I Agree to the following terms:
LIMITED LICENSE TO USE MILLSIAN™ SOFTWARE
THIS LICENSE (“LICENSE”) IS A LEGAL CONTRACT BETWEEN THE INDIVIDUAL (“YOU” OR “YOUR”) IDENTIFIED IN YOUR APPLICATION (“APPLICATION”) AND MILLSIAN, INC. (“LICENSOR”). YOU MUST AGREE TO AND ACCEPT THE TERMS OF THIS LICENSE BEFORE YOU MAY LAWFULLY DOWNLOAD, ACCESS, POSSESS OR USE ANY VERSION OF THE MILLSIAN MODELING SOFTWARE™ ANY RELATED DOCUMENTATION (COLLECTIVELY REFERRED TO HEREIN AS “SOFTWARE”) OR LICENSOR’S DATA FILES (“DATA FILES”) AND BY REQUESTING ANY DOWNLOAD OF SOFTWARE OR DATA FILES OR ACCESSING, POSSESSING, OR USING ANY SOFTWARE OR DATA FILES, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS LICENSE. TO REJECT ANY TERM OR CONDITION OF THIS LICENSE YOU MUST REFRAIN FROM DOWNLOADING, ACCESSING, POSSESSING OR USING ANY OF THE SOFTWARE OR DATA FILES.
Terms and Conditions
1. Generally. The Software is never sold nor does the Licensor offer unlimited or transferable licenses for its use. The following Licenses to the Software are offered by the Licensor:
(i) A demonstration license (“Demonstration License”) as set out in Section 2 and subject to all of the terms and conditions in Sections 5 through 13 inclusive.
(ii) An annual license (“Annual License”) as set out in Section 3 and subject to all of the terms and conditions in Sections 5 through 13 inclusive.
(iii) A license for students and teachers (“Student License”) as set out in Section 4 and subject to all of the terms and conditions in Sections 5 through 13 inclusive.
2. Grant of Demonstration License. In consideration of Your strict adherence to the terms and conditions of this License, You are granted a non-exclusive, personal, royalty-free, non-transferable license to download and to access, possess and use, during a period of fourteen (14) consecutive days (the “Term”) , on and with a single computer central processing unit, and for the sole purpose of determining whether You, or your organization, will acquire an Annual License or Student License from Licensor, to download, possess, access or use a version of the Millsian Modeling Software™, consisting of the following: (i) the Software; and (ii) certain limited Data Files made available to You by Licensor, in its sole discretion.
3. Grant of Annual License. In consideration of Your strict adherence to the terms and conditions of this License, You are granted a non-exclusive, personal, royalty-free, non-transferable license to download and to access, possess and use, during a period of twelve (12) consecutive months (the “Term”), on and with a single computer central processing unit, and solely for Your personal use, to download, possess, access or use a full-featured version of the Millsian Modeling Software™, consisting of the following: (i) the Software; and (ii) certain limited Data Files made available to You by Licensor, in its sole discretion.
4. Grant of Annual Student License. In consideration of Your payment of Licensor’s fees and charges (“License Fees”) applicable for an Annual Student License and Your strict adherence to the terms and conditions of this License, You are granted a non-exclusive, personal, royalty-free, non-transferable license to download and to access, possess and use, during a period of twelve (12) consecutive months (the “Term”), on and with a single computer central processing unit, and solely for Your use in nonprofit academic activities and not for any non-academic or commercial endeavor, to download, possess, access or use a full-featured version of the Millsian Modeling Software, consisting of the following: (i) the Software; and (ii) certain limited Data Files made available to You by Licensor, in its sole discretion.
5. No Other Rights Granted; Licensor’s Reservation of Rights in Certain Data. The License granted to You herein includes no rights whatsoever in or to: (i) the source code to the Software; or (ii) any other version of the Millsian Modeling Software™; or (iii) any other programs, templates, files (including other data files) or data of the Licensor. This License grants you no rights to use or reproduce the trade marks or service marks of Licensor, including, but not limited to Millsian™ and Millsian Modeling Software™ or to practice or use any patent, whether or not issued, of the United States or any other country except as strictly required by this license. Licensor reserves the right to collect and use certain data that You provide for statistical and other purposes.
6. Prohibited Acts. You agree that You may not at any time: (i) use the Software or Data Files for any purpose other than as permitted under the terms of the applicable license described in Sections 1 though 4; (ii) disclose or send the Software or Data Files to any other person other than You; (iii) redistribute any part of the Software or Data Files over any network (including any local area network), (iv) offer any of the data contained in the Data Files for sale, (v) post any of Software or Data Files to any online service, bulletin board or other location on the Internet; (vi) copy, reverse engineer, decipher, translate, decompile or disassemble the Software or Data Files or create derivative works thereof; (vii) attempt to disable any lock, key or other security device or proprietary notice embedded in or delivered with the Software or Data Files; (viii) attempt to derive any source code; (ix) benchmark or otherwise compare the Software or Data Files with other product or service offerings; (x) possess or use the Software or Data Files in (or for the benefit of any person or entity located in) any country where export of the Software is prohibited by the government of the United States; or (xi) make public comments (including via postings on the Internet) regarding the Software, or its performance or capabilities, without the prior written consent of Licensor. If you acquire this license in the European Union (EU), even if You believe You require information related to the interoperability of the Software or Data Files with other programs, You may not decompile or disassemble the Software or Data Files to obtain such information. You agree instead to request such information from the Licensor and accept the information provided in response to Your request.
7. Warranties and Acknowledgements Given by You. You represent and warrant to Licensor that: (i) all information in Your Application is true and correct; and (ii) You understand that the Software or Data Files may lack functions and features contained in other versions of the Millsian Modeling Software and data files that are not made available to You; and (iii) You understand that the Software and Data Files are provided with a software key and related security devices which may permit the Licensor to disable their continued use should the Licensor determine You are not complying with the terms or this Agreement and which will automatically disable their continued use upon the expiration of the applicable license term; and (iv) You bear all risk of loss or damage to equipment, software or data resulting from use of the Software or Data Files; and (v) You will not access, possess or use the Software or Data Files, for any purpose, after the expiration of the Term; and (vi) You will be liable for damages caused by any attempt by You to send or transfer right to use the Software or Data Files to any other person. You acknowledge that the Software and Data Files are protected by Licensor’s copyright and that Licensor has obtained patents in the United States and other countries that protect certain aspects of the Software.
8. No Warranties Given By Licensor. The Software or Data Files are provided AS IS and without warranties of any kind. LICENSOR EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WHATSOEVER. NO WRITTEN OR ORAL STATEMENT CONCERNING THE SOFTWARE OR DATA FILES, THEIR FUNCTIONS, FEATURES OR CAPABILITIES SHALL BE CONSIDERED BINDING UPON THE LICENSOR OR REASONABLY RELIED UPON BY YOU.
9. Limitations of Damages. In no event shall the liability of the Licensor to You exceed the sum of Twenty ($20.00) Dollars (U.S.) regarding any claim by You against the Licensor regardless of the grounds for such claim or the form in which it may be pleaded. The foregoing limitation of damages shall apply to all matters relating to Your license including, inter alia, claims by You for damages arising from Licensor’s refusal to supply a software key to allow continued use of the Software and Data Files.
10. Ownership of Software, Etc. Licensor is and shall remain the sole and exclusive owner of: (i) the Software and all versions of the Millsian Modeling Software; and (ii) all works derived from the Software or the Millsian Modeling Software; and (iii) all improvements or enhancements to the Software or the Millsian Modeling Software; and (iv) all Data Files as the same may be modified from time to time; and (v) all patents, copyrights, trademarks or other legal protections related, in whole or part, to the foregoing. You agree that You shall not challenge Licensor’s ownership of any such items.
11. Term of License. The term of this License (the “Term”) shall commence upon the submission of Your Application and expire in accordance with the Terms set forth in the respective grant of License.
12. Governing Law; Disputes. This License shall be governed by and construed under the laws of the United States and the State of New Jersey. The United Nations Convention On Contracts For The International Sale Of Goods shall not apply. You agree that the federal and state courts located in the State of New Jersey shall have the exclusive jurisdiction to resolve disputes between You and the Licensor and you agree to submit to the personal jurisdiction of such courts. You agree that, in any litigation in which the Licensor prevails, the Licensor may recover its attorney’s fees and expenses from You. Nothing in this License shall be interpreted or construed so as to limit or exclude Your rights under the laws of any relevant nation or, where applicable, the laws of any Member State of the EU that implement European Communities Council Directives.
13. General Terms. You further agree that:
(i) This License is the entire agreement between You and Licensor regarding the Software or the Millsian Modeling Software and Data Files; and
(ii) This License may not be changed or modified except by a writing signed by You and the Licensor; and
(iii) This License supersedes all prior communications, representations, understandings or agreements between You and the Licensor; and
(iv) You understand that a breach of this License by You would cause immediate and irreparable harm to Licensor so that Licensor is entitled to temporary, preliminary and permanent injunctive relief in addition to all other remedies at law and in equity; and
(v) No forbearance by the Licensor shall be considered a waiver by Licensor as to any future right.