License Version 1.0
\n1. SCOPE
\n1.1. Agreement. This terms of service and licence agreement for\nSimudyne (\"Agreement\") sets out the terms governing your use of the\nSoftware and Services. By accessing the Software, you agree to the terms\nof this Agreement. The Agreement is a legally binding contract between\nyou, either individually or if applicable on behalf of your corporate\nentity/employer (\"you\" or \"Developer\") and Simudyne Limited\n(incorporated in England) with company number 06291551 whose registered\noffice is at 125 Wood Street, London, United Kingdom, EC2V 7AW, UK\n(\"us\", \"we\" or \"Simudyne\").
\n1.2. Purpose. The purpose of this Agreement is for you to develop and\ntest your own software products using the Software and Services, in\naccordance with Simudyne's rules, guidelines, policies and requirements\nand together with any other purposes or uses which the parties may agree\nin writing.
\n1.3. Right to Modify Terms. We have the right to modify the terms of\nthis Agreement (in whole or in part) from time to time without liability\nto you. Where we modify the terms of this Agreement, we will notify you\nof the update on the Website. Your continued use of the Software and\nServices following such notification shall be deemed to be your\nacceptance of such revised Agreement terms.
\n2. DEFINITIONS
\nIn this Agreement, the defined terms will be as follows unless otherwise\ndefined below:
\n\"Acceptable Use Policy\" means the document set out below (as may be\namended by us from time to time).
\n\"Developer\" means a person using the Software and Services.
\n\"Developer Original Content\" means any and all code, content, products\nand services with all Intellectual Property Rights in the same created\nby you using the Simudyne Property (i.e., you will be the owner of your\nown original code, ideas, concepts and/or designs for software created\nusing Simudyne Property).
\n\"Developer Property\" means the Developer Original Content and all\npre-existing materials and assets created by or on behalf of you.
\n\"Intellectual Property Rights\" or \"IPRs\" means any and all copyright,\ntrademarks, service marks, trade dress, brand names, logos, goodwill,\nget up, trade, business or domain names, design rights, database rights,\npatents, rights in inventions, know-how, trade secrets and confidential\ninformation, rights in databases, rights in computer software, moral\nrights, publicity rights, performance rights, synchronisation rights,\nmechanical rights, publishing, rental, lending and transmission rights\nand other intellectual property and exploitation rights of a similar or\ncorresponding character which may now or in the future subsist in any\npart of the world, in all cases whether or not registered or registrable\nincluding all granted applications and all applications for\nregistration, division, continuation, reissuance, renewals, extensions,\nrestorations and reversions regarding any of the same.
\n\"Simudyne SDK\" means Simudyne's software libraries for the building of\nagent-based models and system dynamics models and associated\nfunctionality, including any and all patches, updates, fixes, new or\nalternate versions and all assets, files, manuals, information and other\nmaterials provided in connection with it.
\n\"Simudyne Property\" means the Software Development Kit (SDK) and\nServices, the Website and all related documentation, assets and\nmaterials with all Intellectual Property Rights in them including any\nimprovements, updates, subsequent versions, modifications, amendments\nand alterations to any of the aforesaid made: (i) by or on behalf of\nSimudyne; or (ii) made by the Developer.
\n\"Software and Services\" means Simudyne's Software Development Kit (SDK)\nand all other products, agent-based models, system dynamics models and\nservices provided by Simudyne to you under this Agreement.
\n\"Servers\" means the servers operated by or on behalf of Simudyne to\nwhich you may upload content using the Software and Services under this\nAgreement.
\n\"Third Party Content\" means any third-party content, models, code,\nassets, data, materials, or information.
\n\"Website\" means www.simudyne.com, docs.simudyne.com, demos.simudyne.com\nand any other website owned or operated by Simudyne (as updated and/or\nreplaced by Simudyne from time to time).
\n3. THE SOFTWARE AND SERVICES
\n3.1. Access. To access the Software and Services each Developer needs\nto purchase an SDK license except for the Trial License which is\navailable on demand from the Website which may only be used for\nevaluation purposes. The license key is only issued upon payment. The\nlicense key may only be used by one Developer at a time. The license key\nis valid for 12 months. Additional developers can be added at any time\nat the request and payment of an additional annual subscription license\nby Developer and the granting of the license by Simudyne. You confirm\nthat the email address and information you use for registration of\nDevelopers with us is and shall remain true and accurate and complete at\nall times. We reserve the right to suspend or terminate your account if\nwe reasonably believe that the information you provide to us is not\naccurate or is not your own. You agree to keep your log-in details\nconfidential and not to share them with anyone else. You accept full\nresponsibility if you fail to do this, and your account is accessed by a\nthird party.
\n3.2. Development status. The Software and Services are still in\ndevelopment. Therefore, there may be missing or incomplete features,\nbugs or errors which may be subject to further testing, development,\npatches and/or updates in Simudyne's sole discretion. Simudyne does not\nmake any promises, warranties or representations of any kind about (or\naccept any liability for) the Software and Services, what they do, how\nthey do it, or about future content. The Software and Services are\nprovided by Simudyne as is and without warranty or representation,\nexpress, implied or statutory, including without limitation warranty as\nto satisfactory purpose, merchantability, fitness for any particular\npurpose or availability for use; nor are there any warranties created by\ncourse of dealing or course, performance or trade usage. All implied\nand/or statutory representations, conditions or warranties are excluded\nto the extent permissible by law.
\n3.3. Availability/Downtime. There may also be times when the Software\nand Services (or any part of them) are not available for technical or\nmaintenance related reasons, whether on a scheduled or unscheduled\nbasis. Where possible we will try to give notice in advance of any\nplanned downtime via the Website.
\n3.4. Support. We may, but are not obliged to, provide maintenance and\nsupport for the Software and Services. Should you require support in\nusing the Software and Services we recommend that you use\nsupport@simudyne.com.
\n3.5. Error Reporting. If you need to report any error or defect in the\nSoftware and Services or any of the Simudyne Property, please contact us\nat support@simudyne.com.
\n3.6. Our Software and Services may include information and materials\nuploaded by other users of the Software and the Services. This\ninformation and these materials have not been verified or approved by\nus. The views expressed by other users on our site do not represent our\nviews or values.
\n3.7. No Refunds. All sales are final, and Simudyne does not offer any\nmoney-back guarantees. You recognize and agree that you shall not be\nentitled to a refund for any purchase of the Software and Services under\nany circumstances.
\n4. LICENCES
\n4.1. Use of the Software and Services. During the term of this\nAgreement you will have access to the Software and Services, subject to\nany requirements from Simudyne, including with regards to Software\nfunctionality, any notified commercial/pricing requirements and\navailable Server deployment size as further detailed via the Website. In\norder to provide you with the Software and Services, you grant us access\nto the Developer Original Content for this purpose.
\n4.2. Licence to you. Subject to your compliance with the terms of this\nAgreement, Simudyne grants each Developer a personal, revocable,\nnon-transferable, non-sublicensable and non-exclusive licence to use the\nSoftware and Services during the term of this Agreement solely and\nexclusively for the Purpose. You and your officers, employees, agents\nand other personnel will not at any time directly or indirectly use the\nSoftware and Services, or do or omit to do anything regarding the\nSoftware and Services, which breaches the Restrictions set out in clause\n10 below, this Agreement or any other terms set out by Simudyne in\nwriting from time to time.
\n4.3. Licence to us. You grant Simudyne a perpetual, irrevocable,\nroyalty-free, worldwide licence to: (i) access, collect, store, process,\ntransmit, copy and use any data and information collected by Simudyne or\nprovided by you in connection with your use of the Software and Services\nin order to provide, develop, optimise and improve the Software and\nServices and any other products or services offered by Simudyne; and\n(ii) to use the Developer brands and the brands of any applications\ndeveloped by the Developer using the Software and Services for the\npurpose of promoting the Developer Original Content, the Software and\nServices, and Simudyne.
\n4.4. Exclusivity of Developer Original Content. If you would like to\ncommercially use and/or otherwise exploit the Developer Original\nContent, you may only do so: (i) with our prior written consent; and\n(ii) using the Software and Services. Unless otherwise agreed between\nthe parties in writing, you will only release Developer Original Content\nto Developer customers in collaboration with Simudyne.
\n4.5. Security. You will at all times ensure that the Software and\nServices and any confidential information disclosed by Simudyne to you\nare kept secure and that you will use all reasonable security practices\nand systems applicable to prevent and take prompt and proper remedial\naction against unauthorised access, copying, modification, storage,\nreproduction, display or distribution of the same.
\n5. REGULATION
\nRegarding your products and services made available via the Software and\nServices, you are solely and exclusively responsible for: (i) all legal\nand regulatory compliance; and (ii) any end user(s) and/or client\nmatters, and you acknowledge that Simudyne has no responsibilities,\nobligations, or liabilities whatsoever regarding the same. This includes\n(but is not limited to) applicable client protection, data protection\nand other regulatory matters. In relation to data protection matters,\nyou will be the data controller and Simudyne will be the data processor.\nYou will be responsible for the use of and entry into any applicable end\nuser licence, privacy policy, acceptable use policy and other applicable\ndocumentation (\"Terms of Service\") between you and end users and/or\nclients. If you commercially use the Developer Original Content, you\nwill ensure that the provisions of any such Terms of Service will be at\na minimum of a standard equivalent to Simudyne's equivalent Terms of\nService.
\n6. TERM
\nThe Agreement will run from the date Simudyne grants you access to the\nSoftware and Services under this Agreement and will continue until\nterminated in accordance with the terms of this Agreement.
\n7. SUSPENSION / TERMINATION
\n7.1. By Simudyne. Unless the parties have agreed otherwise in writing,\nthe Agreement may be terminated on thirty (30) days written notice by\nSimudyne at any time.
\n7.2. For Inactivity. Simudyne also retains the right to terminate any\ndeployments in our discretion where a deployment has been inactive (in\nour discretion) or your use of such deployment(s) may affect our ability\nto provide the Software and Services to yourself or our other customers.
\n7.3. By You. You may terminate this Agreement at any time by\npermanently ceasing all use of the Software and Services and/or by\nnotifying us by email at support@simudyne.com.
\n7.4. No Refunds. In the event that this Agreement expires or is\nterminated, no portion of any payments of any kind whatsoever previously\nprovided hereunder shall be owed or be repayable or refunded to\nDeveloper.
\n8. CONSEQUENCES OF TERMINATION
\nAll rights and obligations of the parties will cease to have effect\nimmediately upon termination or expiry of this Agreement for any reason\nexcept for: (i) any and all accrued rights and obligations of the\nparties at the termination date; and (ii) those rights and obligations\nof the parties necessary for the interpretation and enforcement of it.
\n9. INTELLECTUAL PROPERTY RIGHTS
\n9.1. Simudyne IPRs. As between the parties, Simudyne is the sole and\nexclusive owner of the Simudyne Property. Notwithstanding the\nrestrictions set out in clause 10 (Restrictions) below, to the extent\nyou make any modifications to, or any derivative works from, any of the\nSimudyne Property, you hereby assign to us all right, title and interest\nin and to all such modifications and derivative works and you agree that\nyou will do all such things and take all such actions as we reasonably\nrequire in order to transfer such modifications and derivative works,\nand the Intellectual Property Rights in them, to us.
\n9.2. Developer IPRs. You will be the sole and exclusive owner of the\nDeveloper Property.
\n9.3. Third Party Content. To the extent that you include any Third\nParty Content in any of your Developer Property, you, and not us, shall\nbe responsible for obtaining all necessary licences, consents,\npermissions and approvals required for your use of such content.
\n9.4. DMCA. In accordance with the Digital Millennium Copyright Act of\n1998, the text of which may be found on the U.S. Copyright Office\nwebsite\nat [http://www.copyright.gov/legislation/dmca.pdf]{.underline},\nSimudyne will respond expeditiously to claims of copyright infringement\ncommitted using the Software and Services if such claims are reported to\nSimudyne's attention. Upon receipt of a copyright infringement notice,\nSimudyne will take whatever action, in its sole discretion, it deems\nappropriate, including removal of the challenged content, from the\nSoftware and Services and Servers.
\n9.5. Feedback. This clause applies in respect of the Simudyne Property\nonly; nothing in this clause is intended to give us any rights\n(including any Intellectual Property Rights) in any of your Developer\nProperty. We shall own all rights (including all Intellectual Property\nRights) in all oral and written feedback that you provide to us in\nconnection with your use of the Simudyne Property. If requested by us\nand at our expense, you agree to execute all documents and provide us\nwith all assistance that we may reasonably require from you in order to:\n(i) vest such rights in us; and/or (ii) register such rights in our name\nor the name of one of our affiliates; and/or (iii) assist us against any\nallegation of infringement by a third party. If you don't wish to\ntransfer ownership of your feedback to us, then please do not provide\nyour feedback to us.
\n9.6. Independent Development. Nothing in this Agreement will impair\nour, or our group companies' or affiliates' or partners' right to\ndevelop, acquire, licence, market, promote or distribute applications,\nproducts or technologies that perform the same or similar functions as,\nor otherwise compete with, any applications, products or technologies\nyou may create, whether using our Software and Services or not.
\n10. RESTRICTIONS
\nIn order to use the Software and Services, you must (unless Simudyne\nagrees otherwise in writing): (i) not copy the Software and Services (no\nback-up, archival or storage copies are permitted); (ii) not upload the\nSoftware and Services to the internet, servers or to any cloud based\nsystem permitted other than as authorised by Simudyne; (iii) not modify,\nmerge, distribute, translate, reverse engineer, decompile, disassemble,\ncreate derivative works of, hack or interfere with the Software and\nServices or any part of it; (iv) only use SDKs provided by or authorised\nby Simudyne with the Software and Services; and (v) not use the Software\nand Services, or upload content to the Servers, in any way which\nbreaches the Acceptable Use Policy; and (vi) not use our Software and\nServices to make or operate a competing simulation platform.
\n11. CONFIDENTIALITY
\nNeither party will disclose confidential information to any third party\nand will only release the confidential information to those of its (or\nits group companies', in the case of Simudyne) directors, officers or\nemployees who need to know it strictly for the purpose of exercising or\nperforming that party's rights and obligations under this Agreement.\nEach receiving party will treat confidential information with the same\ndegree of care and apply no lesser security measures than it affords to\nits own confidential information. The receiving party warrants that\nthese measures provide adequate protection against unauthorised\ndisclosure, copying or use. The receiving party will make no commercial\nuse of the confidential information, except for the Purpose.\nConfidential information may be disclosed if and to the extent: (i) it\nis required by law, court order or other authority of competent\njurisdiction or any regulatory or government authority to which the\nreceiving party is subject, but in each case only to the extent required\nand for the purpose of such disclosure and provided that the disclosing\nparty is promptly informed of the disclosure; (ii) the receiving party\nreasonably considers it necessary to disclose the information to its\nprofessional advisers, auditors or bankers provided that it does so on\nterms protecting the information; (iii) the information entered the\npublic domain through no fault of the receiving party; (iv) the\ninformation was previously disclosed to the receiving party without any\nobligation of non-disclosure; or (v) the disclosing party has given its\nconsent in writing.
\n12. LEGAL
\n12.1. Prior agreements. This Agreement will replace any previous\nversion of this terms of service and licence agreement but will be\nsubject to the terms of any other written commercial agreement between\nthe parties.
\n12.2. Liability. The maximum and total aggregate liability of Simudyne\nand its affiliates, officers, directors, employees and agents in\nconnection with this Agreement (including but not limited to the\nSoftware and Services) will be an amount equal to the greater of: (i)\n$100 and (ii) any and all payments from you actually received by\nSimudyne under this Agreement. Simudyne will not be liable to you\nwhether in connection with this Agreement or any collateral contract,\nwhether caused by Simudyne or another third party, for any damage to\nproperty, loss of earnings, profits, charges or expenses, loss or theft\nof information, loss of data, loss of business, opportunity,\nreputational loss or harm, or any special, indirect or consequential or\npunitive loss or damage or disruption of any kind, in any case, whether\nbased on breach of contract, tort (including negligence or breach of\nstatutory duty), misrepresentation, restitution or otherwise whether or\nnot the relevant party has been advised of the possibility of such\ndamage. Nothing in this Agreement purports to limit or exclude any\nparty's liability for fraud, fraudulent misrepresentation or wilful\nmisconduct or exclude or limit liability for death or personal injury\ncaused by that party's negligence or to the extent otherwise not\npermitted by law.
\n12.3. Breach of this Agreement by you. If you breach the terms of this\nAgreement and that breach causes us harm or financial loss then you\nagree to compensate us for all losses, harm, claims and expenses that we\nincur in relation to your breach. Without limitation, some examples of\nbreaches that could cause us harm or financial loss are: (i) any\nunauthorised use by you of Simudyne Property, our confidential\ninformation or of Third Party Content; (ii) any actual or alleged claim\nby a third party of Intellectual Property Rights infringement or\nunauthorised confidential information usage in connection with the\nSoftware and Services or Third Party Content; and/or (iii) any breach by\nyou of the Terms of Service. Simudyne shall have no liability to you to\nthe extent that any claim is based upon (i) modifications to the\nSoftware and Services made by anyone other than Simudyne; (ii)\ncombination of the Software and Services with software not provided by\nSimudyne; (iii) your failure to use modifications to the Software and\nServices provided by Simudyne to avoid infringement or misappropriation;\n(iv) use of the Software and Services by you which breaches Simudyne's\nterms and conditions; and (v) matters outside Simudyne's reasonable\ncontrol.
\n12.4. Third party services. Where you use any third-party services in\nconnection with the Software and the Services, you will be responsible\nfor ensuring you obtain your own copy of the third party service licence\nterms and comply with any such terms.
\n13. GENERAL
\n13.1. No partnership or agency. This Agreement does not create any\nexclusive relationship between the parties nor any partnership, joint\nventure, employment, or agency between them.
\n13.2. No waiver. No failure or delay by a party to exercise any right\nunder this Agreement or at law will be a waiver of that right.
\n13.3. Variation. Any variation of this Agreement must be in writing\nand signed by the parties.
\n13.4. Consent to assignment. No assignment, sub-contracting or\ntransfer of this Agreement by either party is possible without the other\nparty's prior written consent.
\n13.5. Third parties. Only a party to this Agreement can enforce it\n(whether under the UK's Contracts (Rights of Third Parties) Act 1999 or\notherwise).
\n13.6. Severability. If any part of this Agreement is found to be\ninvalid or unenforceable, that will not affect the rest of the\nAgreement.
\n13.7. Entire agreement. This Agreement constitutes the whole agreement\nbetween the parties and unless otherwise stated herein supersedes all\nprevious agreements between them regarding its subject matter. Each\nparty acknowledges that, in entering into this Agreement, it has not\nrelied on, and will have no right or remedy in respect of, any\nstatement, representation, assurance or warranty other than as expressly\nset out in this Agreement.
\n13.8. Costs. Each party is responsible for its own costs regarding\nthis Agreement.
\n13.9. Further assurance. Each party will procure and will use all\nreasonable endeavours to procure that any necessary third party will,\npromptly execute and deliver such documents and perform such acts as may\nreasonably be required to give full effect to this Agreement.
\n13.10. Governing law and jurisdiction. This Agreement and any dispute\nor claim in connection with it will be governed by the law of England\nunder the exclusive jurisdiction of the courts of England.
\n14. CONTACT
\nIf you wish to contact us in relation to this agreement, please email\nsupport@simudyne.com.
\n15. DATA
\nWe process any personal data you provide to us in accordance with our\nprivacy policy (as updated from time-to-time) the latest version of\nwhich you can access here: https://www.simudyne.com/privacy-policy/
\nYou agree not to, and not to allow third parties (including their end\nusers) to, use the Software and Services to:
\nprobe, scan or test the vulnerability of any system or network;
\nbreach or otherwise circumvent any security or authentication\nmeasures;
\naccess, tamper with or use non-public areas or parts of the Software\nand Services, or shared areas of the Software and Services to which\nyou do not have access rights;
\ngenerate, distribute, publish or facilitate unsolicited mass email,\npromotions, advertisings or other solicitations (\"spam\") or false\nsource-identifying information (\"spoofing\" or \"fishing\");
\ncopy, sublicence, resell or distribute the Software and Services;
\ninundate a target with communications requests so the target either\ncannot respond to legitimate traffic or responds so slowly that it\nbecomes ineffective (\"DDoS\") or any other similar activities\nincluding mail bombing, news bombing, broadcast attacks, or flooding\ntechniques;
\nmodify, merge, distribute, translate, reverse engineer, decompile,\ndisassemble, create derivative works of, hack or interfere with the\nSoftware and Services or any part of them;
\nuse the Software and Services, or upload content to the Simudyne\nServers in any way which: (i) is illegal or infringes third party\nIntellectual Property Rights; (ii) is related to gambling and/or\nadult content; (iii) is defamatory, racist, discriminatory,\noffensive or inappropriate; or (iv) that may be harmful to Simudyne,\nits operations and/or reputation;
\nintercept, mine or otherwise collect data or information from the\nSoftware and Services or other Simudyne systems using unauthorised\nthird-party software or otherwise;
\npost or upload any files that contain any malicious code, including\nviruses, spyware, Trojan horses, worms, time bombs or intentionally\ncorrupted data;
\naccess the Software and Services in any manner that is intended to\navoid incurring fees due under this or any other agreement;
\nattempt to access, copy, steal, modify or otherwise interact with\nThird Party Content stored or located on the Simudyne Servers;\nand/or
\nupload to the Simudyne Servers anything which causes damage to or\naffects the operation of the Software and Services or any Third\nParty Content.
\n