GUROBI OPTIMIZATION, LLC
END-USER LICENSE AGREEMENT(“Agreement”)
By installing and enabling the Gurobi Product You are accepting the terms of this Agreement. The Product will be enabled
when You install the license key that is supplied to You by Gurobi. The “Effective Date” of this Agreement is the date that
Gurobi makes the license key available to You regardless of when the Product is enabled. The Product is copyrighted andlicensed by Gurobi Optimization, LLC, a limited liability company, registered in Delaware. This Agreement consists of 1)
the following Terms and Conditions; 2) the Licensed Products addendum (“Exhibit A”); and 3) the Maintenance andSupport addendum (“Exhibit B”).
TERMS AND CONDITIONS
1.
DEFINITIONS
1.1.
“Error” means any reported and reproducible failure of the Product 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 substantially inaccordance 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 license to the Product (including any Error Corrections,standard enhancements or Upgrades provided under Exhibit B) in machine-readable form. The scope of Your license
and usage rights are determined by the type of license that You have selected from the Product License options set
forth in Exhibit A (Your “Product License”). You may make a reasonable number of copies of the Product in machinereadable, object code form, for nonproductive backup purposes only.
2.2.
Limitations on Use. You may not use, copy, modify, or distribute the Product, or make any copy, adaptation,transcription, or merge any portion thereof, unless expressly authorized by Gurobi in a separate written agreement.
You may not reverse assemble, reverse compile, translate, or reverse engineer the Product. Your Product License
may not be sold, transferred, leased, assigned, or sub-licensed without Gurobi’s prior written consent. 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 Yourobligations 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 as set forth in 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 andpayable within thirty (30) days of the date of each invoice. Except as provided in Section 5.1 (Warranty) and Section
8.2 (Right to Cure), the fees are not refundable. If any fees are not paid when due, Gurobi may, at its option, chargeinterest at a rate of one and one-half percent (1½%) per month or, if less, the highest rate allowed by applicable law
from the date such fee or charge first became due. Gurobi will issue a license key that enables the Product for alimited period of time until payment is received by Gurobi in full. Upon receipt of payment-in-full, Gurobi will issue alicense 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 and any associated services.

1
4850-2258-2266.19

Rev. 20231121-2

5.
WARRANTIES
5.1.
Warranty. Gurobi warrants for a period of sixty (60) days after the Effective Date of this Agreement that theProduct will perform substantially in accordance with the documentation. Gurobi does not warrant that the Product will
be Error-free in all circumstances. As Your exclusive remedy for any defect or Material Error in the Product, and as
Gurobi’s entire liability therefor 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. If Gurobi is unable to correct such
defect or Material Error after a reasonable opportunity, Gurobi shall refund the License fees paid for such 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, which are provided to You “as is” at no charge.
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 and any services rendered under this Agreement shall not exceed the total
amount of all License and Maintenance and Support fees paid to Gurobi for the Product within the prior year. This
limitation shall not apply to the indemnification provided in Section 8. 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, but may not be applicable in some jurisdictions.
6.
OWNERSHIP
6.1.
Ownership. Gurobi shall have sole right, title, and interest in and to the Product and all documentation
relating to the Product (including its development or its operation, testing or use, and all reports and copies created),
and all intellectual property rights associated with the 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 Product,but only a right of limited use pursuant to the scope of Your Product 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,
product road maps, 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 rightfully communicated to the recipient by persons notbound by confidentiality obligations with respect thereto; 4) is already in the recipient’s possession free of any
confidentiality obligations; 5) is independently developed by the recipient; or 6) is approved for release or disclosure by
the disclosing party without restriction. The receiving party will use the same degree of care, but no less than areasonable degree of care, to prevent unauthorized disclosure or publication of the Confidential Information as thereceiving party uses to protect its own Confidential Information of a like nature. The receiving party shall refrain fromusing, 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 tosolve 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. If a third party claims that the 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 other agreement with Gurobi) defend andindemnify 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 to control thedefense of such claim, and cooperate with Gurobi in the defense or any related settlement negotiations. Gurobi shallhave sole discretion with regard to matters of settlement of any infringement claim so long as the settlement does notadversely affect You, or require You to affirmatively take or to refrain from taking some action.
24850-2258-2266.19

Rev. 20231121-2

8.2.
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 that it is non-infringing, or, if neither of theforegoing options is available in Gurobi’s judgment, require You to return the Product for a credit equal to the portion ofpreviously paid License fees allocable to the remaining term of Your Product License.
8.3.
No Obligation. 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.
9.
TERM AND TERMINATION
9.1.
Term. Your Product License will commence on the Effective Date. Perpetual Product Licenses will continue
in perpetuity, unless and until terminated pursuant to Section 9.2. Subscription Product Licenses will continue for thesubscription period set forth on the Gurobi Order Form for the Product License, unless and until terminated pursuant to
Section 9.2. Subscription Product Licenses will not automatically renew. Gurobi may send You a proposed Order Formto renew the current Subscription Product License with updated pricing. Such new Order Form will take effect upon
mutual written agreement of the parties.
9.2.
Material Breach. This Agreement may be terminated: 1) 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;2) by Gurobi, upon fifteen (15) days written notice, in the event of any delinquency of Your payment of any amount due
hereunder; or 3) by the non-breaching party upon three (3) days written notice in the event of breach 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 6 (Ownership), 7 (Confidential Information), and 8 (Indemnification) shall survive such termination andremain in full force and effect.
10.
EXPORT CONTROLS
10.1.
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
or in 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
Product via 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 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 ofYour customers or licensees.
11.
GENERAL
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, by a reputable overnight courier service (e.g., FedEx or UPS), or by U.S. mail,certified, return receipt requested, postage prepaid, and addressed as provided in this Agreement or as otherwise
requested by the receiving party. Notices delivered personally shall be effective upon delivery and notices delivered bycourier or U.S. mail shall be effective upon their receipt by the party to whom they are addressed.

34850-2258-2266.19

Rev. 20231121-2

11.5.
Governing Law.
11.5.1 This Agreement shall be governed by, and construed and enforced in accordance with the laws of the Stateof California as they apply to a contract made and performed in such state and as if entered into by the residents ofsuch state.
11.5.2 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.
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 Productfollowing the effective 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 them at 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 occasion shall not constitute a waiver of such provision on any other occasion unless expressly
agreed in writing. The parties agree that no use of trade or other regular practice or method of dealing between theparties 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 administered by JAMS in accordance with its then current
Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any court having
jurisdiction thereof. The arbitrator may award monetary damages, injunctive relief, rescission, restitution, costs andattorneys’ fees. The arbitration award shall be final and binding regardless of whether one of the parties fails or refuses toparticipate in the arbitration. The arbitrator shall not have the power to amend this Agreement in any respect.
Notwithstanding the foregoing, the parties agree that this Section does not apply to the breach of provisions set forth in
Section 6 (Ownership), and Section 7 (Confidential Information), and that either party may petition a court of law for
injunctive relief and such other rights and remedies as it may have at law or equity against breaches of these sections.
11.10. 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.

44850-2258-2266.19

Rev. 20231121-2

EXHIBIT A
LICENSED PRODUCTS
Gurobi commercial licenses can be used for development or deployment (sometimes called "run-time"), or both. It ispermissible to use a Gurobi commercial license for the development of an application and then use that same license
to deploy the application, subject only to the specific machine and usage-level limitations and restrictions of theparticular Product License You have purchased. There is no limit on the number of specific applications You may use
with a given Gurobi commercial license.
General License Restrictions Applicable to All Product Licenses: In all cases, licensed Users and Uses are
restricted to You and Your employees. In particular, making the Product available over the Internet or similar
networking technology to others who are not Your employees (“Hosting”) is forbidden except Hosting that otherwise
respects the limitations of the Product License is permitted if the Product is embedded in and only accessible throughan application developed by You that adds significant additional functionality and does not allow Your end user toformulate and solve arbitrary linear, quadratic, or quadratically-constrained programming models, in either theircontinuous or mixed-integer forms.
1.

Commercial Product License Options:a. Single-Use – Single-Machine License: This license is locked to a particular physical machine and its use isrestricted to a single simultaneous use. The license specifies the maximum number of cores (threads) thatcan be utilized by that use. This license can run on machines with more cores than issued with/for the
license.
b. Named-User – Unlimited-Use, Single-Machine License: This license is for a single specific person such asa software developer or analyst. Sharing, transferring, assigning or use of this license by anyone other than
the named user is expressly prohibited, nor can the license be used for a shared process or any kind of batchprocess or background service. The license depends on the number of CPU cores in the machine. Thislicense is limited to eight (8) cores and does not run on machines with more cores than issued with/for the
license.
c. Unlimited-User – Unlimited-Use, Single-Machine License: This license is locked to a particular physicalmachine. The number of simultaneous users and uses is unlimited. The license depends on the number ofCPU cores in the machine.
d. Floating-Use 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. The Gurobi Product can be installed
and run on any machine on the network with an operating environment that is among the supported
platforms. This license has a specified limit on the number of simultaneous Gurobi processes that can be runon the machines of this network.
e. Compute Server – Unlimited-User, Unlimited-Use, Unlimited-Client, Single-Machine License: Thislicense is locked to a particular physical machine, which acts as a server for an unlimited number of clientmachines. The number of instances and uses on the clients is also unlimited. The license depends on thenumber of CPU cores in the machine.
f. Virtual-Machine Licensing: Any of the above licenses may be used on a virtual machine, provided that only
one instance of that virtual machine is active at a time.
g. Web License Service (WLS) – Single Use: This license specifies a maximum number of simultaneouscontainers or machines, with one simultaneous use allowed on each. Uses are not restricted to any specificmachine or container. A WLS server on the Internet manages tokens associated with the license, and client
processes must periodically connect to this server to check out tokens. The license depends on the numberof CPU cores in the machine or container.
h. Web License Service (WLS) – Unlimited Use: This license specifies a maximum number of simultaneouscontainers 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, andclient processes must periodically connect to this server to check out tokens. The license depends on thenumber of CPU cores in the machine or container.
i. Web License Service (WLS) – Compute Server: This license specifies a maximum number of simultaneous
active Compute Servers. These Compute Servers are not restricted to any specific machine 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.

54850-2258-2266.19

Rev. 20231121-2

j.

Application-Specific License: This license enables the unlimited use of the Gurobi Product for Your internal
use within or in conjunction with a named Application which shall be specified on the Order Form. The
duration of an Application-specific License shall be limited to the period specified on the Order Form.

Container Licensing: To use the Gurobi Product from within a container (e.g., a Docker Container), Your program willneed to either use a WLS single-use license (1.g), a WLS unlimited-use license (1.h), be a client of a WLS Compute
Server (1.i), be a client of either a floating-use server (1.d) or a Compute Server (1.e) that is not running in a container,or be a client of a Gurobi Instant Cloud instance.
Time-limited Evaluation License: These licenses can be of any of the above types 1.a-i, but will have a specified
time limit determined at the time the license key is issued (typically two (2) weeks from the date of issue). A Timelimited 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 (anycomputational result obtained through using the Product) in connection with an evaluation license may not be used forcommercial purposes and may only be used for evaluation, trial, and test purposes. Further, You may not publish ordisclose any benchmark testing results.
Distributed Optimization Add-On License: This license option can be added onto types 1.b, 1.c, 1.e, or 1.f above,and enables the use of distributed algorithms (distributed tuning, distributed concurrent optimization, and distributed
MIP).
2.

Size-Limited (free) Trial Licenses: 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 person identified during the installation
process. This license is for research, development, and evaluation purposes only. It may not be used incommercial applications.

3.

Academic Licenses: These licenses are restricted to academic use and all use for commercial purposes isforbidden. You and any users of the Product must be faculty, staff, or students at a degree-granting academic
institution.
a. Free Time-limited Named-User – Unlimited-Use, Single-Machine License: The scope of this license is thesame as set forth in Section 1.b, with the following additional restrictions: (i) the license will have a one-yeartime 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.h, 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. Free Time-limited Unlimited-Simultaneous-Use Floating-Use License: The scope of this license is thesame as set forth in 1.d. It has a limit (the physical limit of the licensor) of 4096 simultaneous Gurobi
processes that can be 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.

64850-2258-2266.19

Rev. 20231121-2

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 x86-64 Windows, x86-64 Linux, arm64 Linux, x86-64 macOS, arm64 macOS and power64
AIX. The Platform Table distributed with the Product lists the specific supported Operating System and Compiler
versions for that Product Release. 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.

74850-2258-2266.19

Rev. 20231121-2

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 Supported 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 tocorrect, 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
three times free of charge. Additional transfers will be accompanied by a nominal charge of $250. Licenses notcovered by Maintenance and Support will incur a charge of $1000 for a transfer or change in environment that
requires the issuance 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
on a preset schedule.

84850-2258-2266.19

Rev. 20231121-2

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 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.
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

94850-2258-2266.19

Rev. 20231121-2

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.

10
4850-2258-2266.19

Rev. 20231121-2