GUROBI OPTIMIZATION, LLC
END-USER LICENSE AGREEMENT(“Agreement”)
Please read the terms and conditions of this license agreement carefully. By installing and enabling the Product(s) you areaccepting the terms of this agreement. (The Product(s) will be enabled when you have installed the License Key(s) that is
supplied to you by Gurobi.) The “Effective Date” of this Agreement is the earliest of: the date on which the Product(s) is
installed and enabled, or the date that Gurobi makes the license key available to you regardless of when the Product is
downloaded. The Gurobi Product and the AMPL Product are copyrighted and licensed (not sold) to you by Gurobi
Optimization, LLC, a Delaware limited liability company with its principal place of business in Houston, Texas. Gurobi islicensing you the AMPL Product pursuant to a license agreement between Gurobi Optimization, LLC, (“Gurobi”) and
AMPL Optimization LLP (“AMPL”) dated 3 August 2009 (“Gurobi/AMPL Agreement”). This Agreement shall apply to
all Products(s) licensed by Gurobi, unless updated and replaced by Gurobi. It consists of 1) the accompanying Terms
and Conditions; 2) the Licensed Products addendum (“Exhibit A”); and 3) the Maintenance and Support addendum(“Exhibit B”).
TERMS AND CONDITIONS
1.
DEFINITIONS
1.1.
“Error” means any reported and reproducible failure of the Product(s) to perform substantially in accordancewith its published documentation. “Error Correction” means either a modification or addition that, when made or
added to the Product, brings the Product into 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 suchnonconformity. “Material Error” means any reported and reproducible failure of the Product to perform substantiallyin accordance with its published documentation where this Error prevents use of the Product, or which seriously impacts
use of the Product. “Order Form” means an Order Form or other similar document issued by Gurobi and accepted by
You that references this EULA and sets forth the applicable Product License(s) and fees. “Product” is the Gurobi
Optimizer Version 9.0.0 or higher in the form of object code libraries, including all Upgrades and publisheddocumentation as further described in Exhibit A, attached hereto and incorporated herein byreference. “Upgrades” shall mean any Error Corrections, new Releases (as defined in Exhibit B, attached hereto andincorporated herein by reference), and software modifications or additions, which are provided pursuant to Exhibit
B. “You” or “Your” or “Licensee” refers to the specific end-user entity, department or division whose name appearson the applicable Order Form for the Product License (defined below). Additional defined terms have the meaning
ascribed to them in the body of this Agreement.
2.
SCOPE OF RIGHTS
2.1.
Grant of License. Gurobi grants you a non-exclusive right to use the Product(s) (including any Error
Corrections, standard enhancements or Upgrades provided under Exhibit B) for use only as specified in Exhibit A, inmachine-readable form (“Product License”). This Product License specifically prohibits redistribution, transfer orresale of the Product(s). You may make a reasonable number of copies of the Program in machine-readable, object
code form, for nonproductive backup purposes only.
2.2.
Limitations on Use. You may not use, copy, modify, or distribute the Product(s), or make any copy,
adaptation, transcription, or merge any portion thereof, except as expressly authorized by Gurobi in a separate writtenagreement signed by Gurobi. You may not reverse assemble, reverse compile, otherwise translate, or reverse engineer
the Product(s). Your license may not be transferred, leased, assigned, or sub-licensed without Gurobi’s prior writtenconsent, which will not be unreasonably withheld. If you copy or modify the Product(s) in any way not expressly authorized
by Gurobi, your license is automatically terminated. If You use, distribute, copy or modify the Product in any way not
expressly authorized by Gurobi, Your Product License shall automatically terminate. The license granted to You in Section
2.1 is conditioned upon Your compliance with Your obligations in Section 2.1, this Section 2.2 and the applicable scope
restrictions set forth in Exhibit A.
3.
MAINTENANCE AND SUPPORT
3.1.
Maintenance and Support. Gurobi offers a Maintenance and Support program for the Product(s) as set forthin Exhibit B. Maintenance and support is not available for academic licenses.
4.
LICENSE FEES
4.1.
Payment 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 8.2 (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-half

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percent (1½%) per month or, if less, the highest rate allowed by applicable law from the date such fee or charge firstbecame due. Gurobi will issue a license key that enables the Product for a limited period of time until payment isreceived by Gurobi in full. Upon receipt of payment-in-full, Gurobi will issue a license key for the duration of the term of
the applicable Product License.
4.2.
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(s), modifications, or any associated services.
5.
WARRANTIES
5.1.
Warranty. Gurobi warrants for a period of sixty (60) days after the Effective Date of this Agreement, for yourbenefit alone, that the Product(s) will perform substantially in accordance with the documentation. Gurobi does notwarrant that the Product(s) will be Error-free in all circumstances. As your exclusive remedy for any defect or Material
Error in the Gurobi Product, and as Gurobi’s entire liability in contract, tort, or otherwise, Gurobi agrees to correct such
Material Error or defect at Gurobi’s facility by issuing corrected instructions, a restriction, or a work around. As yourexclusive remedy for any defect or Material Error in the AMPL Product, and as Gurobi’s entire liability in contract, tort,
or otherwise, Gurobi agrees to notify AMPL immediately and request for them to correct such Material Error or defectat AMPL’s facility by issuing corrected instructions, a restriction, or a work around. If AMPL is unable to correct such
defect or Material Error after a reasonable opportunity, Gurobi shall refund the License Fees paid for the AMPL Product.
This warranty does not apply to the free Trial Version, the free Academic Version or otherwise to time limited Evaluation
Versions of the Product(s), which are provided to you at no charge “as is”.
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 of merchantability 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(s) and any services rendered under this Agreement shall not exceed the total
amount of all License Fees paid to Gurobi for the Product(s) within the prior year. This limitation shall not apply to theindemnification provided in Section 8 (”Indemnification”). In no event shall Gurobi be liable to you for any
consequential, indirect, special, or incidental damages, even if Gurobi has been advised of the possibility of suchpotential loss or damage. The foregoing limitation of liability and exclusion of certain damages shall apply regardlessof the success or effectiveness of other remedies.
6.
OWNERSHIP
6.1.
Ownership of the Gurobi Product. Gurobi shall have sole right, title, and interest in and to the Gurobi
Product and all documentation relating to the Gurobi Product (including its development or its operation, testing or use,
and all reports and copies created), and all intellectual property rights associated with the Gurobi Product (including,
without limitation, rights to copyrights, patents, trade secrets, and know-how). This Agreement does not provide youwith title or ownership of the Gurobi Product, but only a right of limited use under this license.
6.2.
Ownership of the AMPL Product. AMPL shall have sole right, title, and interest in and to the AMPL Productand all documentation relating to the AMPL Product (including its development or its operation, testing or use, and allreports and copies created), and all intellectual property rights associated with the AMPL Product (including, without
limitation, rights to copyrights, patents, trade secrets, and know-how). This Agreement does not provide you with title
or ownership of the AMPL Product, but only a right of limited use under this license.
7.
CONFIDENTIAL INFORMATION
7.1.
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), and including any information relating to services, developments,
inventions, processes, plans, financial information, customer lists, forecasts, and projections. Notwithstanding theforegoing, each party agrees to keep the other party’s Confidential Information confidential from third parties.
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 rightfully communicated to the recipient by persons not bound by confidentiality
obligations with respect thereto; 4) is already in the recipient’s possession free of any confidentiality obligations withrespect thereto at the time of disclosure; 5) is independently developed by the recipient; or 6) is approved for releaseor disclosure by the disclosing party without restriction. The receiving party shall use its best efforts to maintain thesecrecy of all such Confidential Information. The receiving party shall refrain from using, disclosing, or otherwise
exploiting any such Confidential Information for any purpose not specifically authorized by the disclosing party.
7.2
Permissible Use of Certain Confidential Information. Notwithstanding the requirements of this Section 7,
any MPS, LP, API recording or 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

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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 Filesfor any other purpose than described, whether internal or external by Gurobi or any other party through Gurobi, shallrequire the prior consent of the disclosing party. Model Input Files will be held in confidence, as with all otherConfidential Information. Model Input Files will be deleted from Gurobi’s model library upon receiving a written request
to do so. Gurobi shall store the Model Input Files on the same infrastructure and with the same security protocols
Gurobi uses to store its Product source code.
8.
INDEMNIFICATION
8.1.
Indemnification of the Gurobi Product. If a third party claims that the Gurobi Product infringes any U.S.
patent, copyright, or trade secret, Gurobi will (as long as you are not in default under this Agreement or any otheragreement with Gurobi) defend you against such claim at Gurobi’s expense and pay all damages that a court finallyawards, including reasonable attorneys’ fees, provided that you promptly notify Gurobi in writing of the claim, allow
Gurobi to control the defense of such claim, and cooperate with Gurobi in the defense or any related settlement
negotiations.
8.2.
Indemnification of the AMPL Product. If a third party claims that the AMPL Product infringes any U.S.
patent, copyright, or trade secret, AMPL will, in accordance with the Gurobi/AMPL License, (as long as you are not in
default under this Agreement or any other agreement with Gurobi) defend you against such claim at AMPL’s expenseand pay all damages that a court finally awards, including reasonable attorneys’ fees, provided that you promptly notify
Gurobi in writing of the claim, allow AMPL to control the defense of such claim, and cooperate with AMPL in the defense
or any related settlement negotiations.
8.3.
Right to Cure. Gurobi has no obligation for any claim based on a modified version of the Product, or its
combination, operation, or use with any product, data, or apparatus not provided by Gurobi, or for the data provided byYou. This paragraph states Gurobi’s entire liability and obligation to You with respect to any and all claims ofinfringement.
8.4.
No Obligation. Gurobi has no obligation for any claim based on a modified version of the Product(s), or its
combination, operation, or use with any product, data, or apparatus not provided by Gurobi, or for the data provided byyou. THIS PARAGRAPH STATES GUROBI’S ENTIRE OBLIGATION TO YOU WITH RESPECT TO ANY CLAIM OF INFRINGEMENT.
9.
TERM AND TERMINATION
9.1.
Term. The term of your license is from the Effective Date above and shall continue thereafter, unlessterminated sooner according to the terms of this Agreement.
9.2.
Material Breach. This Agreement may be terminated: 1) by either party upon a material breach by the otherparty of the terms of this Agreement, which breach has not been cured within thirty (30) days after the breaching party hasreceived written notice thereof; 2) by Gurobi, upon fifteen (15) days written notice, in the event of any delinquency of yourpayment of amounts due hereunder; or 3) by the non-breaching party upon three (3) days written notice in the event ofbreach of Section 7 (Confidential Information).
9.3.
Survival. Notwithstanding the termination of this Agreement for any reason, the rights and duties of the parties
under Sections 4 (License Fees), 6 (Ownership), 7 (Confidential Information), and 8 (Indemnification) shall survive suchtermination and remain in full force and effect.
10.
EXPORT CONTROLS
10.1.
Export Controls. 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 Product anddocumentation. You agree that You will not export, re-export, or transfer the Product or documentation, in whole or inpart, 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, ortransfer the Product or documentation (i) to any country to which the U.S. has embargoed or restricted the export ofgoods or services, or to any national of any such country, wherever located, who intends to transmit or transport theProduct back to such country; (ii) to any person or entity who You know or have reason to know will utilize the Productor 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 ofYour obligations in this Section 10.1. You will be liable for any breach of this Section 10.1 by, or caused by, any of Yourcustomers or licensees.
11.

GENERAL

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11.1.
Assignment. This Agreement shall not be assignable by you without the prior written consent of Gurobi.
11.2.
Waiver of Construction against the Drafter. This Agreement shall be interpreted in accordance with theplain meaning of its terms and not strictly for or against either of the parties to this Agreement.
11.3.
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 isdetermined to have failed of its essential purpose, all other limitations of liability and exclusion of damages set forth
herein shall remain in full force and effect.
11.4.
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.
11.5.
Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with thelaws of the State of Texas as they apply to a contract made and performed in such state. Venue for any dispute under
this Agreement shall be San Francisco, California.
11.6.
Modifications and Waivers.
11.6.1 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 11.6.1.
11.6.2 Except as set forth in 11.6.1, 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.
11.7.
Force Majeure. Neither party shall be responsible for any failure to perform due to unforeseen circumstancesor to causes beyond the parties’ reasonable control, including but not limited to acts of God, war, riot, embargoes, actsof 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 ofsuch delay. Notwithstanding the foregoing, if either party is in default under this Section for more than forty five (45)days, the non-defaulting party may terminate this Agreement.
11.8.
No Set Off. Notwithstanding anything to the contrary in this Agreement, you waive your right to suspend or
set off any payment obligation to Gurobi on any basis whatsoever.
11.9.
Arbitration. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof that fails
to settle by mediation, shall be settled by binding arbitration in the County of Santa Clara, California, administered by
JAMS in accordance with its then current Commercial Arbitration Rules, and judgment on the award rendered by thearbitrator may be entered in any court having jurisdiction thereof. The arbitrator may award monetary damages, punitive
damages, injunctive relief, rescission, restitution, costs and attorneys’ fees. The arbitration award shall be final and binding
regardless of whether one of the parties fails or refuses to participate in the arbitration. The arbitrator shall not have thepower to amend this Agreement in any respect. Notwithstanding the foregoing, the parties agree that this Section does
not apply to the breach of provisions pertaining to confidentiality and proprietary rights, and that either party may petitiona court of law for injunctive relief and such other rights and remedies as it may have at law or equity against such breaches.
11.10. Attorneys’ Fees. In the event of any dispute with respect to this Agreement, the prevailing party shall be entitled
to reasonable attorneys’ fees and other costs and expenses incurred in resolving such dispute.

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EXHIBIT A
LICENSED PRODUCTS
The Product(s) are offered in the categories of licenses listed below under Gurobi Optimizer, Gurobi Solver for AMPL
(together the “Gurobi Products”), and AMPL (the “AMPL Products”).
General License Restrictions:a. In all cases below, license Users and Uses are restricted to You and Your employees, where “You” or “Your”
means that single end-user customer organization that is licensing the software. In particular, making the
Product(s) available over the Internet or similar networking technology to others who are not Your employees(“Hosting”) is forbidden, with one exception, as follows. Hosting that otherwise respects the limitations of thelicense is permitted if the Product(s) is embedded in and only accessible through a user-developed applicationthat adds significant additional functionality and does not allow the end user to formulate and solve arbitrary
linear, quadratic, or quadratically-constrained programming models, in either their continuous or mixed-integer
forms.
b. Use of the licenses is allowed in virtual environments (see also 2f below for an additional option for the Gurobi
Optimizer). For licensing purposes, one active instance of a virtual machine is viewed as equivalent to aphysical machine.
Note: Gurobi and AMPL commercial licenses can be used for development or deployment (sometimes called "runtime" usage) or both. In particular, it is possible to use these licenses for the development of an application and thenuse that same license to deploy the application, subject only to the specific machine and usage level limitations of thatparticular license. There is also no limit on the number of specific applications you may use with a given Gurobi or
AMPL license.
GUROBI OPTIMIZER
The Gurobi Optimizer refers to the standalone Gurobi Optimizer with the functionality described in the section entitled“Gurobi Optimizer Functionality and Platforms” below. The Gurobi Optimizer is offered in the categories of licenses 1.,
2., and 3. listed below.
1.

2.

Size-Limited (free) Trial License: Six-month time-limited, free license for problems with at most 2000 variables
and 2000 constraints. The use of this license is restricted to a single user identified during the installation process.
This license is for research, development, and evaluation purposes only. It may not be used in commercial
applications.
Commercial Licenses
a. Perpetual Named-User – Unlimited-Use, Single-Machine License: This license is locked to aparticular physical machine and its use is restricted to a single identified person. That person isallowed an unlimited number of simultaneous uses. This license cannot be used for a sharedprocess, or for any kind of batch process or background service.
b. Perpetual Unlimited-User – Unlimited-Use, Single-Machine License: This license is locked to aparticular physical machine. The number of simultaneous users and uses is unlimited. The license
depends on the number of CPU cores in the machine.
c. Perpetual Floating-Use License: This license runs on a single, specified local-area network ofmachines. One particular physical machine in this collection acts as the license server. The Gurobi
Product(s) can be installed and run on any machine on the network with an operating environmentthat is among the supported platforms. This license has a specified limit on the number ofsimultaneous Gurobi processes that can be run on the machines of the network.
d. Perpetual Compute Server – Unlimited-User Unlimited-Use, Unlimited-Client, Single-Machine
License: This license is locked to a particular physical machine, which acts as a server for an
unlimited number of client machines. The number of instances and uses on the clients is also
unlimited. The license depends on the number of CPU cores in the machine.
e. Perpetual Single-Use—Single-License: This license is locked to a particular physical machine andits use is restricted to a single simultaneous use. The license specifies the maximum number ofcores (threads) that can be utilized by that use.
f. [Intentionally Blank.]g. Container Licensing: None of the above licenses may be used within a container (e.g., a Docker
Container). To use Gurobi within a container, you must either (i) use Gurobi as a client to a floating-4877-3653-4018.5

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use server (2c) or a compute server (2d), or (ii) contact Gurobi to obtain a special license that allows
use from within a container.
h. Time-limited Evaluation License: These licenses can be of any of the above types 2a-2f, but will
have a specified time limit determined at the time the License Key is issued (typically two (2) weeks
from the date the License Key is issued).
i. Distributed Optimization Add-On License: This license option can be added onto types 2b, 2c,2d, or 2f above, and enables the use of distributed algorithms (distributed tuning, distributed
concurrent optimization, and distributed MIP).
j. Web License Service (WLS) – Single Use: This license specifies a maximum number ofsimultaneous containers or machines, with one simultaneous use allowed on each. Uses are not
restricted to any specific machine or container. A WLS server on the Internet manages tokens
associated with the license, and client processes must periodically connect to this server to checkout tokens. The license depends on the number of CPU cores in the machine or container.
k. Web License Service (WLS) – Unlimited Use: This license specifies a maximum number ofsimultaneous containers or machines, with unlimited simultaneous uses allowed on each. Uses are
not restricted to any specific machine or container. A WLS server on the Internet manages tokens
associated with the license, and client processes must periodically connect to this server to checkout tokens. The license depends on the number of CPU cores in the machine or container.
l. Web License Service (WLS) – Compute Server: This license specifies a maximum number ofsimultaneous active Compute Servers. These Compute Servers are not restricted to any specificmachine or container. A WLS server on the Internet manages tokens associated with the license,and client Compute Servers must periodically connect to this server to check out tokens. The license
depends on the number of CPU cores in the machine or container.
m. Application-Specific License: This license enables the unlimited use of the Gurobi Product forYour internal use within or in conjunction with a named Application which shall be specified on theOrder Form. The duration of an Application-specific License shall be limited to the period specified
on the Order Form.
Academic Licenses: These licenses are restricted to academic use. Access for commercial purposes isforbidden. You and any users of the code must be faculty, staff, or students at a degree-granting academic
institution.
a. Free Time-limited Named-User – Unlimited-Use, Single-Machine License: Same conditions as 2a, withthe following additional restrictions: (i) the license will have a one-year time limit from the date of installation,and (ii) the license must be periodically “validated” while connected to the Internet from a recognized academic
domain (e.g., “.edu”).
b. Free Time-limited Web License Service (WLS) Unlimited-Use License: The scope of this license is thesame as set forth in Section 1.k, with the following additional restriction: the license must be periodically“validated” while connected to the Internet from a recognized academic domain (e.g., “.edu”).
c. Perpetual Unlimited-Simultaneous-Use Floating-Use License: This license has the same conditions as
2c. This license has a limit (the physical limit of the licensor) of 4096 simultaneous Gurobi processes that canbe run on the machines of this network.
d. Note: Maintenance and support contracts (Exhibit B) are not offered with academic licenses; however,academic licenses are entitled to receive Minor Releases and Technical Releases corresponding to theircurrently licensed Major Release.

GUROBI SOLVER FOR AMPLThe Gurobi Solver for AMPL is a standalone solver for the AMPL modeling system. AMPL users may purchase alicense for the Gurobi Solver for AMPL in lieu of a license for the Gurobi Optimizer; AMPL is not included with Gurobi
Solver for AMPL and must be purchased separately (see the options listed below under “AMPL”). The Gurobi Solver
for AMPL includes all Gurobi algorithms but does not include any of the application programming interfaces (APIs) of
the Gurobi Optimizer. The Gurobi Solver for AMPL is offered in the categories of licenses 4. and 5. listed below.
4.

Commercial Licenses
a. Perpetual Named-User – Unlimited-Use, Single-Machine License: This license is locked to a particularphysical machine and its use is restricted to a single identified person. That person is allowed an unlimited
number of simultaneous uses.
b. Perpetual Unlimited-User – Unlimited-Use, Single-Machine License: This license is locked to a particularphysical machine. The number of simultaneous users and uses is unlimited. The license depends on thenumber of CPU cores in the machine.

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c.

5.

Perpetual Floating-Use License: This license runs on a single, specified local-area network of machines as
specified by a list of IP addresses and address ranges. One particular physical machine in this collection acts
as the license server. The Gurobi Optimizer can be installed and run on any machine on the network with anoperating environment that is among the supported platforms. This license has a specified limit on the numberof simultaneous Gurobi processes that can be run on the machines of this network.
d. Time-limited Evaluation License. This license can be of any of the above types 4a-4c, but will have a
specified time limit determined at the time the License Key is issued (typically two (2) weeks from the date theLicense Key is issued). 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, test environment use only, and the Product may not be used for development
purposes. Any and all results from use of the Product (any computational result obtained through using the
Product) in connection with an evaluation license may not be used for commercial purposes and may only be
used for evaluation, trial, and test purposes. Further, You may not publish or disclose any benchmark testing
results.
Academic Licenses: These licenses are restricted to academic use. Access for commercial purposes isforbidden. You and any users of the code must be faculty, staff, or students at a degree-granting academic
institution.
a. Free Time-limited Named-User – Unlimited-Use Single-Machine License: Same conditions as in 3a.
b. Perpetual Unlimited-Simultaneous-Use Floating-Use License: These licenses have the same conditions as 4c.
except that there is no restriction on the number of simultaneous Gurobi processes that can be run on the machines ofthis network.
c. Note: Maintenance and support contracts are not offered with academic licenses.

AMPL
AMPL refers to AMPL modeling language and system with the functionality described in the section entitled “Gurobi
AMPL Functionality and Platforms” below. Gurobi Optimization is an authorized reseller for AMPL. A corresponding
license for Gurobi Optimizer or Gurobi Solver for AMPL is required to purchase AMPL from Gurobi. AMPL Products
are offered in the categories of licenses 6. and 7. listed below.
6.

7.

Commercial Licenses
a. Perpetual Named-User – Unlimited-Use, Single-Machine License: This license is locked to a particularphysical machine and its use is restricted to a single identified person. That person is allowed an unlimited
number of simultaneous uses.
b. Perpetual Unlimited-User – Unlimited-Use, Single-Machine License: This license is locked to a particularphysical machine. The number of simultaneous users and uses is unlimited. The license depends on thenumber of CPU cores in the machine.
c. Perpetual Floating-User License: This license runs on a single, specified local-area network of machines.
One particular physical machine in this collection acts as the license server. AMPL can be installed and run
on any machine on the network with an operating environment that is among the supported platforms. Thislicense has a specified limit on the number of simultaneous tokens that may be issued, where each token
allows one user to run an unlimited number of simultaneous uses/processes on one machine on the network.
d. Time-limited Evaluation License. These licenses can be of any of the above types 6a-6c, but will have a
specified time limit determined at the time the License Key is issued (typically two (2) weeks from the date theLicense Key is issued).
Academic Licenses: These licenses are restricted to academic use. Access for commercial purposes isforbidden. You and any users of the code must be faculty, staff, or students at a degree-granting academic
institution.
a. Perpetual Unlimited-User – Unlimited-Use, Single-Machine License: This license is locked to a particularphysical machine. The number of simultaneous users and uses is unlimited.
b. Perpetual Floating-User License: This license runs on a single, specified local-area network of machines.
One particular physical machine in this collection acts as the license server. AMPL can be installed and run
on any machine on the network with an operating environment that is among the supported platforms. Thislicense has a specified limit on the number of simultaneous tokens that may be issued, where each token
allows one user to run an unlimited number of simultaneous uses/processes on one machine on the network.

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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 ofsimultaneously 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 fromseveral languages. We provide an interactive Python interface, matrix-oriented interfaces for C, MATLAB, and R, andobject-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 64-bit Windows, 64-bit Linux, 64-bit macOS, and 64-bit AIX. The Platform Table distributedwith the Gurobi Product lists the specific supported Operating System and Compiler versions for that ProductRelease. Gurobi cannot provide Support for an Operating System or Compiler after its end-of-support 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.
AMPL FUNCTIONALITY AND PLATFORMS
Functionality:
AMPL LLC develops the AMPL modeling language and system. AMPL allows symbolic optimization models to be
described to a computer system in a form that is familiar and convenient to human modelers. The AMPL softwaretranslates a symbolic model and associated data to an explicit problem instance, in a form that can be used by solver
software such as Gurobi to compute an optimal solution. AMPL also translates the solver’s output back to a form thatis convenient for people to read and analyze. Notable features of AMPL include:* Powerful and natural expressions for sets and indexing.
* Statements for interactive display and formatting of any expression indexed over any number of sets.
* Looping and conditional statements for writing scripts that may implement iterative schemes incorporating
numerous solves.
Platforms:
Supported platforms include common 32-bit and 64-bit versions of Windows, common 32-bit and 64-bit versions ofLinux, PowerPC and Intel versions of Max OS X, and several varieties of Unix workstations.

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EXHIBIT B
MAINTENANCE AND SUPPORTMaintenance Term. Maintenance and Support, as described below, is included with subscription-based licenses.
Otherwise, the Maintenance term for the Product shall commence on the Effective Date and shall continue for the
Maintenance term length set forth on the Gurobi Order Form for the Product License (“Maintenance Term”). You arerequired to purchase at least three (3) years of Maintenance and Support with Your Product License purchase. The
Maintenance Term shall not automatically renew. Gurobi may send You a proposed Order Form to renew the current
Maintenance Term with updated pricing. Such new Order Form will take effect upon mutual written agreement of theparties. For perpetual licenses with an effective date on or before December 31, 2021, the renewal fees for
Maintenance and Support are subject to periodic reviews and increases. For new perpetual licenses with an effective
date on or after January 1, 2022, Maintenance and Support will be 20% of the then current standard list price for the
Product covered by the Agreement.
Cancelling and Reactivating Maintenance for Perpetual Licenses. If You do not purchase Maintenance andSupport services for some period of time and then choose to subscribe to Maintenance and Support at a later date,
You will be charged the then prevailing Maintenance and Support fees for all periods for which Maintenance andSupport was not purchased. You have a fifteen (15) calendar day grace period from the expiration of Your current
Maintenance and Support Term to renew without incurring a late fee. If, after the grace period has lapsed, Your
Maintenance and Support is renewed within thirty (30) calendar days Your late fee owed is ten-percent (10%) of feesthat Gurobi would have received from You had Your renewal been timely (e.g., 1-30 calendar days You will pay a late
fee of 10%; 31-60 calendar days You will pay a late fee of 20%; 61-90 calendar days You will pay a late fee of 30%;and so on up to a maximum late fee of one-hundred percent (100%)). If You have a perpetual Product License andhave allowed Your Maintenance and Support to lapse for a period of three hundred (300) calendar days or more, Youshall not be permitted to reactivate or reinstate Your Maintenance and Support.
MAINTENANCE AND SUPPORT DEFINITIONS:
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 Releases 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 Support and have not reached End of Support.
Maintenance and Support includes the following:(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 reported by You, and to provide such corrections or workarounds to You in
a timely manner in accordance with the Service Levels set forth below.
(2) Upon discovery of an Error, Gurobi personnel may ask You to submit Model Input Files and other necessary datain 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 and accept that
Gurobi may be unable to fully investigate the Error and/or provide an Error Correction.
(3) Support will be provided remotely by electronic communication during the business hours specified below.
(4) During the Maintenance Term, You are entitled to all Upgrades of the licensed Product where that release occurs
during this period.
(5) During each Maintenance Term Your license may be transferred to a new machine or operating system up to threetimes free of charge. Additional transfers will be accompanied by a nominal charge of $250. Licenses not coveredby Maintenance and Support will incur a charge of $1000 for a transfer or change in environment that requires theissuance of a new license.
(6) WLS servers will only accept 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.
(7) Gurobi publishes Upgrades based on Actively Supported Releases only.
(8) Upgrades are provided at Gurobi’s sole discretion, and Gurobi does not commit to creating new Product Releases

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on a preset schedule.
Maintenance and Support Exceptions. Maintenance and 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) Errors in any versions of the Product after their End of Support date.
(3) Use with a compiler not listed in the Platform Table, as indicated in the Release Notes(4) Use with an operating system not listed in the Platform Table, including alternate Linux distributions(5) Use of undocumented private APIs
(6) Custom code beyond calls to the Gurobi APIs
(7) Hardware modifications such as overclocking(8) General system administration tasks, such as managing file permissions and environment variables(9) Use of third party tools such as modelling 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.
Use and Restrictions. Your rights and obligations concerning the use of any Error Corrections or new ProductReleases (or any other software code provided by Gurobi, regardless of its form or purpose) shall be governed by the
License Agreement. Gurobi shall have sole and exclusive ownership of all right, title, and interest in and to such works(including ownership of all copyrights, patent rights, trade secret rights and other intellectual property rights pertaining
thereto), subject only to the License Agreement. Unless otherwise agreed, You are entitled to use the Product only as
authorized under the License Agreement.
Service Levels. The following table of “Service Levels” indicates response times after notification by You of a
reproducible issue. To qualify for minimum response times, You must report the issue by submitting a request on our
website at https://support.gurobi.com/. For each support request, a Gurobi representative will assign a service
priority, according to this 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

Within 2 business hours

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

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 non-production
environment

All other questions.

“How-to” questions

2 - High

3 - Important

4 - Normal

Segmentation fault for
production system
Within 8 business hours

Failure with specific parametervalues for production system
By the end of the next
business day

Benchmark requests

Within 3 business days

Product suggestions
Questions involving topics in
Exceptions to the Service
LevelsService Level Exceptions. Due to their complexity, questions on the following topics are considered Normal priority,
regardless of whether they are blocking 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(3) Models with severe numerical issues such as poor scaling or single-precision fractional coefficients

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Response Times. As soon as Gurobi staff receives sufficient detail to isolate or reproduce the Error, Gurobi willassign 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.
Business Hours: 06:00 - 17:00 Pacific Time (USA), Monday to Friday, closed on US public holidays.
09:00 - 17:00 Central European Time, Monday to Friday; closed on German public holidays.

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