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| 1 | +Precise Simulation Limited Software License Agreement |
| 2 | + |
| 3 | +CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS ("TERMS") BEFORE |
| 4 | +INSTALLING OR USING THE PROGRAMS OR DOCUMENTATION. INSTALLING OR USING |
| 5 | +THE PROGRAMS MEANS YOU HAVE ACCEPTED AND AGREE TO BE BOUND BY THE |
| 6 | +TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT ACCEPT THEM, |
| 7 | +UNINSTALL, REMOVE AND COMPLETELY DELETE THE PROGRAMS AND |
| 8 | +DOCUMENTATION. |
| 9 | + |
| 10 | +1. Preamble: This Agreement governs the relationship between the |
| 11 | +Licensee ("you", "your") and Licensor Precise Simulation Limited |
| 12 | +("we", "us", "ours"), a duly registered company whose registered place |
| 13 | +of business is Suite 1703, 17/F, Tai Tung Building, 8 Fleming Road, Wan |
| 14 | +Chai, Hong Kong. This Agreement sets the terms, rights, restrictions |
| 15 | +and obligations on using FEATool ("Software", "Program(s)") and |
| 16 | +documentation ("Documentation") created and owned by Licensor, as |
| 17 | +detailed herein. |
| 18 | + |
| 19 | +2. License Grant: Licensor hereby grants Licensee a Non-assignable & |
| 20 | +Non-transferable, Non-exclusive license to run and use the Program, |
| 21 | +without the rights to create derivative works, all with accordance |
| 22 | +with the terms set forth and other legal restrictions set forth in 3rd |
| 23 | +party software used while running Software. |
| 24 | + |
| 25 | +2.1 Programs: You may license a specified single installation license |
| 26 | +("SUL"), multi-user/floating network license ("MUL"), or ("CKL") class |
| 27 | +kit license under this Agreement, and your license rights are for the |
| 28 | +number of installations and users set forth on the purchase order, |
| 29 | +agreement, or issued invoice. A free limited and restricted license |
| 30 | +("FREE/TRIAL") is granted for personal, non-commercial use for |
| 31 | +evaluation purposes. |
| 32 | + |
| 33 | +a. the FREE/TRIAL license option is restricted to personal, trial, and |
| 34 | +non-commercial use allowing for a single installation and concurrent |
| 35 | +use of the Program. You may NOT use the Program with a FREE/TRIAL |
| 36 | +license for any commercial, or production use, i.e., you may only use |
| 37 | +the Program for experimental, personal, and trial use (to test the |
| 38 | +Program). Specifically, the restrictions of the FREE/TRIAL license |
| 39 | +Program and Software may not be circumvented in any way without |
| 40 | +Payment for an upgraded license. |
| 41 | + |
| 42 | +b. the specified single installation license SUL must be installed on |
| 43 | +a specified computer system and its use is limited to a single |
| 44 | +concurrent instance. To change system a system transfer fee may be |
| 45 | +required. |
| 46 | + |
| 47 | +c. the multi-use license option MUL may be installed on a single |
| 48 | +networked system or server, or several systems and run concurrently |
| 49 | +the number of instances specified in the purchase order, agreement, or |
| 50 | +issued invoice. |
| 51 | + |
| 52 | +d. academic granting institutions with the class kit license CKL |
| 53 | +option may install and use the Software in a computer lab/systems |
| 54 | +belonging to the institute/institution and run concurrently the number |
| 55 | +of instances specified in the purchase order, agreement, or issued |
| 56 | +invoice. |
| 57 | + |
| 58 | +e. regardless of which license you have, you shall use the Programs |
| 59 | +only for your internal operations. For the purposes of this Agreement, |
| 60 | +"internal operations" means use of the Programs by your employees or |
| 61 | +those of your subsidiaries or parent company and for the performance |
| 62 | +of consulting or research for third parties who engage you as an |
| 63 | +employee or independent contractor. You also shall not disclose any |
| 64 | +characteristics or technical capabilities of the Programs to any third |
| 65 | +party without our prior written authorization. |
| 66 | + |
| 67 | +2.2 Delivery: We may deliver the Programs and Documentation to you in |
| 68 | +archival form over the Internet with a passcode or license key which |
| 69 | +specifies the licensed Programs. You shall be responsible for all use |
| 70 | +of your passcode, authorized or not, and you shall not disclose the |
| 71 | +archive passcode or allow it to be used except for installation of the |
| 72 | +Programs. |
| 73 | + |
| 74 | +2.3 Ownership: All right, title and interest in and to the licensed |
| 75 | +Program(s), including without limitation, trade secrets and |
| 76 | +copyrights, are, and shall at all times remain, the exclusive property |
| 77 | +of us and you shall have no right, therein, except the expressly |
| 78 | +limited license rights granted herein. |
| 79 | + |
| 80 | +2.4. Non Assignable & Non-Transferable: Licensee may not assign or |
| 81 | +transfer his rights and duties under this license. |
| 82 | + |
| 83 | +2.5. The Software and Documentation are for your personal use and/or |
| 84 | +internal business operations and are not for resale or other transfer |
| 85 | +or disposition to any other person or entity. In addition, you |
| 86 | +specifically agree not to: |
| 87 | + |
| 88 | +a. reverse engineer, decompile, disassemble, translate, modify, alter |
| 89 | +or otherwise change the Licensor's Software or any part thereof; |
| 90 | + |
| 91 | +b. attempt to derive the source code, design or structure of the |
| 92 | +Licensor's Software; |
| 93 | + |
| 94 | +c. sell, rent, lease, distribute, assign, sub-license, convey, |
| 95 | +transfer, pledge as security or otherwise encumber or transfer |
| 96 | +(including by loan or gift) the rights and licenses granted hereunder; |
| 97 | + |
| 98 | +d. copy, distribute (fork), or reproduce any part of the Software or |
| 99 | +Documentation other than as allowed under this Agreement; |
| 100 | + |
| 101 | +e. use the Software or Documentation in any manner that violates any |
| 102 | +statute, law, rule, regulation, directive, guideline, bylaw whether |
| 103 | +presently in force or may be implemented by state or local |
| 104 | +authorities. |
| 105 | + |
| 106 | +3. Term & Termination: The Term of this license shall be until |
| 107 | +terminated, or until specified by issued purchase order, agreement, or |
| 108 | +issued invoice. Licensor may terminate this Agreement, including |
| 109 | +Licensee's license in the case where Licensee: |
| 110 | + |
| 111 | +a. became insolvent or otherwise entered into any liquidation process; or |
| 112 | + |
| 113 | +b. Licensee was in breach of any of this license's terms and |
| 114 | +conditions and such breach was not cured, immediately upon |
| 115 | +notification; or |
| 116 | + |
| 117 | +c. Licensee otherwise entered into any arrangement which caused |
| 118 | +Licensor to be unable to enforce his rights under this License. |
| 119 | + |
| 120 | +4. Payment: In consideration of the License granted under clause 2, |
| 121 | +Licensee shall pay Licensor a fee which Licensor may deem |
| 122 | +adequate. Failure to perform payment shall construe as material breach |
| 123 | +of this Agreement. You shall be liable for any taxes (except those on |
| 124 | +our net income) due in connection with this Agreement. |
| 125 | + |
| 126 | +4.1 No purchase order or any other standardized business form issued |
| 127 | +by you, and even if such purchase order or other standardized business |
| 128 | +form provides that it takes precedence over any other agreement |
| 129 | +between the parties, shall be effective to contradict, modify, add to |
| 130 | +or delete from the terms of this Agreement in any manner |
| 131 | +whatsoever. Any acknowledgment, in any form, of any such purchase |
| 132 | +order or standardized business form is not recognized as a subsequent |
| 133 | +writing and will not act as acceptance of such terms. |
| 134 | + |
| 135 | +5. Upgrades, Updates and Fixes: Licensor may provide Licensee, from |
| 136 | +time to time, with Upgrades, Updates or Fixes, as detailed herein and |
| 137 | +according to his sole discretion. Licensee hereby warrants to keep The |
| 138 | +Software up-to-date and install all relevant updates and fixes, and |
| 139 | +may, at his sole discretion, purchase upgrades, according to the rates |
| 140 | +set by Licensor. Licensor shall provide any update or Fix free of |
| 141 | +charge; however, nothing in this Agreement shall require Licensor to |
| 142 | +provide Updates or Fixes. |
| 143 | + |
| 144 | +6. Support: The Software is provided under an AS-IS basis and without |
| 145 | +any support, updates or maintenance. Nothing in this Agreement shall |
| 146 | +require Licensor to provide Licensee with support or fixes to any bug, |
| 147 | +failure, mis-performance or other defect in The Software. |
| 148 | + |
| 149 | +7. Liability: To the extent permitted under Law, The Software is |
| 150 | +provided under an AS-IS basis. Licensor shall never, and without any |
| 151 | +limit, be liable for any damage, cost, expense or any other payment |
| 152 | +incurred by Licensee as a result of Software's actions, failure, bugs |
| 153 | +and/or any other interaction between The Software and Licensee's |
| 154 | +end-equipment, computers, other software or any 3rd party, |
| 155 | +end-equipment, computer or services. Moreover, Licensor shall never |
| 156 | +be liable for any defect in source code written by Licensee when |
| 157 | +relying on The Software or using The Software's source code. |
| 158 | + |
| 159 | +8. Warranty: The Software is provided without any warranty; Licensor |
| 160 | +hereby disclaims any warranty that The Software shall be error free, |
| 161 | +without defects or code which may cause damage to Licensee's computers |
| 162 | +or to Licensee, and that Software shall be functional. Licensee shall |
| 163 | +be solely liable to any damage, defect or loss incurred as a result of |
| 164 | +operating software and undertake the risks contained in running The |
| 165 | +Software on License's Computer System(s) and Server(s). |
| 166 | + |
| 167 | +8.1 Prior Inspection: Licensee hereby states that he inspected The |
| 168 | +Software thoroughly and found it satisfactory and adequate to his |
| 169 | +needs, that it does not interfere with his regular operation and that |
| 170 | +it does meet the standards and scope of his computer systems and |
| 171 | +architecture. Licensee found that The Software interacts with his |
| 172 | +development, website and server environment and that it does not |
| 173 | +infringe any of End User License Agreement of any software Licensee |
| 174 | +may use in performing his services. Licensee hereby waives any claims |
| 175 | +regarding The Software's incompatibility, performance, results and |
| 176 | +features, and warrants that he inspected the The Software. |
| 177 | + |
| 178 | +9. No Refunds: Licensee warrants that he inspected The Software |
| 179 | +according to clause 8.1 and that it is adequate to his |
| 180 | +needs. Accordingly in the case of NON-FREE licenses, as The Software |
| 181 | +is intangible goods, Licensee shall not be, ever, entitled to any |
| 182 | +refund, rebate, compensation or restitution for any reason whatsoever, |
| 183 | +even if The Software contains material flaws. |
| 184 | + |
| 185 | +10. Technical Information. You agree that We may collect or process |
| 186 | +technical and related information arising from Your use of the |
| 187 | +Software which may include but may not be limited to internet protocol |
| 188 | +address, hardware identification, operating system, application |
| 189 | +software, peripheral hardware, debugging information, and |
| 190 | +non-personally identifiable software usage statistics to facilitate |
| 191 | +the provisioning of Updates, Support, invoicing or online services, |
| 192 | +identify trends and bugs, collect activation information, usage |
| 193 | +statistics and track other data related to Your use of the Software. |
| 194 | + |
| 195 | +11. Indemnification: Licensee hereby warrants to hold Licensor |
| 196 | +harmless and indemnify Licensor for any lawsuit brought against it in |
| 197 | +regards to Licensee's use of The Software in means that violate, |
| 198 | +breach or otherwise circumvent this license, Licensor's intellectual |
| 199 | +property rights or Licensor's title in The Software. Licensor shall |
| 200 | +promptly notify Licensee in case of such legal action and request |
| 201 | +Licensee's consent prior to any settlement in relation to such lawsuit |
| 202 | +or claim. |
| 203 | + |
| 204 | +12. Governing Law, Jurisdiction: Licensee hereby agrees not to |
| 205 | +initiate class-action lawsuits against Licensor in relation to this |
| 206 | +license and to compensate Licensor for any legal fees, cost or |
| 207 | +attorney fees should any claim brought by Licensee against Licensor be |
| 208 | +denied, in part or in full. |
| 209 | + |
| 210 | +13. Revised Terms of Use: We may revise the terms of use of the |
| 211 | +Programs from time to time. Revisions are effective upon receipt of |
| 212 | +notice from us. |
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