These license terms are an agreement between you (“Licensee”) and JAAMSIM SOFTWARE INC., a company incorporated in the Province of British Columbia, Canada and having its registered address at 700 – 401 West Georgia Street, Vancouver, British Columbia V6B 5A1, Canada (“Licensor”). Please read them. They apply to the JaamSim Pro software, which includes the media on which you received it, if any. The terms also apply to any updates, supplements, Internet-based services, and support services for this software.
By using the software, you accept these terms. If you do not accept them, do not use the software.
- Licensor hereby grants to Licensee, for the term of this Agreement, a non-exclusive, non-assignable, right and license to use the Software in connection with its business.
- This license is expressly limited to the specific number of computers agreed between the Licensor and Licensee. In the event that Licensee desires to use the Software on more computers, it shall notify Licensor of such fact and agree to purchase additional software installations.
This Agreement shall be effective as of the delivery date of the software and shall extend for the period of 1 year thereafter (“Initial Term”). This Agreement shall be automatically renewed for additional 1-year Extended Terms unless Licensee shall provide the Licensor in writing of its intention not to renew the Agreement, said notice to be provided at least 30 days prior to the expiration of the then in-effect Term.
In consideration for the licenses granted hereunder and during the Initial Term of the Agreement and for each Extended Term, Licensee agrees to pay to Licensor the User Fee specified by the Licensor. In the event that Licensee should add additional personal computers to the number currently being licensed, Licensee agrees to pay Licensor an Additional User Fee per computer as specified by the Licensor, prorated in accordance herewith when such additional computers are added.
- Licensee recognizes that the Software is the proprietary and confidential property of Licensor. Accordingly, Licensee shall not, without the prior express written consent of Licensor, during the term of this Agreement and in perpetuity thereafter, disclose or reveal to any third party or utilize for its own benefit other than pursuant to this Agreement, any Software provided by Licensor concerning Products, provided that such information was not previously known to Licensee or to the general public. Licensee further agrees to take all reasonable precautions to preserve the confidentiality of Licensor’s Software and shall assume responsibility that its employees and assignees will similarly preserve this information against third parties. The provisions of this clause
shall survive termination of this Agreement.
- Licensee shall take no steps in attempting to reverse engineer the Software.
In the event that Licensee fails to notify Licensor of any difficulties or problems with the Software within 30 days after installation thereof, Licensee shall be deemed to have accepted the Software. Prior to acceptance of such Software, Licensor shall have the right to repair or replace the Software at its discretion. Upon acceptance of such Software, Licensor shall be under no obligation to repair or replace such Software except as provided for in the Warranty provision in this Agreement.
- Licensor further represents and warrants that it has no actual knowledge that the Software infringes any valid rights of any third party.
- Licensor warrants that the Software will perform in substantial accordance with the specifications provided by Licensor. THE WARRANTY PROVIDED FOR HEREIN IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, THAT MAY ARISE EITHER BY AGREEMENT BETWEEN THE PARTIES OR BY OPERATION OF LAW, INCLUDING THE WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
- In the event of a claim by Licensee under this warranty, Licensor shall have the option to either repair or replace the Software. In the event that Licensor fails to repair or replace the Software within a reasonable period, Licensee’s sole recourse shall be to terminate the Agreement and Licensor’s sole obligation shall be to return the Licensee Fees by Licensee prorated to the date of termination. In no event shall Licensor be liable for any incidental, consequential, or punitive damages as a result of its performance or breach of this Agreement.
Either party may terminate this Agreement on 30 days’ written notice to the other party in the event of a breach of any provision of this Agreement by the other party, provided that, during the 30-day period, the breaching party fails to cure such breach.
8. POSTTERMINATION RIGHTS
- Upon the expiration or termination of this Agreement, all rights granted to Licensee under this Agreement shall forthwith terminate and immediately revert to Licensor and Licensee shall discontinue all use of the Software and the like.
- Upon expiration or termination of this Agreement, Licensor may require that Licensee transmit to Licensor, at no cost, all material relating to the Software, provided, however, that Licensee shall be permitted to retain a full copy of all material subject to the confidentiality provisions of this agreement.
- Any notice required to be given pursuant to this Agreement shall be in writing and delivered by a national overnight express service.
- Either party may change the address to which notice or payment is to be sent by written notice to the other party pursuant to the provisions of this paragraph.
10. JURISDICTION AND DISPUTES
- This Agreement shall be governed by the laws of British Columbia, Canada.
- All disputes hereunder shall be resolved in the applicable state or federal courts of British Columbia, Canada. The parties consent to the jurisdiction of such courts, agree to accept service of process by a national overnight express service, and waive any jurisdictional or venue defenses otherwise available.
11. AGREEMENT BINDING ON SUCCESSORS
This Agreement shall be binding on and shall inure to the benefit of the parties hereto, and their heirs, administrators, and successors.
No waiver by either party of any default shall be deemed as a waiver of any prior or subsequent default of the same or other provisions of this Agreement.
If any provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other provision and such invalid provision shall be deemed to be severed from the Agreement.
The license granted hereunder is personal to Licensee and may not be assigned by any act of Licensee or by operation of law unless in connection with a transfer of substantially all the assets of Licensee or with the consent of Licensor.
This Agreement constitutes the entire understanding of the parties, and revokes and supersedes all prior agreements between the parties and is intended as a final expression of their Agreement. It shall not be modified or amended except in writing signed by the parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents that may be in conflict therewith.