xpresslibs 9.9.0__py3-none-win_amd64.whl

xpresslibs/__init__.py

@@ -0,0 +1,44 @@
+# This file is only included in the xpresslibs PyPI package. It is used on
+# Windows to locate the solver libraries and CUDA runtime, and on all platforms
+# to locate the license file.
+import ctypes
+import os
+import platform
+import sys
+
+_lib_sub_dir = 'bin' if platform.system() == 'Windows' else 'lib'
+
+solver_libs_dir = os.path.join(os.path.dirname(__file__), _lib_sub_dir)
+cuda_libs_dir = (
+  os.path.join(os.path.dirname(__file__), f'../nvidia/cu13/{_lib_sub_dir}/{platform.machine()}')
+  if platform.system() in ['Windows', 'Linux']
+  else None
+)
+community_license_path = os.path.join(os.path.dirname(__file__), 'bin/community-xpauth.xpr')
+
+
+def preload_dependencies():
+  """Preloads Xpress dependencies such as libssl and libiomp5 from system locations,
+  especially <conda_env>/Library/bin, so that they are preferred over the libraries
+  included with Xpress. This prevents various errors due to library incompatibilities:
+  - Conda includes a strange build of libssl which has additional symbols not present
+    in the Xpress version, and if these symbols are missing then _hashlib fails to
+    load with "Windows fatal exception: code 0xc0000139".
+  - NumPy builds from conda main channel require MKL, which uses a different version
+    of libiomp5. Xpress is compatible with that version of libiomp5, but MKL is not
+    compatible with the Xpress version: it causes MKL to crash.
+  """
+  if platform.system() != 'Windows':
+    return
+  system_lib_dir = os.path.join(sys.prefix, 'Library', 'bin')
+  thirdparty_dir = os.path.join(solver_libs_dir, 'thirdparty')
+  if not os.path.exists(system_lib_dir) or not os.path.exists(thirdparty_dir):
+    return
+  for f in os.listdir(thirdparty_dir):
+    if f.lower().endswith('.dll'):
+      system_dll = os.path.join(system_lib_dir, f)
+      if os.path.isfile(system_dll):
+        try:
+          ctypes.CDLL(system_dll)
+        except OSError:
+          pass

xpresslibs/bin/community-xpauth.xpr

@@ -0,0 +1,8 @@
+license expiry="31-may-2027" features="Community OptLib OptConsole \
+	OptJava Barrier Network Quadratic IVE Integer Threads=1024 \
+	ParaMIP=1024 ParaBar=1024 SLPLib MINLP GlobalLtd kalis" \
+	fico_xpress_release="9.9" hostid="any" platform="any" \
+	release="2026" static="uncounted" terminal-services sig="09dd \
+	2d50 2fe5 7047 4329 812e 5b72 d844 b0dd 2bbc 4cd6 3f36 aea1 \
+	cca0 1dc0 1f13 87a2 8cf5 0dcc d40b 20c6 db79 c0bf 960f 82c6 \
+	b588 b5a9 8f8a 5634 43c9 586c 3f1f"

xpresslibs-9.9.0.dist-info/METADATA

@@ -0,0 +1,125 @@
+Metadata-Version: 2.4
+Name: xpresslibs
+Version: 9.9.0
+Summary: FICO Xpress Optimizer libraries
+Home-page: https://www.fico.com/en/products/fico-xpress-optimization
+Author: FICO Xpress Optimizer dev. team
+Author-email: support@fico.com
+Keywords: optimization mip minlp xpress
+Platform: any
+Classifier: Development Status :: 5 - Production/Stable
+Classifier: Intended Audience :: Science/Research
+Classifier: Intended Audience :: Developers
+Classifier: Programming Language :: C
+Classifier: Programming Language :: C++
+Classifier: Topic :: Software Development
+Classifier: Topic :: Scientific/Engineering
+Classifier: Operating System :: Microsoft :: Windows
+Classifier: Operating System :: POSIX :: Linux
+Classifier: Operating System :: MacOS
+Classifier: License :: Other/Proprietary License
+Description-Content-Type: text/markdown
+License-File: LICENSE.txt
+Dynamic: author
+Dynamic: author-email
+Dynamic: classifier
+Dynamic: description
+Dynamic: description-content-type
+Dynamic: home-page
+Dynamic: keywords
+Dynamic: license-file
+Dynamic: platform
+Dynamic: summary
+
+FICO® Xpress Python interface
+==================================
+
+Create and solve Mathematical Optimization problems like the following:
+```
+min  x1^2 + 2 x2
+s.t. x1 + 3 x2 >= 4
+     -10 <= x1 <= 10
+     x1 in Z
+     x2 >= 0
+```
+with just a few lines of code:
+```python
+import xpress as xp
+p = xp.problem(name='myexample')  # problem name (optional)
+x1 = p.addVariable(vartype=xp.integer, name='x1', lb=-10, ub=10)
+x2 = p.addVariable(name='x2')
+p.setObjective(x1**2 + 2*x2)      # objective function
+p.addConstraint(x1 + 3*x2 >= 4)   # one or more constraints
+p.optimize()
+print ("solution: {0} = {1}; {2} = {3}".format (x1.name, p.getSolution(x1), x2.name, p.getSolution(x2)))
+```
+With the `xpress` module, one can create and solve optimization problems using the Python&#174; programming language and the [FICO Xpress](http://www.fico.com/en/products/fico-xpress-optimization-suite) Optimizer library. The module allows for
+
+-   Creating, handling, solving, and querying optimization problems;
+-   Using Python numerical libraries such as NumPy to create optimization problems;
+-   Setting and getting the value of parameters (controls and attributes) of a problem; and
+-   Using Python functions as callbacks for the Xpress Optimizer and the Xpress Nonlinear solver.
+
+The Xpress Python interface allows for creating, handling, and solving all problems that can be solved with the FICO-Xpress library: Linear Programming (LP), Quadratic Programming (QP), Second-Order Conic Programming (SOCP), and their mixed-integer extensions: MILP, MIQP, MIQCQP, MISOCP, together with general nonlinear and mixed-integer nonlinear.
+
+Installation
+------------
+
+The Xpress Python interface can be downloaded from [PyPI](https://www.pypi.org) and from [Anaconda](https://www.anaconda.com). Run
+```
+pip install xpress
+```
+
+to install from PyPI, and
+```
+conda install -c fico-xpress xpress
+```
+
+to install from the Conda repository.
+
+**Xpress 9.9 will be the last release to be published on Anaconda. Subsequent releases of Xpress will be published on PyPI only.**
+
+The downloaded package contains: a directory `examples` with several examples of usages of the module, with varying degrees of difficulty, and a directory `license` containing the [Xpress Community License](http://subscribe.fico.com/xpress-optimization-community-license) The full HTML documentation for the Xpress Optimizer, including the Python interface and its examples, is available at the [FICO Xpress Optimization Help](http://www.fico.com/fico-xpress-optimization/docs/latest/solver/GUID-ACD7E60C-7852-36B7-A78A-CED0EA291CDD.html) page.
+
+If you do not have any FICO Xpress license, the community license will be recognized by the module and no further action is needed. If you do have a license, for instance located in `/users/johndoe/xpauth.xpr`, make sure to set the global environment variable `XPRESS` to point to the folder containing the `xpauth.xpr` file, i.e. `XPRESS=/user/johndoe`.
+
+For a list of supported versions and their end of support dates, please see https://www.fico.com/en/product-support/support-level-software-release. Customers can download selected older versions of the package from the Xpress client area site by clicking on the Archived Downloads link.
+
+GPU installation guidelines for PDHG
+------------------------------------
+
+The primal-dual hybrid gradient (PDHG) linear optimization solver can now take advantage of an NVIDIA&#174; CUDA&#174;-capable GPU, if present. The GPU support for PDHG is available as a beta release with Xpress 9.9. The following platforms have been tested: Linux (both x86_64 and ARM64) and Windows (x86_64).</p>
+
+Software requirements:
+
+- At least version 580 of the NVIDIA drivers must be installed. The latest version is available from https://www.nvidia.com/drivers.
+- At least version 13.0 of the NVIDIA CUDA Runtime must be installed.
+
+When installing Xpress from PyPI, the CUDA Runtime can be specified as an optional dependency:
+
+```
+pip install "xpress[cuda]"
+```
+
+When installing Xpress from Conda, the CUDA Runtime can be installed using the following command:
+
+```
+conda install -c nvidia cuda-cudart libcusparse libcublas
+```
+
+Alternatively, the CUDA Runtime can be installed as part of the CUDA Toolkit, which can be downloaded from https://developer.nvidia.com/cuda-downloads.
+
+Licensing
+---------
+
+The Xpress software is governed by the [Xpress Shrinkwrap License Agreement](https://www.fico.com/en/shrinkwrap-license-agreement-fico-xpress-optimization-suite-on-premises). When downloading the package, you accept the license terms. A copy of the Xpress Shrinkwrap License is stored in the file `LICENSE.txt` in the `dist-info` directory of the Xpress module.
+
+This package includes the community license of Xpress, see the [licensing options overview](https://community.fico.com/s/fico-xpress-optimization-licensing-optio) for more details.
+
+
+Miscellaneous
+-------------
+
+"Python" is a registered trademark of the Python Software Foundation. "FICO" is a registered trademark of Fair Isaac Corporation in the United States and may be a registered trademark of Fair Isaac Corporation in other countries. Other product and company names herein may be trademarks of their respective owners.
+
+Copyright (C) Fair Isaac 1983-2026

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xpresslibs-9.9.0.dist-info/WHEEL

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+Wheel-Version: 1.0
+Generator: setuptools (82.0.1)
+Root-Is-Purelib: false
+Tag: py3-none-win_amd64
+

xpresslibs-9.9.0.dist-info/licenses/LICENSE.txt

@@ -0,0 +1,702 @@
+SHRINKWRAP LICENSE AGREEMENT
+FICO(R) Xpress Optimization Suite (On-Premises)
+Last Updated: August 15, 2025
+This Shrinkwrap License Agreement FICO(R) Xpress Optimization Suite (On-Premises) ("SWLA") is an agreement
+between you (either individually, and if client is an entity, as an authorized representative of such entity)
+("Client") and Fair Isaac Corporation or any of its Affiliates or any successor company, from whom the Fair Isaac
+Product is licensed or to whom this SWLA is assigned ("Fair Isaac"), for the enclosed Fair Isaac Products: Xpress
+Optimization Suite and included materials.
+This SWLA is effective upon (a) the date of a Fair Isaac provided purchase order for the licensing of the Fair Isaac
+Product ("FICO Order"), (b) Client and Fair Isaac entering into a signed order form agreement for the purchase of
+a license (or an evaluation license) to the Fair Isaac Product ("Signed License Agreement"), or (c) the first delivery,
+installation or use of the Fair Isaac Product; whichever date is earliest ("Effective Date" or "Commencement
+Date"). Please read the terms of this SWLA carefully before you install or use the Fair Isaac Product (defined
+below).
+BY SUBMITTING A FICO ORDER OR ENTERING INTO A SIGNED LICENSE AGREEMENT OR INSTALLING, COPYING OR
+OTHERWISE USING THE FAIR ISAAC PRODUCT OR BY CLICKING ON THE "ACCEPT" BUTTON THAT PRESENTS UPON
+INSTALLATION OF THIS FAIR ISAAC PRODUCT, YOU (BOTH PERSONALLY AND, IF CLIENT IS AN ENTITY, AS AN
+AUTHORIZED REPRESENTATIVE OF CLIENT) SIGNIFY YOUR ACCEPTANCE OF EACH AND EVERY TERM AND
+CONDITION CONTAINED IN THIS SWLA and you acknowledge that you have been presented with this SWLA in a
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+is not permitted.
+(c)	Class 3 License (Unlimited Authorized Users, Concurrent Executions). If the license to the Fair
+Isaac Product is designated by the Purchasing Documentation as a Class 3 License, then Client is permitted
+to operate the Fair Isaac Product on one (1) designated computer with one (1) Operating Platform (e.g., a
+personal computer, a workstation computer, or a server computer). Transfer of the license to a different
+Operating Platform or with hardware components different from those listed on the Purchasing
+Documentation must be approved by Fair Isaac in writing and may incur additional fees. Any number of
+Authorized Users can access the Fair Isaac Product on the single Operating Platform, and access to or
+operation of the Fair Isaac Product using remote or network access technology is permitted. Client may
+run unlimited Concurrent Executions of the Fair Isaac Product to solve an unlimited number of Models
+concurrently. However, running multiple instances of the Fair Isaac Product at any given time is not
+permitted.
+(d)	Floating License. If the license for the Fair Isaac Product is designated by the Purchasing
+Documentation as a Floating License (e.g., may be indicated by a separate line item) and limited to a
+specified number of Concurrent Users and Concurrent Executions, then Client is permitted to install the
+Fair Isaac Product on an unlimited number of machines on Client's Operating Platform. The number of
+Models being executed concurrently by the Fair Isaac Product at any given time shall not exceed the
+number of Concurrent Users and/or Concurrent Executions purchased with the license under the
+Purchasing Documentation.
+(e)	Web Floating License. If the license for the Fair Isaac Product is designated by the Purchasing
+Documentation as a Web Floating License (e.g., may be indicated as a separate line item) and limited to a
+specified number of Concurrent Users and Concurrent Executions, then Client is permitted to install the
+Fair Isaac Product on an unlimited number of machines on Client's Operating Platform. The number of
+Models being executed concurrently by the Fair Isaac Product at any given time shall not exceed the
+number of Concurrent Users and/or Concurrent Executions purchased with the license under the
+Purchasing Documentation. Web Floating Licenses require internet connectivity to URLs in accordance
+with the Documentation. Additional usage limits may apply as specified in the Purchasing Documentation.
+(f)	Non-Production or Development License. If the license to the Fair Isaac Product is designated by
+the Purchasing Documentation as a Non-Production license or a Development license, then Client shall
+use the Fair Isaac Product for Non-Production purposes only, and Client shall not use any application,
+solution or model developed under the Non-Production license for any internal data processing or for any
+commercial, operational, runtime or other Production purposes.
+(g)	Dongle License. If the license to the Fair Isaac Product is designated by the Purchasing
+Documentation as for use with a purchased hardware USB dongle device, then Client is permitted to
+install the Fair Isaac Product on an unlimited number of machines on Client's local Operating Platform,
+and Client is authorized to run a maximum of one (1) instance or copy of the Fair Isaac Product on one (1)
+CPU machine at any given time using the dongle provided.
+(h) 	Single Authorized Insight User License. If the license to the Fair Isaac Product is designated in the
+Purchasing Documentation as limited to a specified number of Authorized Users or Seats, then Client is
+permitted to install the Fair Isaac Product on a server or any supported Operating Platform that is
+accessed only by designated Authorized Users through a local area network, provided that the number of
+Authorized Users accessing the Fair Isaac Product at any one time does not exceed the number of
+Authorized Users or Seats purchased under the Purchasing Documentation.
+(i)	Insight Viewer License. If the license to the Fair Isaac Product is designated by the Purchasing
+Documentation as an Insight Viewer License, then the Fair Isaac Product may only be used by Authorized
+Users to view visualizations, reports and data of scenarios.
+(j)	Insight Admin License. If the license to the Fair Isaac Product is designated by the Purchasing
+Documentation as an Insight Admin License, then Fair Isaac Product may only be used by Authorized
+Users for the purposes of performing administrative tasks such as installation, user management and
+resource management.
+(k)	Other Limitations. If the license for the Fair Isaac Product is limited in the Purchasing
+Documentation in any other manner, Client's use of the Fair Isaac Product is subject to those other
+limitations. These additional limitations may be based on, among other things, department, features,
+capacity, license type, use case or otherwise.
+2.1.2.	Evaluation License. If Client is receiving an evaluation license to the Fair Isaac Product (either through
+access to Fair Isaac's electronic evaluation site or otherwise), then the terms and conditions of the Agreement and
+this section shall define such evaluation license grant to Client. Fair Isaac hereby grants to Client a personal,
+revocable, non-exclusive, non-transferable, non-sublicensable, non-assignable, limited license to display and
+perform the Fair Isaac Product and Documentation within the Territory for a period of 30 days (unless 60 days is
+expressly stated in the Purchasing Documentation) from the delivery date of the Fair Isaac Product ("Evaluation
+Period"), solely for Non-Production purposes for Client to evaluate whether Client wants to purchase a license to
+the Fair Isaac Product, only by Authorized Users, and subject to the limitations set forth in the Agreement and/or
+otherwise imposed by Fair Isaac. At the end of the Evaluation Period, all license grants shall immediately
+terminate and are hereby revoked, and Client shall immediately cease all use of the Fair Isaac Product.
+2.1.3.	Community License.  If Client is receiving a Community License, then subject to the terms and conditions
+of the SWLA and this section, Fair Isaac hereby grants to Client a personal, revocable, non-exclusive, non-
+transferable, non-assignable, non-sublicenseable, limited license to use the Fair Isaac Product within the Territory
+for a period of one (1) year from the delivery date of the Fair Isaac Product ("Community License Period") for
+Client's own Internal Use, and subject to Client's compliance with all license terms, restrictions and limitations
+herein. The Community License is provided "AS IS" without any warranty, support and Maintenance Services.  If
+Client wants Maintenance Services for the Fair Isaac Product, then Fair Isaac will provide such support pursuant to
+a fee-based maintenance and support agreement. As a condition of the license grant herein, Client shall not
+upload any personally identifiable or other protected personal data ("Personal Data").
+2.1.4.	End User License. If Client is an authorized reseller or distributor of Fair Isaac under an effective Signed
+License Agreement, then subject to the terms and conditions of the SWLA and this Article 2 inclusive, Fair Isaac
+hereby grants to the end user customer of such reseller/distributor Client ("End User") a personal, revocable, non-
+exclusive, non-transferable, non-assignable, non-sublicenseable, limited license to use the Fair Isaac Product
+within the Territory for the period of time that Fair Isaac has granted such sublicense grant to such
+reseller/distributor Client, or for a period of one (1) year from the delivery date of the Fair Isaac Product if no time
+is specified ("End User License Period"), for End User's own Internal Use, and subject to both Client's and End
+User's compliance with all license terms, restrictions and limitations herein. The End User License is provided "AS
+IS" without any warranty, support and Maintenance Services.  If End User wants Maintenance Services for the Fair
+Isaac Product, Client must provide such support to End User. As a condition of the license grant herein, End User
+shall not upload any Personal Data. End User must comply with and is subject to all of the same terms and
+conditions contained in the Agreement as Client.
+2.1.5.	Documentation. Subject to the terms and conditions of the Agreement, Fair Isaac hereby grants to Client
+during the License Term, Evaluation Period and Community License Period (as applicable), a personal, revocable,
+non-exclusive, non-transferable, non-assignable, non-sublicenseable, limited license to perform and display the
+Documentation in the Territory solely for Client's and Authorized Users' Permitted Use of the Fair Isaac Product,
+and subject to the same terms, conditions and restrictions that apply to the Fair Isaac Product. Client may
+internally reproduce Documentation only to the extent permitted under the Agreement. Client shall only use the
+Fair Isaac Product in accordance with such Documentation.
+2.2.	Reservation of Rights. Fair Isaac reserves all rights not expressly granted to Client under the Agreement.
+Unless otherwise expressly provided, all Intellectual Property Rights in products, services, custom code,
+documentation, deliverables, other materials and know-how owned or developed in whole or in part by Fair Isaac
+or any of its Affiliates, including Fair Isaac Products and Documentation (all of the foregoing, "Fair Isaac
+Materials"), are retained exclusively by Fair Isaac or that Affiliate. Subject to Fair Isaac's obligations with respect
+to Client's Confidential Information, Fair Isaac and its Affiliates are free to use any ideas, concepts, techniques,
+and know-how developed pursuant to the Agreement for themselves and for other clients.
+2.3.	Notice Reproduction. To the extent Client is given rights to reproduce any Fair Isaac Materials, Client must
+reproduce on each copy of such materials any copyright, patent, or trademark notice, and any other proprietary
+legends that were contained in the originals.
+2.4.	Restrictions. Client and its employees, representatives, and/or agents will not, with respect to products,
+services and deliverables provided by Fair Isaac: (i) use them for any purpose other than the internal business
+operations of Client or in any other manner that exceeds the scope of the licenses granted under the Agreement
+or that otherwise violates the Agreement; (ii) in any way modify, adapt, translate, combine them with other
+works, or make derivative works from them; (iii) reverse engineer, decompile, disassemble, or otherwise attempt
+to reduce any object code to human perceivable form or permit others to do so; (iv) disclose them to, or permit
+the use or access of them by, any third party; (v) assign, license, lease, transfer, or distribute them; (vi) operate
+any of them for timesharing, rental, outsourcing, or service bureau operations (or otherwise for the benefit of any
+party other than Client); or (vii) disclose or publish performance benchmark results for them without Fair Isaac's
+prior written consent.
+2.5.	Maintenance Services. Standard and generally available Fair Isaac Products are eligible to receive
+Maintenance Services. Client's license grants and right to receive Maintenance Services are subject to Client's
+payment of all fees. If Client fails to pay fees or does not comply with the license terms, conditions and
+restrictions, then Fair Isaac at its option may immediately suspend Maintenance Services, until such failure or
+noncompliance has been cured. Such suspension is in addition to Fair Isaac termination rights under the
+Agreement and does not relieve Client of its payment obligations. Maintenance Services do not apply to
+Evaluation Licenses, Community Licenses and End User Licenses.
+2.6.	Platforms/Options. Client shall only use the version of the Fair Isaac Product for the specific supported
+platform(s) as set forth in the Documentation, unless the Signed License Agreement executed by both parties
+states otherwise. Unless specifically set forth in the Purchasing Documentation, Client does not obtain any right to
+options or additional related products or service.
+3.	Protection of Confidential Information
+3.1.	Limitations on Disclosure and Use. Recipient may use Confidential Information of the Discloser only for
+the purposes of exercising Recipient's rights and fulfilling Recipient's obligations under the Agreement. Recipient
+shall use the same degree of care, but no less than a reasonable degree of care, to protect against the
+unauthorized disclosure or use of Discloser's Confidential Information as it uses to protect its own confidential
+information of a similar type. Recipient shall disclose Confidential Information of Discloser only to its personnel
+who have a need to know for the above stated purposes, provided each is bound by obligations of confidentiality
+no less restrictive than the terms of the Agreement. Recipient shall not remove any confidentiality or proprietary
+notices from Discloser's Confidential Information. If Recipient provides Discloser with comments, suggestions or
+other input regarding Discloser's Confidential Information or Intellectual Property, Discloser will have an
+unrestricted, worldwide, royalty-free right to use those comments, suggestions, or other input for any purpose
+and in any manner, and to authorize others to do so.
+3.2.	Exceptions. Recipient's obligation under the Agreement to treat information as Confidential Information
+does not apply to information that: (i) is already known to Recipient at the time of disclosure and was not
+obtained, directly or indirectly, from Discloser; (ii) is independently developed by Recipient without reference to
+or use of the Discloser's Confidential Information; (iii) is obtained by Recipient from another source without a
+breach of any obligation of confidentiality owed by that source to Discloser; or (iv) is or becomes publicly available
+through no wrongful act of Recipient or any party that obtained the information from Recipient. If Recipient is
+served with a subpoena or other legal process, court, or governmental request or order requiring disclosure, or is
+otherwise required by law or securities exchange requirement to disclose, any of Discloser's Confidential
+Information, Recipient shall, unless prohibited by law, promptly notify Discloser of that fact and cooperate fully
+(at Discloser's expense) with Discloser and its legal counsel in opposing, seeking a protective order, seeking to
+limit, or appealing the subpoena, legal process, request, order, or requirement to the extent deemed appropriate
+by Discloser. Recipient may comply with the subpoena or other legal process or requirement after complying with
+the foregoing sentence, but only to the extent necessary for compliance.
+3.3.	Injunctive Relief. The parties acknowledge that the remedies at law available for the protection of
+Confidential Information or Intellectual Property may be inadequate, and, without limiting any rights available at
+law, each party is entitled to seek injunctive relief for any breach of the Agreement relating to the protection of its
+Confidential Information or Intellectual Property Rights.
+4.	Representations and Warranties
+4.1.	Representations. Each party represents that: (i) it is duly organized, validly existing, and in good standing
+under the laws of its jurisdiction of incorporation or organization; (ii) it has the power and authority to enter into
+and perform all its obligations under the Agreement; and (iii) the Purchasing Documentation has been signed
+and/or accepted by its duly authorized representatives who are able to bind their respective companies.
+4.2.	Warranty. This section does not apply to Community Licenses, Evaluation Licenses and End User Licenses.
+Fair Isaac warrants that the Fair Isaac Product will conform in all material respects to its Documentation for a
+period of 30 days from the initial date of delivery of the Fair Isaac Product. To assert a warranty claim, Client must
+report any breach of this warranty in writing within the warranty period (along with all information available to
+Client that is relevant to verifying, diagnosing, or correcting the error). For any breach of this warranty, Client's
+sole and exclusive remedy and Fair Isaac's entire liability shall be at Fair Isaac's option to either (i) correct any
+reproducible error in the Fair Isaac Product reported to Fair Isaac, or (ii) replace the Fair Isaac Product. Warranty
+Exclusions. The warranty above does not apply (i) if the Fair Isaac Product is not used in accordance with the
+Agreement or its Documentation; (ii) if the non-conformity is caused by any third party product, service or
+materials; (iii) to any modification of the Fair Isaac Product not performed by Fair Isaac; (iv) to any third party
+software, product, service, system, database, open source code, reports, lists, files or other materials, or the
+combination of any of the foregoing by Client with the Fair Isaac Product; and (v) any and all Evaluation License,
+Community License and End User License grants to the Fair Isaac Product.
+4.3.	WARRANTY DISCLAIMER. Except to the extent expressly stated under the Agreement, Fair Isaac does not
+warrant that any product, service or deliverable provided by Fair Isaac will: (i) meet Client's requirements; (ii)
+operate in combination with hardware, software, systems or data not expressly specified in writing by Fair Isaac;
+(iii) meet any performance level, resource utilization, response time, or system overhead requirements; or (iv)
+operate uninterrupted, free of errors, or without delay. Fair Isaac is not responsible for problems or errors caused
+by: (a) use of any product, service or deliverable provided by Fair Isaac outside the scope of the Agreement or not
+used in compliance with applicable documentation; (b) any modification to a product, service or deliverable not
+made by Fair Isaac; (c) any change in or modification to the operating characteristics of Client's system or any
+component of Client's system that is inconsistent with the product or services documentation or specification; or
+(d) use of any product, service or deliverable provided by Fair Isaac with hardware or software that is not
+indicated in the applicable documentation to be interoperable with the same. EXCEPT FOR THE EXPRESS
+WARRANTIES SET FORTH IN THE AGREEMENT, FAIR ISAAC MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED,
+AND HEREBY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES REGARDING
+MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES OF TITLE AND NON-INFRINGEMENT,
+AND ANY WARRANTY ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. CLIENT IS SOLELY
+RESPONSIBLE FOR ITS USE OF ANY PRODUCTS, SERVICES AND DELIVERABLES PROVIDED BY FAIR ISAAC UNDER THE
+AGREEMENT AND FOR ANY LIABILITY ARISING FROM SUCH USE, INCLUDING CONCLUSIONS DRAWN THEREFROM,
+OR FROM THE DATA OR CONTENT SUPPLIED BY CLIENT. IF CLIENT IS RECEIVING A COMMUNITY LICENSE OR A
+LICENSE TO THE FAIR ISAAC PRODUCT FOR EVALUATION PURPOSES, THEN THE WARRANTY SET FORTH IN SECTION
+4.2 WILL NOT APPLY AND CLIENT ACKNOWLEDGES AND AGREES THAT THE FAIR ISAAC PRODUCT IS LICENSED ON
+AN "AS IS" BASIS WITHOUT ANY WARRANTY.
+5.	Indemnification. Client shall defend at its own expense any action against Fair Isaac or its Affiliates
+brought by a third party to the extent the action is based upon: (i)(a) any violation of the terms of Client's license,
+(b) any combination or use of any Fair Isaac Product with other products, equipment, software or data, (c) any
+modification of a Fair Isaac Product made pursuant to Client specifications or any other modification made by any
+entity other than Fair Isaac or its Affiliates, (d) any claim that would have been avoided or mitigated had Client
+upgraded to a new version or release of the Fair Isaac Product made available by Fair Isaac to Client, (e) any third
+party software or other material, including Third Party Products, (f) trial or beta use of the Fair Isaac Product, or
+(g) any unauthorized use of the Fair Isaac Product or use other than in accordance with the applicable
+documentation; (ii) any data, information, documentation, software, service, technology or other material
+provided to Fair Isaac by Client or at Client's direction, including but not limited to Client Data and other Client
+material; or (iii) Fair Isaac's adherence to specifications or requirements provided by Client. Client will pay those
+costs and damages finally awarded against Fair Isaac or its Affiliates in the action that are specifically attributable
+to that claim, or those costs and damages agreed to in a monetary settlement of the action that are specifically
+attributable to the claim. For the avoidance of doubt, Client shall not admit liability or incur obligations on Fair
+Isaac's behalf without Fair Isaac's prior written consent. Fair Isaac has no obligation with respect to any claim
+based on or arising out of the foregoing clauses (i), (ii) and (iii).
+6.	Limitation of Liability
+6.1.	IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER ANY THEORY OF RECOVERY (INCLUDING WITHOUT
+LIMITATION BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, TORT AND STRICT LIABILITY) FOR ANY
+INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL (INCLUDING WITHOUT LIMITATION LOSS OF
+DATA, USE, GOODWILL, INCOME, PROFIT OR SAVINGS) OR PUNITIVE DAMAGES ARISING OUT OF OR IN
+CONNECTION WITH THE AGREEMENT OR ANY PRODUCT, SERVICE OR DELIVERABLE PROVIDED BY FAIR ISAAC
+UNDER THE AGREEMENT, EVEN IF THE RESPONSIBLE PARTY HAD BEEN ADVISED OF THE POSSIBILITY OF THOSE
+TYPES OF DAMAGES OR EVEN IF THOSE TYPES OF DAMAGES WERE REASONABLY FORESEEABLE; PROVIDED,
+HOWEVER, THE FOREGOING LIMITATION IS INAPPLICABLE TO: (A) CLIENT'S OBLIGATION TO PAY AMOUNTS OWED
+TO FAIR ISAAC FOR PRODUCTS, SERVICES AND DELIVERABLES PROVIDED BY FAIR ISAAC UNDER THE AGREEMENT
+OR OTHERWISE (INCLUDING COSTS OF COLLECTION OF UNPAID AMOUNTS), (B) DAMAGES ARISING FROM OR AS
+A RESULT OF AN INFRINGEMENT OR VIOLATION OF FAIR ISAAC'S INTELLECTUAL PROPERTY RIGHTS (INCLUDING
+BREACH OF ANY LICENSE GRANT OR RESTRICTION) AND (C) CLIENT'S INDEMNIFICATION OBLIGATIONS UNDER THE
+AGREEMENT.
+6.2.	SUBJECT TO SECTION 6.1 AND SECTION 6.3, THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY FOR ALL
+CLAIMS ARISING UNDER OR RELATED TO THE AGREEMENT, UNDER ANY AND ALL THEORIES OF LIABILITY
+(INCLUDING WITHOUT LIMITATION BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, TORT AND
+STRICT LIABILITY), WILL NOT EXCEED THE TOTAL AMOUNT PAID BY CLIENT (EXCLUDING IMPLEMENTATION FEES
+AND REIMBURSED EXPENSES) FOR THE FAIR ISAAC PRODUCT(S), SERVICE(S) OR DELIVERABLE(S) TO WHICH THE
+CLAIM(S) RELATE(S) DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE DATE OF THE MOST RECENT CLAIM
+THAT GAVE RISE TO THE LIABILITY (THE "LIABILITY CAP"). NOTWITHSTANDING THE FOREGOING, THE FOLLOWING
+ARE INDEPENDENT OF AND NOT SUBJECT TO THE LIABILITY CAP: (A) CLIENT'S OBLIGATION TO PAY AMOUNTS
+OWED TO FAIR ISAAC FOR PRODUCTS, SERVICES AND DELIVERABLES PROVIDED BY FAIR ISAAC UNDER THE
+AGREEMENT OR OTHERWISE (INCLUDING COSTS OF COLLECTION OF UNPAID AMOUNTS), (B) CLIENT'S
+INDEMNIFICATION OBLIGATIONS UNDER THE AGREEMENT, AND (C) DAMAGES ARISING FROM OR AS A RESULT OF
+AN INFRINGEMENT OR OTHER VIOLATION OF FAIR ISAAC'S INTELLECTUAL PROPERTY RIGHTS (INCLUDING BREACH
+OF ANY LICENSE GRANT OR RESTRICTION).
+6.3.	NOTWITHSTANDING ANYTHING CONTAINED TO THE CONTRARY IN THE AGREEMENT OR OTHERWISE,
+FAIR ISAAC'S LIABILITY CAP FOR ALL COMMUNITY LICENSES, EVALUATION LICENSES AND END USER LICENSES
+SHALL BE AN AMOUNT EQUAL TO FIVE HUNDRED DOLLARS ($500) US DOLLARS. Fair Isaac has set its prices and
+entered into the Agreement in reliance upon the limitations of liability and the disclaimers of warranties and
+damages set forth herein, and the same forms an essential basis of the bargain between the parties.
+7.	Payment Terms
+7.1.	Invoices and Payments.
+(a) 	All fees and charges (other than expenses) will be set forth in the applicable Purchasing Documentation.
+Except as otherwise provided, all fees, charges and expenses must be paid within 30 days of the date of an
+invoice. All amounts are payable in the currency stated in the Purchasing Documentation (or, if no currency is
+stated in the Purchasing Documentation, then in US Dollars) in accordance with the instructions provided in the
+invoice or other instructions provided by Fair Isaac. Without prejudice to its other rights and remedies, if Fair Isaac
+does not receive any payment by its due date, Fair Isaac may assess a late payment charge on the unpaid amount
+at the rate of 1.5% per month or the highest rate allowed under applicable law, whichever is less. In addition, Fair
+Isaac may terminate the relevant Purchasing Documentation, including any licenses granted to Client or otherwise
+therein, or terminate the service concerned, but not until Fair Isaac has given Client written notice, and the
+amount remains unpaid 30 days after Fair Isaac gives the notice. Client shall reimburse Fair Isaac for all costs
+related to any proceedings to collect any amounts owed under or arising out of this Agreement, including without
+limitation attorneys' fees and expenses. All fees paid hereunder are nonrefundable without any right of set-off or
+deduction.
+(b)	Client shall timely pay all fees, costs and expenses hereunder in accordance with the terms of the
+Agreement.  Fees for the Fair Isaac Product begin on the Commencement Date. Reference to "year" or "annual"
+means each 1-year period that begins on the Commencement Date (or anniversary of the Commencement Date,
+as applicable) within the License Term. All annual fees are due and payable on the Commencement Date and
+thereafter on every anniversary of the Commencement Date. All one-time set up and other fees are due and
+payable on the Effective Date. All monthly fees and all transaction, overage, volume-based and usage fees
+(collectively, "Transaction Fees") are due and payable monthly in arrears. If there is a change to a size, tier or
+other classification-based fee, such fee is due and payable in arrears immediately following the event that
+changed such size, tier or classification.
+(c) 	Payment of the fees under the Agreement permit Client to use of the Fair Isaac Product subject to the
+Scope/Quantity Limit and other applicable terms, and no additional or excess use is permitted. An amendment to
+the Agreement executed by both parties is required before Client is permitted to make any additional or excess
+use, and Client understands that fees shall be subject to change.
+(d) 	In the event Fair Isaac requests information that is necessary for Fair Isaac to calculate or verify the
+Transaction Fees, then Client will send such information within the time specified in Fair Isaac's request. Client is
+responsible for payment of all fees for any and all use, access, transmission and/or processing of the Fair Isaac
+Product in all environments and phases, as well as additional costs for services or items requested by Client that
+are not included in the Fair Isaac Product.
+7.2.	Costs and Expenses. Prices do not include reasonable travel and associated out-of-pocket expenses
+incurred by Fair Isaac in connection with the Agreement, which Client agrees to reimburse at Fair Isaac's actual
+cost.
+7.3.	Price Adjustments. All fees and charges in the Purchasing Documentation may be reviewed and adjusted
+by Fair Isaac on an annual basis. Annual adjustments will not exceed the most recently available annual rate
+increase of CPI, provided that the number of users, volume levels, account criteria and other pricing or licensing
+metrics have not changed under such Purchasing Documentation (in which case, the increase may be higher than
+CPI). "CPI" means (i) with respect to US Dollars, the Consumer Price Index for All Urban Consumers (CPI-U) for the
+U.S. City Average for All Items, 1982-84=100, as published by the US Bureau of Labor Statistics, and (ii) with
+respect to any other currency stated in the Purchasing Documentation, a published consumer price index selected
+by Fair Isaac for such currency.
+7.4.	Taxes and other Charges. Unless otherwise stated in the Purchasing Documentation, all charges under the
+Agreement are stated exclusive of any applicable Taxes, and Client is solely responsible for, and shall pay or
+reimburse Fair Isaac for, all Taxes. Fair Isaac shall promptly remit to the appropriate tax authority all Taxes
+collected from Client on account of Client's tax obligations, if any. If Fair Isaac receives a refund of Taxes
+attributable to amounts paid by Client under the Agreement, Fair Isaac shall pay the refunded amount to Client
+within 30 days of its receipt.
+7.5.	Verification and Audit Rights. Client shall maintain adequate books, records, and accounting practices and
+systems that will allow proper calculation, documentation and reporting of payments due to Fair Isaac under the
+Agreement, and that will facilitate auditing of those books, records, systems and Client's use of the Fair Isaac
+products, services and deliverables. At Fair Isaac's written request, Client shall promptly provide to Fair Isaac a
+written report certified by an authorized officer of Client that provides information reasonably requested by Fair
+Isaac to calculate or verify payments due to Fair Isaac under the Agreement, to verify the nature and extent of
+Client's use of the Fair Isaac products, services and deliverables, or to verify that Client has complied with the
+terms of the Agreement. In addition, upon at least 10 days' prior written notice to Client, Fair Isaac may, at its
+expense, audit Client's use of the Fair Isaac products, services and deliverables, and all records of Client relating to
+the Agreement. Audits must be conducted at Client's facilities during regular business hours, with as little
+disruption to Client's business activities as reasonably possible. Client shall cooperate with Fair Isaac's auditors in
+conducting the audit. Fair Isaac may conduct audits no more than twice in any calendar year. Client shall promptly
+pay to Fair Isaac the amount of any underpayment discovered in such audit. If Client is discovered to have
+understated any fees owed to Fair Isaac by more than 5%, or if Fair Isaac learns that Client has breached the
+Agreement, then Client shall also promptly pay to Fair Isaac all reasonable costs of the audit.
+8.	Term and Termination
+8.1.	Term of SWLA. Unless otherwise terminated as specified in this Article, the term of this SWLA shall
+continue for as long as there is a License Term, Evaluation Period, Community License Period and End User License
+Period, in effect, unless Fair Isaac sends written notification that it elects to terminate this SWLA.
+8.2.	Termination of a Purchasing Documentation. Fair Isaac may terminate the Agreement or any Purchasing
+Documentation by providing written notice to Client if: (i) Client or any user has committed a material breach of
+the Agreement or any Purchasing Documentation and has failed to remedy the breach within 30 days after receipt
+of the written notice requiring it to be remedied, or (ii) Client ceases to conduct business in the ordinary course or
+is declared insolvent or bankrupt, or makes an assignment of substantially all of its assets for the benefit of
+creditors, or has a receiver appointed over all or substantially all of its assets, or any proceeding is demanded by,
+for, or against the other party under any provision of bankruptcy or insolvency legislation. In addition, Fair Isaac
+may immediately suspend its performance under or terminate the Agreement or any Purchasing Documentation
+if Client or any user: (i) violates the terms of any license grant or restriction, or (ii) violates any import, export or
+re-export laws or regulations, or becomes a Restricted Party or located in a Restricted Jurisdiction.
+8.3.	Termination of Agreement. Notwithstanding anything to the contrary in the Agreement, if Client is in
+breach of any provision of the Agreement involving a failure of payment or violation of Fair Isaac's Intellectual
+Property Rights (including breach of any license grant or restriction by Client or any user), and fails to remedy the
+breach within 30 days after receipt of written notice, then Fair Isaac may at its option terminate (i) the Purchasing
+Documentation subject to the breach or (ii) the Agreement.
+8.4.	Effect of Termination or Expiration. Upon termination or expiration of any Purchasing Documentation for
+any reason: (i) all licenses granted to Client under that Purchasing Documentation and the Agreement will
+terminate immediately, as well as all Fair Isaac services obligations, including support and maintenance
+obligations; (ii) Client shall and shall cause all users to immediately cease using all affected Fair Isaac Products,
+services, deliverables and related documentation; (iii) Client shall and shall cause all users to remove all copies of
+the affected Fair Isaac Products, deliverables and related documentation from Client's and users' computers and
+systems; (iv) Client shall either (a) irretrievably destroy all copies of the affected Fair Isaac Products, deliverables,
+related documentation, and other related Fair Isaac Confidential Information and Intellectual Property, or (b) at
+Fair Isaac's option, return to Fair Isaac all copies of the affected Fair Isaac Products, deliverables, related
+documentation, and other Fair Isaac Confidential Information and Intellectual Property; (v) Client shall provide to
+Fair Isaac a written certification signed by an authorized officer of Client certifying that Client has complied in full
+with the foregoing; and (vi) all fees and other charges provided for in the Agreement or in any Purchasing
+Documentation will become immediately due and payable.
+8.5.	Survival. The following provisions of this SWLA will survive the term of this SWLA: Article 1 (Definitions),
+Section 2.2. (Reservation of Rights), Article 3 (Protection of Confidential Information), Section 4.3 (Warranty
+Disclaimer), Article 5 (Indemnification), Article 6 (Limitation of Liability), Article 7 (Payment Terms), Section 8.4
+(Effect of Termination or Expiration), Section 8.5 (Survival), and Article 9 (Miscellaneous) except for Section 9.6
+(Marketing).
+9.	Miscellaneous
+9.1.	Export Controls; Government Sanctions. Client acknowledges that products and related documentation
+and technical data provided under the Agreement may be subject to export laws of the U.S. and other countries
+from where the products were originally obtained by Client. Client shall comply with applicable export laws before
+exporting or re-exporting such products or related documentation or technical data to other countries. Client will
+not export, re-export, or otherwise transfer or make available, directly or indirectly, the products or related
+documentation or technical data to: (i) any country or territory that is, or whose government is, the target of
+economic or trade sanctions or embargos by the U.S. government (including OFAC, BIS, or the US State
+Department) or, as applicable, sanctions or embargos by governments of other countries (each, a "Restricted
+Jurisdiction"), or (ii) any person or entity on (or owned or controlled by a person or entity on) the U.S. Treasury
+Department's List of Specially Designated Nationals, the U.S. Department of Commerce Denied Person's or Entity
+List, or other restricted party list maintained by the U.S. government or government of any other country (each,
+a "Restricted Party"). Client represents and warrants that Client is not a Restricted Party and is not located in a
+Restricted Jurisdiction. Client agrees not to use the products or related documentation or technical data for any
+purpose prohibited by applicable export laws. Client will promptly notify Fair Isaac if Client becomes aware that it
+has failed to comply with any of the requirements of this section. If Client fails to comply with the terms of this
+section, in addition to Fair Isaac's remedies at law and in equity, Fair Isaac may suspend performance of its
+obligations under the Agreement until Client is in compliance.
+9.2.	Import Licenses. Client is responsible for (i) obtaining all licenses, permits, clearances or approvals that
+may be required to import any products and/or services into the country of designated delivery, and (ii) paying
+any and all related Taxes. At Fair Isaac's request, Client shall provide Fair Isaac copies of all relevant import
+documentation relating to products or services provided under the Agreement. Fair Isaac will not be required to
+deliver any products or provide services to locations, persons and/or entities prohibited by applicable export laws
+or government sanctions.
+9.3.	U.S. Government Users. The Fair Isaac Product was developed entirely at private expense and is
+commercial computer software provided with RESTRICTED RIGHTS. Use, duplication or disclosure by the U.S.
+Government or a U.S. Government contractor or subcontractor is subject to the restrictions set forth in the
+Agreement and as provided in FAR 12.211 and 12.212 (48 CFR Sec. 12.211 and 12.212) or DFARS 227.7202 (48 CFR Sec.
+227.7202-1, Sec. 227.7202-3) as applicable. Consistent with the above Commercial Computer Software and
+Commercial Computer Documentation are licensed to U.S. Government end users only as commercial items and
+only with those rights as are granted to all other end users under the terms and conditions set forth in the
+Agreement.
+9.4.	Commercial Items. The documentation and deliverables provided to the U.S. Government are
+"Commercial Items," as that term is defined at 48 C.F.R. Sec. 2.101, consisting of "Commercial Computer Software"
+and "Commercial Computer Software Documentation," within the meaning of 48 C.F.R. Sec. 12.212 or 48 C.F.R. Sec.
+227.7202, as applicable. Consistent with 48 C.F.R. Sec. 12.212 or 48 C.F.R. Sec. 227.7202-1 through 227.7202-4, as
+applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being
+licensed to U.S. Government end users (i) only as Commercial Items and (ii) with only those rights as are granted
+to all other end users pursuant to the terms and conditions herein, as provided in FAR 12.212, and DFARS
+227.7202-1(a), 227.7202-3(a), 227.7202-4, as applicable.
+9.5.	Relationship of the Parties. The relationship between the parties is that of independent contractors. The
+Agreement is not to be construed as creating any partnership, joint venture, agency or any other form of legal
+association that would impose liability upon one party for the act or failure to act of the other party.
+9.6.	Marketing. Fair Isaac may include and Client consents to the use of Client's name, trademark(s) and
+logo(s) and a 'quote', in Fair Isaac's marketing and promotional materials and website regarding the availability of
+any of its products or services to other customers and prospects. Client agrees to collaborate and consents to Fair
+Isaac producing and distributing, to customers and prospects, a written case study describing how Client's
+business used and benefitted from the Fair Isaac products or services. Fair Isaac may issue a press release stating
+factual information regarding the relationship between Fair Isaac and Client at any time after the Effective Date.
+Fair Isaac shall first submit the press release to Client for Client's approval.
+9.7.	No Waiver. No delay or omission by either party in exercising any right under the Agreement will be
+construed as a waiver of that right. Even if either party waives a breach or default under the Agreement, that
+party is not deemed to have waived any later or similar breach or default. No waiver will be effective unless in
+writing and signed by the party waiving the right.
+9.8.	Compliance with Laws. Client is solely responsible for compliance with all laws relating to Client's use of
+any product, service or deliverable provided by Fair Isaac under the Agreement, including but not limited to laws
+and regulations relating to privacy, export control, import licensing and anti-corruption practices.
+9.9.	Governing Law. The Agreement, and any issues arising under or in any way relating to the Agreement, will
+be governed by and construed in accordance with the laws of the State of New York, USA without regard to
+principles of conflicts of law or international law, including without limitation the 1980 United Nations Convention
+on Contracts for the International Sale of Goods, as revised, which the parties expressly agree does not apply to
+the Agreement. No action, regardless of form, arising out of or relating to the Agreement may be brought by
+Client more than 2 years after the cause of action has accrued.
+9.10.	Notices. Any notices required to be given in writing under the Agreement must be sent to the recipient's
+address for notices set forth below. Written notices must be sent by personal delivery, mail (with return receipt
+provided), or major overnight delivery carrier (with return receipt provided). Notices will be deemed given on the
+actual date of delivery, as indicated by a delivery receipt. Either party may change its address for notices at any
+time by giving written notice to the other party as provided in this section.
+For notices to be sent to Fair Isaac:
+Fair Isaac Corporation
+Attention: Contracts Administration
+12790 El Camino Real, Suite 300
+San Diego, CA 92130, USA
+
+For notices to be sent to Client:
+The address set forth in the Purchasing Documentation
+For a Community License, the address set forth in form completed on https://www.fico.com/en/fico-xpress-
+community-license (or other FICO successor website)
+9.11.	Assignment; Delegation.
+(a)	Neither party has the right, without the prior written consent of the other party, to assign or transfer the
+Agreement, or any part of the Agreement. Except as provided herein, any attempt to assign or transfer all or any
+part of the Agreement without first obtaining that written consent will be void and of no force or effect. In the
+event of a change of control of Client, or if Client is merged with, is acquired by, or acquires another entity, or
+undergoes a reorganization or otherwise acquires the right to process the business of another entity, each such
+event will be deemed an assignment by Client subject to this section.
+(b)	Notwithstanding the foregoing, Fair Isaac has the right to assign the Agreement to any Fair Isaac Affiliate
+or by merger, reorganization, change of control, consolidation, or sale of all or substantially all the assets of Fair
+Isaac or the applicable division or line of business, and Fair Isaac has the right to (i) delegate the performance of
+the Agreement, in whole or in part, to Fair Isaac Affiliates in any jurisdiction worldwide; and (ii) disclose to those
+Fair Isaac Affiliates any data or other information received from, on behalf of, or through Client that Fair Isaac
+deems appropriate for the performance of the delegated activities, including but not limited to data and other
+information (including personally identifiable information) about Client's customers; but Fair Isaac must require
+the Fair Isaac Affiliate to adhere to all obligations imposed by the Agreement upon Fair Isaac with respect to that
+data and other information.
+9.12.	Force Majeure; Cooperation. Notwithstanding anything to the contrary in the Agreement, except for
+Client's obligations to pay amounts due under the Agreement, neither party will be deemed to be in default of
+any provision of the Agreement for any delay, error, failure, or interruption of performance due to any act of God,
+terrorism, war, insurrection, riot, boycott, strike, or other labor or civil disturbance, interruption of power service,
+interruption of communications services, problems with the Internet, epidemic, pandemic, act of any other
+person not under the control or direction of either party, or other similar cause; provided, however that the party
+subject to any of the foregoing force majeure events shall give the other party written notification of a resulting
+material or indefinite delay and will use reasonable efforts to perform its obligations under the Agreement as
+soon as practicable. In addition, Client acknowledges that Fair Isaac's performance under the Agreement is
+dependent on Client's Cooperation.
+9.13.	Client Data. Client is and shall remain the sole and exclusive owner of all worldwide right, title and interest
+in and to the Client Data. Fair Isaac will maintain and implement security procedures and controls with respect to
+Client Data in accordance with the applicable Purchasing Documentation and will provide reasonably appropriate
+technical and organizational safeguards against accidental or unlawful destruction, loss, alteration or
+unauthorized disclosure of or access to Client Data. Client hereby grants to Fair Isaac a worldwide right and license
+to use, reproduce, distribute, transmit and make derivatives of the Client Data as necessary for Fair Isaac to
+perform its obligations under the Agreement, and for research, product development and similar purposes. Client
+represents and warrants to Fair Isaac that Client: (i) has sufficient rights in all Client Data as necessary to and
+deliver it to Fair Isaac and permit its use as contemplated in the Agreement; (ii) has obtained from all individuals,
+persons and third parties any required consents and authorizations, and has provided all required notices with
+respect to the collection, retention, disclosure and use of the Client Data as contemplated for the purposes of the
+Agreement that are required under applicable foreign, federal and state laws and regulations, including but not
+limited to privacy rules and policies; and (iii) will only provide Client Data to Fair Isaac that (a) does not infringe or
+violate any Intellectual Property Rights, publicity, privacy, confidentiality, contractual or other rights, or any
+foreign, federal, state or local law or regulation, and (b) is not defamatory, offensive, misleading, false, harmful to
+minors, or obscene.
+9.14.	Government.
+(a)	Corrupt Practices. Client shall comply with the U.S. Foreign Corrupt Practices Act ("FCPA") and applicable
+anti-bribery and corruption laws of other counties. Client represents that, in connection with the Agreement,
+neither it nor anyone acting on its behalf has made or agreed to make any payment, gift, or other consideration,
+directly or indirectly, to or for the benefit of anyone: (i) who is a director, officer, employee, shareholder, or agent
+of Client or (ii) who is in any manner connected with, any government or governmental entity or (iii) who is an
+officer, agent, or employee of a political party or (iv) who is a candidate for political office; where such payment,
+gift, or other consideration would be illegal under the applicable laws of the United States or any other country.
+The foregoing is a continuing representation, and, in addition to any other remedies Fair Isaac has, any failure of
+this representation to be true at any time is grounds for immediate termination of the Agreement by Fair Isaac.
+(b)	Waiver of Sovereign Immunity. If Client is a sovereign state or a state agency, or otherwise capable of
+invoking a defense of sovereign immunity with regard to any dispute under the Agreement, then Client hereby
+irrevocably waives any claim to immunity with regard to any proceedings in connection with an arbitration or
+arbitral award pursuant to the Agreement, including, without limitation, immunity from service of process,
+immunity from pre-judgment or post-judgment attachment or similar remedy, immunity from the jurisdiction of
+any court, and immunity from execution of any of its property.
+9.15.	Third Party Products. This section only applies to those Third Party Products identified as third party
+products in the Purchasing Documentation. These Third Party Products are the property of their respective third
+party suppliers and licensors, and such third parties reserve all rights to their respective Third Party Products,
+including all Intellectual Property Rights therein. Unless different flow down terms have been made available to
+Client, the license restrictions and other terms of the Agreement protective of the Fair Isaac Product that was
+provided with such Third Party Product shall also apply to the Third Party Product. Any license to the Third Party
+Product shall automatically terminate upon the earlier to occur of: (i) termination or expiration of the license
+grant to the Third Party Product and/or related Fair Isaac Product; (ii) unavailability of the Third Party Product by
+or termination of Fair Isaac's relationship with the supplier or licensor of such Third Party Product; or (iii) Client's
+failure to pay fees or comply with any license term, condition or restriction related to the Third Party Product.
+Client shall not make or attempt any direct access or independent use of the Third Party Product apart from the
+related Fair Isaac Product. Fair Isaac is not responsible for the products, services or content of these Third Party
+Products or for the acts or omissions of their suppliers or licensors. Fair Isaac reserves the right to replace any of
+these Third Party Products with a comparable alternative.
+9.16.	Construction; Severability. The Agreement is not to be more strongly construed against either party,
+regardless of who is more responsible for its preparation, and nothing in the Agreement is to be deemed to create
+any right or benefit in any person not a party to the Agreement. Client shall cause authorized and permitted
+Affiliates to comply with all terms and conditions of the Agreement. If any provision of the Agreement is held to
+be unenforceable, unlawful, or invalid in any respect, then that provision will be deemed ineffective only to the
+extent of the illegality or invalidity, without invalidating the remainder of that provision or any of the remaining
+provisions of the Agreement. The Article and Section headings in the Agreement are for reference only, and do
+not form part of the Agreement.
+9.17.	Entire Agreement; Order of Precedence. The Agreement represents the complete agreement of the
+parties with respect to its subject matter and supersedes, with respect to such subject matter, all prior or
+contemporaneous agreements, proposals, understandings, representations, conditions, and communications (oral
+or written), as well as the terms of all existing and future purchase orders and acknowledgments. The terms of a
+Policy are subject to change by Fair Isaac in accordance with its terms regarding changes as set forth therein. Any
+other terms, conditions, supplements, modifications or amendments to the Agreement will not be binding upon
+either party unless expressly set forth in a writing signed by authorized representatives of Client and Fair Isaac. In
+the case of any conflict between the provisions of this SWLA and a Purchasing Documentation, with respect to the
+subject matter of the given Purchasing Documentation, the provisions of the Purchasing Documentation will
+control.
+9.18.	Language of the Contract and Notices. The Agreement shall be governed by the English language. Any
+version of this Agreement in any other language is solely for the convenience of the parties and will have no
+binding force or effect. Any notices given pursuant to this Agreement must be in English. In case of a dispute
+concerning the intent, obligations, or performance of the parties under this Agreement, this English language text
+alone must be used to resolve the dispute, and any proceedings or communications relating to such dispute must
+be in English.
+
+FICO(R) Xpress Optimization Suite
+Shrinkwrap License Agreement FICO(R) Xpress Optimization Suite (On-Premises)
+Version August 15, 2025
+(c) 1983-2026 Fair Isaac Corporation. All rights reserved. Confidential and proprietary.
+
+
+FAIR ISAAC CONFIDENTIAL
+REV Form 081525
+1

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