License Version 1.0

Licence Agreement for Simudyne SDK

1. SCOPE

1.1.   Agreement. This terms of service and licence agreement for Simudyne ("Agreement") sets out the terms governing your use of the Software and Services. By accessing the Software, you agree to the terms of this Agreement. The Agreement is a legally binding contract between you, either individually or if applicable on behalf of your corporate entity/employer ("you" or "Developer") and Simudyne Limited (incorporated in England) with company number 06291551 whose registered office is at 125 Wood Street, London, United Kingdom, EC2V 7AW, UK ("us", "we" or "Simudyne").

1.2.   Purpose. The purpose of this Agreement is for you to develop and test your own software products using the Software and Services, in accordance with Simudyne's rules, guidelines, policies and requirements and together with any other purposes or uses which the parties may agree in writing.

1.3.   Right to Modify Terms. We have the right to modify the terms of this Agreement (in whole or in part) from time to time without liability to you. Where we modify the terms of this Agreement, we will notify you of the update on the Website. Your continued use of the Software and Services following such notification shall be deemed to be your acceptance of such revised Agreement terms.

2. DEFINITIONS

In this Agreement, the defined terms will be as follows unless otherwise defined below:

"Acceptable Use Policy" means the document set out below (as may be amended by us from time to time).

"Developer" means a person using the Software and Services.

"Developer Original Content" means any and all code, content, products and services with all Intellectual Property Rights in the same created by you using the Simudyne Property (i.e., you will be the owner of your own original code, ideas, concepts and/or designs for software created using Simudyne Property).

"Developer Property" means the Developer Original Content and all pre-existing materials and assets created by or on behalf of you.

"Intellectual Property Rights" or "IPRs" means any and all copyright, trademarks, service marks, trade dress, brand names, logos, goodwill, get up, trade, business or domain names, design rights, database rights, patents, rights in inventions, know-how, trade secrets and confidential information, rights in databases, rights in computer software, moral rights, publicity rights, performance rights, synchronisation rights, mechanical rights, publishing, rental, lending and transmission rights and other intellectual property and exploitation rights of a similar or corresponding character which may now or in the future subsist in any part of the world, in all cases whether or not registered or registrable including all granted applications and all applications for registration, division, continuation, reissuance, renewals, extensions, restorations and reversions regarding any of the same.

"Simudyne SDK" means Simudyne's software libraries for the building of agent-based models and system dynamics models and associated functionality, including any and all patches, updates, fixes, new or alternate versions and all assets, files, manuals, information and other materials provided in connection with it.

"Simudyne Property" means the Software Development Kit (SDK) and Services, the Website and all related documentation, assets and materials with all Intellectual Property Rights in them including any improvements, updates, subsequent versions, modifications, amendments and alterations to any of the aforesaid made: (i) by or on behalf of Simudyne; or (ii) made by the Developer.

"Software and Services" means Simudyne's Software Development Kit (SDK) and all other products, agent-based models, system dynamics models and services provided by Simudyne to you under this Agreement.

"Servers" means the servers operated by or on behalf of Simudyne to which you may upload content using the Software and Services under this Agreement.

"Third Party Content" means any third-party content, models, code, assets, data, materials, or information.

"Website" means www.simudyne.com, docs.simudyne.com, demos.simudyne.com and any other website owned or operated by Simudyne (as updated and/or replaced by Simudyne from time to time).

3. THE SOFTWARE AND SERVICES

3.1.   Access. To access the Software and Services each Developer needs to purchase an SDK license except for the Trial License which is available on demand from the Website which may only be used for evaluation purposes. The license key is only issued upon payment. The license key may only be used by one Developer at a time. The license key is valid for 12 months. Additional developers can be added at any time at the request and payment of an additional annual subscription license by Developer and the granting of the license by Simudyne. You confirm that the email address and information you use for registration of Developers with us is and shall remain true and accurate and complete at all times. We reserve the right to suspend or terminate your account if we reasonably believe that the information you provide to us is not accurate or is not your own. You agree to keep your log-in details confidential and not to share them with anyone else. You accept full responsibility if you fail to do this, and your account is accessed by a third party.

3.2.   Development status. The Software and Services are still in development. Therefore, there may be missing or incomplete features, bugs or errors which may be subject to further testing, development, patches and/or updates in Simudyne's sole discretion. Simudyne does not make any promises, warranties or representations of any kind about (or accept any liability for) the Software and Services, what they do, how they do it, or about future content. The Software and Services are provided by Simudyne as is and without warranty or representation, express, implied or statutory, including without limitation warranty as to satisfactory purpose, merchantability, fitness for any particular purpose or availability for use; nor are there any warranties created by course of dealing or course, performance or trade usage. All implied and/or statutory representations, conditions or warranties are excluded to the extent permissible by law.

3.3.   Availability/Downtime. There may also be times when the Software and Services (or any part of them) are not available for technical or maintenance related reasons, whether on a scheduled or unscheduled basis. Where possible we will try to give notice in advance of any planned downtime via the Website.

3.4.   Support. We may, but are not obliged to, provide maintenance and support for the Software and Services. Should you require support in using the Software and Services we recommend that you use support@simudyne.com.

3.5.   Error Reporting. If you need to report any error or defect in the Software and Services or any of the Simudyne Property, please contact us at support@simudyne.com.

3.6. Our Software and Services may include information and materials uploaded by other users of the Software and the Services. This information and these materials have not been verified or approved by us. The views expressed by other users on our site do not represent our views or values.

3.7. No Refunds. All sales are final, and Simudyne does not offer any money-back guarantees. You recognize and agree that you shall not be entitled to a refund for any purchase of the Software and Services under any circumstances.

4. LICENCES

4.1.   Use of the Software and Services. During the term of this Agreement you will have access to the Software and Services, subject to any requirements from Simudyne, including with regards to Software functionality, any notified commercial/pricing requirements and available Server deployment size as further detailed via the Website. In order to provide you with the Software and Services, you grant us access to the Developer Original Content for this purpose.

4.2.   Licence to you. Subject to your compliance with the terms of this Agreement, Simudyne grants each Developer a personal, revocable, non-transferable, non-sublicensable and non-exclusive licence to use the Software and Services during the term of this Agreement solely and exclusively for the Purpose. You and your officers, employees, agents and other personnel will not at any time directly or indirectly use the Software and Services, or do or omit to do anything regarding the Software and Services, which breaches the Restrictions set out in clause 10 below, this Agreement or any other terms set out by Simudyne in writing from time to time.

4.3. Licence to us. You grant Simudyne a perpetual, irrevocable, royalty-free, worldwide licence to: (i) access, collect, store, process, transmit, copy and use any data and information collected by Simudyne or provided by you in connection with your use of the Software and Services in order to provide, develop, optimise and improve the Software and Services and any other products or services offered by Simudyne; and (ii) to use the Developer brands and the brands of any applications developed by the Developer using the Software and Services for the purpose of promoting the Developer Original Content, the Software and Services, and Simudyne.

4.4.   Exclusivity of Developer Original Content. If you would like to commercially use and/or otherwise exploit the Developer Original Content, you may only do so: (i) with our prior written consent; and (ii) using the Software and Services. Unless otherwise agreed between the parties in writing, you will only release Developer Original Content to Developer customers in collaboration with Simudyne.

4.5.   Security. You will at all times ensure that the Software and Services and any confidential information disclosed by Simudyne to you are kept secure and that you will use all reasonable security practices and systems applicable to prevent and take prompt and proper remedial action against unauthorised access, copying, modification, storage, reproduction, display or distribution of the same.

5. REGULATION

Regarding your products and services made available via the Software and Services, you are solely and exclusively responsible for: (i) all legal and regulatory compliance; and (ii) any end user(s) and/or client matters, and you acknowledge that Simudyne has no responsibilities, obligations, or liabilities whatsoever regarding the same. This includes (but is not limited to) applicable client protection, data protection and other regulatory matters. In relation to data protection matters, you will be the data controller and Simudyne will be the data processor. You will be responsible for the use of and entry into any applicable end user licence, privacy policy, acceptable use policy and other applicable documentation ("Terms of Service") between you and end users and/or clients. If you commercially use the Developer Original Content, you will ensure that the provisions of any such Terms of Service will be at a minimum of a standard equivalent to Simudyne's equivalent Terms of Service.

6. TERM

The Agreement will run from the date Simudyne grants you access to the Software and Services under this Agreement and will continue until terminated in accordance with the terms of this Agreement.

7. SUSPENSION / TERMINATION

7.1.   By Simudyne. Unless the parties have agreed otherwise in writing, the Agreement may be terminated on thirty (30) days written notice by Simudyne at any time.

7.2.   For Inactivity. Simudyne also retains the right to terminate any deployments in our discretion where a deployment has been inactive (in our discretion) or your use of such deployment(s) may affect our ability to provide the Software and Services to yourself or our other customers.

7.3.   By You. You may terminate this Agreement at any time by permanently ceasing all use of the Software and Services and/or by notifying us by email at support@simudyne.com.

7.4. No Refunds. In the event that this Agreement expires or is terminated, no portion of any payments of any kind whatsoever previously provided hereunder shall be owed or be repayable or refunded to Developer.

8. CONSEQUENCES OF TERMINATION

All rights and obligations of the parties will cease to have effect immediately upon termination or expiry of this Agreement for any reason except for: (i) any and all accrued rights and obligations of the parties at the termination date; and (ii) those rights and obligations of the parties necessary for the interpretation and enforcement of it.

9. INTELLECTUAL PROPERTY RIGHTS

9.1.   Simudyne IPRs. As between the parties, Simudyne is the sole and exclusive owner of the Simudyne Property. Notwithstanding the restrictions set out in clause 10 (Restrictions) below, to the extent you make any modifications to, or any derivative works from, any of the Simudyne Property, you hereby assign to us all right, title and interest in and to all such modifications and derivative works and you agree that you will do all such things and take all such actions as we reasonably require in order to transfer such modifications and derivative works, and the Intellectual Property Rights in them, to us.

9.2.   Developer IPRs. You will be the sole and exclusive owner of the Developer Property.

9.3.   Third Party Content. To the extent that you include any Third Party Content in any of your Developer Property, you, and not us, shall be responsible for obtaining all necessary licences, consents, permissions and approvals required for your use of such content.

9.4.   DMCA. In accordance with the Digital Millennium Copyright Act of 1998, the text of which may be found on the U.S. Copyright Office website at [http://www.copyright.gov/legislation/dmca.pdf]{.underline}, Simudyne will respond expeditiously to claims of copyright infringement committed using the Software and Services if such claims are reported to Simudyne's attention. Upon receipt of a copyright infringement notice, Simudyne will take whatever action, in its sole discretion, it deems appropriate, including removal of the challenged content, from the Software and Services and Servers.

9.5.   Feedback. This clause applies in respect of the Simudyne Property only; nothing in this clause is intended to give us any rights (including any Intellectual Property Rights) in any of your Developer Property. We shall own all rights (including all Intellectual Property Rights) in all oral and written feedback that you provide to us in connection with your use of the Simudyne Property. If requested by us and at our expense, you agree to execute all documents and provide us with all assistance that we may reasonably require from you in order to: (i) vest such rights in us; and/or (ii) register such rights in our name or the name of one of our affiliates; and/or (iii) assist us against any allegation of infringement by a third party. If you don't wish to transfer ownership of your feedback to us, then please do not provide your feedback to us.

9.6.   Independent Development. Nothing in this Agreement will impair our, or our group companies' or affiliates' or partners' right to develop, acquire, licence, market, promote or distribute applications, products or technologies that perform the same or similar functions as, or otherwise compete with, any applications, products or technologies you may create, whether using our Software and Services or not.

10. RESTRICTIONS

In order to use the Software and Services, you must (unless Simudyne agrees otherwise in writing): (i) not copy the Software and Services (no back-up, archival or storage copies are permitted); (ii) not upload the Software and Services to the internet, servers or to any cloud based system permitted other than as authorised by Simudyne; (iii) not modify, merge, distribute, translate, reverse engineer, decompile, disassemble, create derivative works of, hack or interfere with the Software and Services or any part of it; (iv) only use SDKs provided by or authorised by Simudyne with the Software and Services; and (v) not use the Software and Services, or upload content to the Servers, in any way which breaches the Acceptable Use Policy; and (vi) not use our Software and Services to make or operate a competing simulation platform.

11. CONFIDENTIALITY

Neither party will disclose confidential information to any third party and will only release the confidential information to those of its (or its group companies', in the case of Simudyne) directors, officers or employees who need to know it strictly for the purpose of exercising or performing that party's rights and obligations under this Agreement. Each receiving party will treat confidential information with the same degree of care and apply no lesser security measures than it affords to its own confidential information. The receiving party warrants that these measures provide adequate protection against unauthorised disclosure, copying or use. The receiving party will make no commercial use of the confidential information, except for the Purpose. Confidential information may be disclosed if and to the extent: (i) it is required by law, court order or other authority of competent jurisdiction or any regulatory or government authority to which the receiving party is subject, but in each case only to the extent required and for the purpose of such disclosure and provided that the disclosing party is promptly informed of the disclosure; (ii) the receiving party reasonably considers it necessary to disclose the information to its professional advisers, auditors or bankers provided that it does so on terms protecting the information; (iii) the information entered the public domain through no fault of the receiving party; (iv) the information was previously disclosed to the receiving party without any obligation of non-disclosure; or (v) the disclosing party has given its consent in writing.

12. LEGAL

12.1.   Prior agreements. This Agreement will replace any previous version of this terms of service and licence agreement but will be subject to the terms of any other written commercial agreement between the parties.

12.2.   Liability. The maximum and total aggregate liability of Simudyne and its affiliates, officers, directors, employees and agents in connection with this Agreement (including but not limited to the Software and Services) will be an amount equal to the greater of: (i) $100 and (ii) any and all payments from you actually received by Simudyne under this Agreement. Simudyne will not be liable to you whether in connection with this Agreement or any collateral contract, whether caused by Simudyne or another third party, for any damage to property, loss of earnings, profits, charges or expenses, loss or theft of information, loss of data, loss of business, opportunity, reputational loss or harm, or any special, indirect or consequential or punitive loss or damage or disruption of any kind, in any case, whether based on breach of contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise whether or not the relevant party has been advised of the possibility of such damage. Nothing in this Agreement purports to limit or exclude any party's liability for fraud, fraudulent misrepresentation or wilful misconduct or exclude or limit liability for death or personal injury caused by that party's negligence or to the extent otherwise not permitted by law.

12.3.   Breach of this Agreement by you. If you breach the terms of this Agreement and that breach causes us harm or financial loss then you agree to compensate us for all losses, harm, claims and expenses that we incur in relation to your breach. Without limitation, some examples of breaches that could cause us harm or financial loss are: (i) any unauthorised use by you of Simudyne Property, our confidential information or of Third Party Content; (ii) any actual or alleged claim by a third party of Intellectual Property Rights infringement or unauthorised confidential information usage in connection with the Software and Services or Third Party Content; and/or (iii) any breach by you of the Terms of Service. Simudyne shall have no liability to you to the extent that any claim is based upon (i) modifications to the Software and Services made by anyone other than Simudyne; (ii) combination of the Software and Services with software not provided by Simudyne; (iii) your failure to use modifications to the Software and Services provided by Simudyne to avoid infringement or misappropriation; (iv) use of the Software and Services by you which breaches Simudyne's terms and conditions; and (v) matters outside Simudyne's reasonable control.

12.4.   Third party services. Where you use any third-party services in connection with the Software and the Services, you will be responsible for ensuring you obtain your own copy of the third party service licence terms and comply with any such terms.

13. GENERAL

13.1.   No partnership or agency. This Agreement does not create any exclusive relationship between the parties nor any partnership, joint venture, employment, or agency between them.

13.2.   No waiver. No failure or delay by a party to exercise any right under this Agreement or at law will be a waiver of that right.

13.3.   Variation. Any variation of this Agreement must be in writing and signed by the parties.

13.4.   Consent to assignment. No assignment, sub-contracting or transfer of this Agreement by either party is possible without the other party's prior written consent.

13.5.   Third parties. Only a party to this Agreement can enforce it (whether under the UK's Contracts (Rights of Third Parties) Act 1999 or otherwise).

13.6.   Severability. If any part of this Agreement is found to be invalid or unenforceable, that will not affect the rest of the Agreement.

13.7.   Entire agreement. This Agreement constitutes the whole agreement between the parties and unless otherwise stated herein supersedes all previous agreements between them regarding its subject matter. Each party acknowledges that, in entering into this Agreement, it has not relied on, and will have no right or remedy in respect of, any statement, representation, assurance or warranty other than as expressly set out in this Agreement.

13.8.   Costs. Each party is responsible for its own costs regarding this Agreement.

13.9.   Further assurance. Each party will procure and will use all reasonable endeavours to procure that any necessary third party will, promptly execute and deliver such documents and perform such acts as may reasonably be required to give full effect to this Agreement.

13.10.   Governing law and jurisdiction. This Agreement and any dispute or claim in connection with it will be governed by the law of England under the exclusive jurisdiction of the courts of England.

14. CONTACT

If you wish to contact us in relation to this agreement, please email support@simudyne.com.

15. DATA

We process any personal data you provide to us in accordance with our privacy policy (as updated from time-to-time) the latest version of which you can access here: https://www.simudyne.com/privacy-policy/

SIMUDYNE ACCEPTABLE USE POLICY

You agree not to, and not to allow third parties (including their end users) to, use the Software and Services to:

• probe, scan or test the vulnerability of any system or network;

• breach or otherwise circumvent any security or authentication measures;

• access, tamper with or use non-public areas or parts of the Software and Services, or shared areas of the Software and Services to which you do not have access rights;

• generate, distribute, publish or facilitate unsolicited mass email, promotions, advertisings or other solicitations ("spam") or false source-identifying information ("spoofing" or "fishing");

• copy, sublicence, resell or distribute the Software and Services;

• inundate a target with communications requests so the target either cannot respond to legitimate traffic or responds so slowly that it becomes ineffective ("DDoS") or any other similar activities including mail bombing, news bombing, broadcast attacks, or flooding techniques;

• modify, merge, distribute, translate, reverse engineer, decompile, disassemble, create derivative works of, hack or interfere with the Software and Services or any part of them;

• use the Software and Services, or upload content to the Simudyne Servers in any way which: (i) is illegal or infringes third party Intellectual Property Rights; (ii) is related to gambling and/or adult content; (iii) is defamatory, racist, discriminatory, offensive or inappropriate; or (iv) that may be harmful to Simudyne, its operations and/or reputation;

• intercept, mine or otherwise collect data or information from the Software and Services or other Simudyne systems using unauthorised third-party software or otherwise;

• post or upload any files that contain any malicious code, including viruses, spyware, Trojan horses, worms, time bombs or intentionally corrupted data;

• access the Software and Services in any manner that is intended to avoid incurring fees due under this or any other agreement;

• attempt to access, copy, steal, modify or otherwise interact with Third Party Content stored or located on the Simudyne Servers; and/or

• upload to the Simudyne Servers anything which causes damage to or affects the operation of the Software and Services or any Third Party Content.