounds for any Errors in the Product, and to provide such corrections or workarounds in a timely
manner in accordance with the list of Service Levels specified below.
(2) Upon discovery of an Error, Gurobi personnel may ask You to submit Customer Model Input Files and othernecessary data in order to reproduce the Error and the operating conditions under which the Error occurred or was
discovered. If You choose not to provide Model Input Files or other requested information, You understand andaccept that Gurobi may be unable to fully investigate the Error and/or provide an Error Correction.
(3) Cloud Support will be provided remotely by electronic communication during the business hours specified below.
(4) Gurobi Cloud servers will only provide access to Supported and Actively Supported Product versions. If upgrading
to a Supported or Actively Supported version is not reasonably possible before the used version reaches its End
of Support date, Gurobi will cooperate with You to find a reasonable substitute license structure.
(5) Gurobi publishes Upgrades based on Actively Supported Releases only.
(6) Upgrades are provided at Gurobi’s sole discretion, and Gurobi does not commit to creating new Product Releases
on a preset schedule.
MAINTENANCE AND CLOUD SUPPORT EXCEPTIONS:
Maintenance and Cloud Support does not cover the following:(1) Any problem caused by modifications to any version of the Product not made or authorized by Gurobi;(2) Use of undocumented private APIs;(3) Custom code beyond calls to the Gurobi APIs;(4) General system administration tasks, such as managing file permissions and environment variables; and(5) Use of third party tools such as modeling layers, databases, application servers, integrated development
environments, etc.
In these situations, Gurobi will try to help when possible, but assistance cannot be guaranteed.
Gurobi will not be responsible for delays caused by events or circumstances beyond its reasonable control.

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USE AND RESTRICTIONS. Your rights and obligations concerning the use of any Error Corrections and/or new
Releases (or any other programming provided by Gurobi, regardless of its form or purpose) shall be governed by thecorresponding Agreement. In addition, the applicable Order Form will set forth whether the applicable license or service
is a Starter Pack, Silver, Gold, Platinum or Reserved license. The applicable additional use restrictions set forth in thetable below shall apply to your license. Cloud Support is included with said license or service. .

Starter Pack

Allows Proof of Concept of Gurobi’s Instant Cloud with adefined perimeter of use. Same functional capability as
Silver, Gold, and Platinum Plans.

SilverUnlimited simultaneous machines and uses (Compute
Server as defined in Section 1) with a defined perimeterof use and Medium-Level Usage situations.

Gold

Unlimited simultaneous machines and uses (Compute
Server as defined in Section 1) with a defined perimeterof use and High-Level Usage situations.

Platinum

Unlimited simultaneous machines and uses (Compute
Server as defined in Section 1) within Customer.

Reserved

Flat fee Cloud service plan without additional Usage
Fee for one (1) specified machine on AWS EC2 or
Azure systems.
Unlimited simultaneous uses (Compute Server as
defined in Section 1) with a defined perimeter of use.

Perimeter of use:
Unless otherwise set forth in the Order Form, all rights and licenses under this EULA are granted to You and not youraffiliates.
Usage situation:
Medium-Level Usage is usage that is up to the number of Charged Hours per calendar year where the Total Cost of
Ownership (TCO) of a Silver cloud service plan with Usage Fee is equivalent to the TCO of a Gold cloud service Plan
with Usage Fee. High-Level Usage is usage that is above and beyond Medium-Level Usage.
Charged Hour is the invoiced uptime of a cloud machine. The minimum charge is the first 30 minutes uptime of a cloudmachine and charged at 50% of hourly price. Usage beyond 30 minutes is billed in increments of 1/100 of an hour.

Rev. 20240125

SERVICE LEVELS. For each support request, a Gurobi representative will assign a service priority, according to thefollowing “Service Level” table.
Priority

Description

ExamplesInitial Response Target

1 - Urgent

Production system completely
blocked with no apparent
workaround: one or more models
cannot be solved in a production
system.

License key failure for
production system
Segmentation fault for
production system

Within 2 business hours

2 - High

Non-blocking issue for a production
system: a malfunction of one ormore Gurobi features on a
production system, though aworkaround is available.

Unexpected slow performancefor a production system
Failure with specific parametervalues for production system

Within 8 business hours

3 - Important

Any issue with a non-production
system: any malfunction of Gurobi
features for a non-production
system, or any requests for
performance evaluation and tuning.

Any failure in a nonproduction environment
Benchmark requests

By the end of the next
business day

4 - Normal

All other questions.

“How to” questions

Within 3 business days

Product suggestions
Questions involving topics in
Exceptions to the Service
LevelsEXCEPTIONS TO THE SERVICE LEVELS:
Due to their complexity, questions on the following topics are considered Normal priority, regardless of whether they areblocking or whether they involve a production system:(1) Use of undocumented Gurobi parameters;(2) Use of callback functions that modify the behavior of Gurobi algorithms; or(3) Models with severe numerical issues such as poor scaling or single-precision fractional coefficients.
RESPONSE TIMES. As soon as Gurobi receives sufficient detail to isolate or reproduce an Error, Gurobi will assign it
a case number and a priority level, and Gurobi staff will start an initial assessment. A response for the initialassessment will be given according to the Initial Response Target for that priority level. When the initial estimate iscomplete, Gurobi will give an estimated timeframe for resolution.
Where Your Cloud License fees include Usage Fees paid to Gurobi for use of machines in the AWS EC2 platform,
Gurobi will provide reimbursement for downtime and outages on the same terms and conditions as those provided by
AWS, per the AWS EC2 platform service level agreement then in effect at the time of the outage or downtime.
Similarly, reimbursements for downtime and outages on Azure machines will be provided on the same terms andconditions as those provided by Azure, per the Azure service level agreement in effect at the time of the outage or
downtime.
BUSINESS HOURS: 06:00 - 17:00 Pacific Time (US), Monday to Friday; closed on US public holidays.
09:00 - 17:00 Central European Time, Monday to Friday; closed on German public holidays.

Rev. 20240125