READ CAREFULLY:SIGNAX LICENSES THE SOFTWARE AND OTHER LICENSED MATERIALS ONLY ON THE CONDITION THAT LICENSEE ACCEPTS ALL OF THE TERMS CONTAINED OR REFERENCED IN THIS AGREEMENT. By selecting the “I accept” button or other button or mechanism designed to acknowledge agreement to the terms of an electronic copy of this Agreement, or by installing, downloading, accessing, or otherwise copying or using all or any portion of the SIGNAX Materials, (i) you accept this Agreement on behalf of the entity for which you are authorized to act (e.g., an employer) and acknowledge that such entity is legally bound by this Agreement (and you agree to act in a manner consistent with this Agreement) or, if there is no such entity for which you are authorized to act, you accept this Agreement on behalf of yourself as an individual and acknowledge that you are legally bound by this Agreement, and (ii) you represent and warrant that you have the right, power and authority to act on behalf of and bind such entity (if any) or yourself. You may not accept this Agreement on behalf of another entity unless you are an employee or other agent of such other entity with the right, power and authority to act on behalf of such other entity. If Licensee is unwilling to accept this Agreement, or you do not have the right, power and authority to act on behalf of and bind such entity or yourself as an individual (if there is no such entity), (a) DO NOT SELECT THE “I ACCEPT” BUTTON OR OTHERWISE CLICK ON ANY BUTTON OR OTHER MECHANISM DESIGNED TO ACKNOWLEDGE AGREEMENT, AND DO NOT INSTALL, DOWNLOAD, ACCESS, OR OTHERWISE COPY OR USE ALL OR ANY PORTION OF THE SIGNAX MATERIALS; AND (b) WITHIN THIRTY (30) DAYS FROM THE DATE OF ACQUIRING THE SIGNAX MATERIALS, LICENSEE MAY RETURN THE SIGNAX MATERIALS (INCLUDING ANY COPIES) TO THE ENTITY FROM WHICH THEY WERE ACQUIRED FOR A REFUND OF THE APPLICABLE LICENSE FEES PAID BY THE LICENSEE. The words “SIGNAX", “Agreement” and “Licensee” and other capitalized terms used in this Agreement are defined terms. The definitions can be found in Exhibit A (if the terms are not defined in the main body of the Agreement).
1.1 License Grant. Subject to and conditioned on Licensee’s continuous compliance with this Agreement and payment of the applicable fees, SIGNAX grants Licensee a nonexclusive, nonsublicensable, nontransferable, limited license to Install and Access the Licensed Materials, in each case solely (a) in the Territory, (b) within the scope of the License Type and Permitted Number specified in the applicable License Identification, and (c) in accordance with the other terms of this Agreement. Various License Types are described in Exhibit B. In any case where the License Identification does not specify a License Type or Permitted Number, or there is no License Identification, the License Type will, by default, be the Evaluation License and the Permitted Number will, by default, be one (1). 1.2 Additional Terms. The Licensed Materials (or portions thereof) may be subject to terms (e.g., terms accompanying such Licensed Materials or made available in connection with ordering, installing, downloading, accessing, using or copying such Licensed Materials) that are in addition to or different from the terms set forth in this Agreement, and Licensee agrees to comply with such terms. 1.3 Other Materials. If SIGNAX provides or makes available to Licensee any additional materials associated with the Licensed Materials, including any corrections, patches, service packs, updates or upgrades to, or new versions of, the Licensed Materials (including Upgrades) or any Supplemental Materials or User Documentation for the Licensed Materials, (a) such additional materials may include or be subject to other terms in addition to or different from the terms set forth in this Agreement (including, without limitation, additional or different fees, license terms, or restrictions on use), and Licensee agrees to comply with such terms, or (b) if there are no other terms for such additional materials, they will be subject to the same terms (including, without limitation, the licenses, applicable License Type and Permitted Number, and other terms of this Agreement) as the Licensed Materials to which such additional materials apply. In no event will the foregoing result in any rights with respect to Excluded Materials. 1.4 Authorized Users. Licensee may permit the Licensed Materials to be Installed and/or Accessed only by Licensee’s Personnel (except as otherwise designated in the applicable License Type), and any such Installation or Access will be subject to any other requirements imposed by this Agreement and the applicable License Type and Permitted Number. Licensee will be responsible for compliance with this Agreement by Licensee’s Personnel and any other persons who may have Access to the SIGNAX Materials through Licensee (whether or not such Access is authorized by SIGNAX or within the scope of the applicable License Type and Permitted Number). 1.5 Third-Party Licensed Materials. The SIGNAX Materials may contain or be accompanied by third-party software, data or other materials that are subject to and provided in accordance with terms that are in addition to or different from the terms set forth in this Agreement. Such terms may be included or referenced in or with such third-party software, data or other materials or a web page specified by SIGNAX (the URL for which may be obtained on request to SIGNAX). Licensee agrees to comply with such terms. In addition, Licensee will take sole responsibility for obtaining and complying with any licenses that may be necessary to use third-party software, data or other materials that Licensee uses or obtains for use in conjunction with the Licensed Materials. Licensee acknowledges and agrees that SIGNAX has no responsibility for, and makes no representations or warranties regarding, such third-party software, data or other materials or Licensee’s use of such third-party software, data or other materials. 1.6 Services. SIGNAX may provide, and Licensee may elect to receive or benefit from, certain Services from time to time. Any Services are subject to SIGNAX’s terms therefor, which terms are set forth in the applicable Services Terms. Licensee agrees that if it requests, accepts, or makes use of any Services, Licensee will be bound by such terms, as they may be modified from time to time in accordance with the applicable Services Terms (and such terms, as so modified from time to time, are a part of and incorporated by reference into this Agreement), and Licensee agrees to comply with such terms. Licensee acknowledges that SIGNAX may require a further acceptance of such terms as a condition to providing Services. 1.7 Nature of Licenses. Licensee acknowledges and agrees that when Licensee acquires a license of Licensed Materials, (including Services), Licensee’s acquisition is neither contingent on the delivery of any future features or functionality nor subject to any public or other comments (oral, written or otherwise) made by SIGNAX regarding future features or functionality.
2. License Limitations; Prohibitions
2.1 Limitations and Exclusions
2.1.1 No License Granted; Unauthorized Activities. The parties acknowledge and agree that, notwithstanding anything to the contrary in this Agreement, no license is granted (whether expressly, by implication or otherwise) under this Agreement (and this Agreement expressly excludes any right) (a) to Excluded Materials, (b) to any SIGNAX Materials that Licensee did not acquire lawfully or that Licensee acquired in violation of or in a manner inconsistent with this Agreement, (c) for Installation of or Access to the Licensed Materials beyond the applicable license term (whether a fixed term or Relationship Program period or term) or outside the scope of the applicable License Type or Permitted Number, (d) for Installation of the Licensed Materials on any Computer other than a Computer owned or leased, and controlled, by Licensee, unless otherwise authorized in writing by SIGNAX, (e) to distribute, rent, loan, lease, sell, sublicense, transfer or otherwise provide all or any portion of the SIGNAX Materials to any person or entity except as expressly set forth in this Agreement or as expressly authorized in writing by SIGNAX, (f) to provide or make available any features or functionality of the SIGNAX Materials to any person or entity (other than to and for Licensee itself for the purpose specified in the applicable License Type), whether or not over a network and whether or not on a hosted basis, (g) except as otherwise expressly provided with respect to a specific License Type, to Install or Access or allow the Installation of or Access to the SIGNAX Materials over the Internet or other non-local network, including, without limitation, use in connection with a wide area network (WAN), virtual private network (VPN), virtualization, Web hosting, time-sharing, service bureau, software as a service, cloud or other service or technology, (h) to remove, alter or obscure any proprietary notices, labels or marks in the SIGNAX Materials, (i) to decompile, disassemble or otherwise reverse engineer the SIGNAX Materials, or (j) to translate, adapt, arrange, or create derivative works based on, or otherwise modify the SIGNAX Materials for any purpose. 2.1.2 Licensed Materials as a Single Product. The Licensed Materials are licensed to Licensee as a single product and the applicable components may not be separated for Installation or Access (and all such components must be Installed and Accessed on the same Computer except as authorized in writing by SIGNAX). 2.1.3 Territory. Except as otherwise authorized in writing by SIGNAX, the licenses granted in this Agreement are granted only for the Territory. Nothing in this Agreement permits Licensee (including, without limitation, Licensee’s Personnel, if any) to Install or Access the Licensed Materials outside of the Territory. 2.1.4 Effect of Unauthorized Use. Licensee will not engage in, and will not permit or assist any third party to engage in any of the uses or activities prohibited (or any uses or activities inconsistent with the limitations described) in this Section 2.1 (Limitations and Exclusions) (collectively, ”Unauthorized Uses”). Any such Unauthorized Use, and any Installation of or Access to the Licensed Materials provided under this Agreement, outside of the scope of the applicable license grants (including, without limitation, outside the applicable License Type and/or Permitted Number) or otherwise not in accordance with this Agreement, constitute or result in infringement of SIGNAX’s intellectual property rights as well as a breach of this Agreement. Licensee will notify SIGNAX promptly of any such Unauthorized Uses or other unauthorized Installation or Access.
2.2.1 Licensee may not (i) utilize any equipment, device, software, or other means to (or designed to) circumvent or remove any form of technical protection used by SIGNAX in connection with the SIGNAX Materials, or (ii) Install or Access the SIGNAX Materials with any product code, authorization code, serial number, or other copy-protection device not supplied by SIGNAX directly or through a Reseller. Without limitation of the generality of the foregoing, Licensee may not utilize any equipment, device, software, or other means to (or designed to) circumvent or remove the SIGNAX License Manager or any tool or technical protection measure provided or made available by SIGNAX for managing, monitoring or controlling Installation of or Access to SIGNAX Materials. 2.2.2 Licensee may not utilize any equipment, device, software, or other means to (or designed to) circumvent or remove any usage restrictions, or to enable functionality disabled by SIGNAX, in connection with the Excluded Materials. Licensee may not bypass or delete any functionality or technical limitations of the SIGNAX Materials that (or that are designed to) prevent or inhibit the unauthorized copying of, Installation or Access to the Excluded Materials.
3. All Rights Reserved
SIGNAX and its licensors retain title to and ownership of, and all other rights with respect to, the SIGNAX Materials and all copies thereof, including, without limitation, any related copyrights, trademarks, trade secrets, patents, and other intellectual property rights. Licensee has only the limited licenses granted with respect to the Licensed Materials expressly set forth in this Agreement, and Licensee has no other rights, implied or otherwise. Licensee acknowledges and agrees that the SIGNAX Materials are licensed, not sold, and that rights to Install and Access the Licensed Materials are acquired only under the license from SIGNAX. The structure and organization of Software included in the SIGNAX Materials, any source code or similar materials relating to such Software, and any other Licensed Materials identified as confidential or proprietary are valuable trade secrets of, and confidential and proprietary information of, SIGNAX and its suppliers, and (a) may not be distributed, disclosed or otherwise provided to third parties, and (b) may be used only internally and only in conjunction with and for Licensee’s own authorized internal use of the Licensed Materials.
4. Privacy; Use of Information; Connectivity
4.1 Privacy and Use of Information. Licensee acknowledges and agrees that Licensee (and third parties acting on Licensee’s behalf) may provide, and SIGNAX and its Resellers (and third parties acting on behalf of SIGNAX and its Resellers) may obtain, certain information and data with respect to Licensee (including, without limitation, personal information) and Licensee’s business in connection with this Agreement, including, without limitation, information and data provided to or obtained by SIGNAX and its Resellers (or third parties acting on behalf of SIGNAX and its Resellers) through the Customer Information Form and otherwise, in connection with ordering, registration, activation, updating, validating entitlement to, auditing, monitoring Installation of and Access to SIGNAX Materials, Relationship Programs and Services and managing the relationship with Licensee. Licensee hereby consents to SIGNAX maintaining, using, storing and disclosing such information and data (including, without limitation, personal information, if any) in conformity with SIGNAX’s policies on privacy and data protection, as such policies may be updated from time to time, including without limitation SIGNAX’s Privacy Statement, as currently located at https://signax.ae/privacy/. Without limitation of the generality of the foregoing, Licensee acknowledges and agrees that: (a) SIGNAX may from time to time prompt Licensee (and third parties acting on Licensee’s behalf) to provide express agreement to the terms of SIGNAX’s Privacy Statement and/or express agreement to specific uses of information and data (including, without limitation, personal information); (b) SIGNAX may provide information and data, including, without limitation, information and data about Licensee’s use of SIGNAX Materials, Relationship Programs, and Licensee’s support requests, to SIGNAX subsidiaries and affiliates, Resellers and other third parties in connection with the provision, maintenance, administration or usage of Licensed Materials, Relationship Programs or Services or in connection with enforcement of any agreements relating to Licensed Materials, Relationship Programs or Services; and (c) SIGNAX may make cross-border transfers of such information and data, including to jurisdictions with privacy or data protection laws that are less protective of Licensee than the jurisdiction in which Licensee is domiciled. Licensee acknowledges and agrees that such policies may be changed from time to time by SIGNAX and that, effective upon posting on SIGNAX’s website or other written notice from SIGNAX, Licensee will be subject to such changes.
4.2 Connectivity. Certain Licensed Materials may facilitate or require Licensee’s access to and use of content and services that are hosted on websites maintained by SIGNAX or by third parties. In some cases, such content and services may appear to be a feature or function within, or extension of, the Licensed Materials on Licensee’s Computer even though hosted on such websites. Accessing such content or services and use of Licensed Materials may cause Licensee’s Computer, without additional notice, to connect automatically to the Internet (transitorily, intermittently or on a regular basis) and to communicate with an SIGNAX or third-party website—for example, for purposes of providing Licensee with additional information, features and functionality or to validate that the Licensed Materials and/or content or services are being used as permitted under this Agreement or other applicable terms. Such connectivity to SIGNAX websites is governed by SIGNAX’s policies on privacy and data protection described in this Section 4 (Privacy; Use of Information; Connectivity). Such connectivity to websites of third parties is governed by the terms (including the disclaimers and notices) found on such sites or otherwise associated with the third-party content or services. SIGNAX does not control, endorse, or accept responsibility for any such third-party content or services, and any dealings between Licensee and any third party in connection with such content or services, including, without limitation, such third party’s privacy policies, use of personal information, delivery of and payment for goods and services, and any other terms associated with such dealings, are solely between Licensee and such third party. SIGNAX may at any time, for any reason, modify or discontinue the availability of any third-party content or services. Access to and use of certain content and services (whether of SIGNAX or third parties) may require assent to separate terms and/or payment of additional fees.
5. Limited Warranty and Disclaimers
5.1 Limited Warranty. SIGNAX warrants that, as of the date on which the Licensed Materials are delivered to Licensee and for ninety (90) days thereafter or if the license term is shorter, such shorter period (“Warranty Period”), the Licensed Materials will provide the general features and functions described in the User Documentation portion of the Licensed Materials. SIGNAX’s entire liability and Licensee’s exclusive remedy during the Warranty Period (“Limited Warranty”) will be, with the exception of any statutory warranty or remedy that cannot be excluded or limited under law, at SIGNAX’s option, (i) to attempt to correct or work around errors, if any, or (ii) to refund the license fees, if any, paid by Licensee and terminate this Agreement or the license specific to such Licensed Materials. Such refund is subject to the return, during the Warranty Period, of the SIGNAX Materials, with a copy of Licensee’s License Identification, to Licensee’s local SIGNAX office or the Reseller from which Licensee acquired the SIGNAX Materials. THE LIMITED WARRANTY SET FORTH IN THIS SECTION GIVES LICENSEE SPECIFIC LEGAL RIGHTS. LICENSEE MAY HAVE ADDITIONAL LEGAL RIGHTS UNDER LAW WHICH VARY FROM JURISDICTION TO JURISDICTION. SIGNAX DOES NOT SEEK TO LIMIT LICENSEE’S WARRANTY RIGHTS TO ANY EXTENT NOT PERMITTED BY LAW. 5.2 Disclaimer. EXCEPT FOR THE EXPRESS LIMITED WARRANTY PROVIDED IN SECTION 5.1 (LIMITED WARRANTY), AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SIGNAX AND ITS SUPPLIERS MAKE, AND LICENSEE RECEIVES, NO WARRANTIES, REPRESENTATIONS, OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT, OR WARRANTIES OTHERWISE IMPLIED BY STATUTE OR FROM A COURSE OF DEALING OR USAGE OF TRADE) WITH RESPECT TO ANY SIGNAX MATERIALS, RELATIONSHIP PROGRAMS, OR SERVICES (PURSUANT TO A RELATIONSHIP PROGRAM OR OTHERWISE). ANY STATEMENTS OR REPRESENTATIONS ABOUT THE SIGNAX MATERIALS, RELATIONSHIP PROGRAMS OR SERVICES AND THEIR FEATURES OR FUNCTIONALITY IN THE LICENSED MATERIALS OR ANY COMMUNICATION WITH LICENSEE ARE FOR INFORMATION PURPOSES ONLY, AND DO NOT CONSTITUTE A WARRANTY, REPRESENTATION, OR CONDITION. WITHOUT LIMITING THE FOREGOING, SIGNAX DOES NOT WARRANT: (a) THAT THE OPERATION OR OUTPUT OF THE LICENSED MATERIALS OR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, ACCURATE, RELIABLE, OR COMPLETE, WHETHER OR NOT UNDER A RELATIONSHIP PROGRAM OR SUPPORT BY SIGNAX OR ANY THIRD PARTY; (b) THAT ERRORS WILL BE CORRECTED BY SIGNAX OR ANY THIRD PARTY; OR (c) THAT SIGNAX OR ANY THIRD PARTY WILL RESOLVE ANY PARTICULAR SUPPORT REQUEST OR THAT SUCH RESOLUTION WILL MEET LICENSEE’S REQUIREMENTS OR EXPECTATIONS. NOTHING IN THE FOREGOING RESTRICTS THE EFFECT OF WARRANTIES OR CONDITIONS WHICH MAY BE IMPLIED BY LAW WHICH CANNOT BE EXCLUDED, RESTRICTED OR MODIFIED NOTWITHSTANDING A CONTRACTUAL RESTRICTION TO THE CONTRARY.
6.1 Functionality Limitations. The Licensed Materials and Services (except for Licensed Materials designed for non-commercial use, such as SIGNAX Materials designed only for purposes of educational or individual learning) are commercial professional tools intended to be used by trained professionals only. Particularly in the case of commercial professional use, the Licensed Materials and Services are not a substitute for Licensee’s professional judgment or independent testing. The Licensed Materials and Services are intended only to assist Licensee with its design, analysis, simulation, estimation, testing and/or other activities and are not a substitute for Licensee’s own independent design, analysis, simulation, estimation, testing, and/or other activities, including those with respect to product stress, safety and utility. Due to the large variety of potential applications for the Licensed Materials and Services, the Licensed Materials and Services have not been tested in all situations under which they may be used. SIGNAX will not be liable in any manner whatsoever for the results obtained through use of the Licensed Materials or Services. Persons using the Licensed Materials or Services are responsible for the supervision, management, and control of the Licensed Materials and Services and the results of using the Licensed Materials and Services. This responsibility includes, without limitation, the determination of appropriate uses for the Licensed Materials and Services and the selection of the Licensed Materials, Services and other computer programs and materials to help achieve intended results. Persons using the Licensed Materials or Services are also responsible for establishing the adequacy of independent procedures for testing the reliability, accuracy, completeness, and other characteristics of any output of the Licensed Materials or Services, including, without limitation, all items designed with the assistance of the Licensed Materials or Services. Licensee further acknowledges and agrees that the Licensed Materials form part of Licensee’s total unique hardware and software environment to deliver specific functionality, and that the Licensed Materials and Services provided by SIGNAX may not achieve the results Licensee desires within Licensee’s design, analysis, simulation, estimation, and/or testing constraints.
6.2 Activation Codes and Security.
6.2.1 Activation and Online Access. Installation of and Access to the Licensed Materials require, and the continued use thereof may from time to time require, online access provided by SIGNAX. Registration and/or registration of users (including online registration) may be required before access will be provided by SIGNAX. Licensee will provide SIGNAX with any information required for such activation and agrees that any information provided to SIGNAX will be accurate and current. Licensee will also maintain and update Licensee’s registration information, on an ongoing basis, through customer data registration processes, including without limitation the Customer Information Form, which may be provided by SIGNAX. Licensee acknowledges and agrees that SIGNAX may use such information in accordance with its Privacy Statement (as described or referenced in Section 4 (Privacy; Use of Information; Connectivity)). 6.2.2 Disabling Access. LICENSEE ACKNOWLEDGES AND AGREES THAT INSTALLATION OF AND ACCESS TO LICENSED MATERIALS MAY BE DISABLED BY THE ACTIVATION, SECURITY, AND TECHNICAL PROTECTION MECHANISMS IF LICENSEE TRIES TO TRANSFER ALL OR A PART OF THE LICENSED MATERIALS TO ANOTHER COMPUTER, IF LICENSEE TAMPERS WITH THE TECHNICAL PROTECTION MECHANISMS OR DATE-SETTING MECHANISMS ON A COMPUTER OR IN THE LICENSED MATERIALS, IF LICENSEE USES THE LICENSED MATERIALS PAST AN APPLICABLE RELATIONSHIP PROGRAM PERIOD OR FIXED TERM, OR IF LICENSEE UNDERTAKES CERTAIN OTHER ACTIONS THAT AFFECT THE SECURITY MODE OR UNDER OTHER CIRCUMSTANCES AND THAT, IN ANY SUCH EVENT, LICENSEE’S ACCESS TO LICENSEE’S WORK PRODUCT AND OTHER DATA MAY BE AFFECTED. MORE INFORMATION IS CONTAINED IN THE APPLICABLE LICENSED MATERIALS OR AVAILABLE FROM SIGNAX ON REQUEST. 6.2.3 Effect of Activation Codes. Licensee acknowledges and agrees that receipt of an activation code (whether or not provided to Licensee in error) will not constitute evidence of or affect the scope of Licensee’s license rights. Those rights will be only as set forth in this Agreement and the applicable License Identification.
7. Limitations of Liability
7.1 Limitation on Type and Amount of Liability. IN NO EVENT WILL SIGNAX OR ITS SUPPLIERS HAVE ANY LIABILITY (DIRECTLY OR INDIRECTLY) FOR ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES; FOR LOSS OF PROFITS, USE, REVENUE, OR DATA; OR FOR BUSINESS INTERRUPTION (REGARDLESS OF THE LEGAL THEORY FOR SEEKING SUCH DAMAGES OR OTHER LIABILITY). IN ADDITION, THE LIABILITY OF SIGNAX AND ITS SUPPLIERS ARISING OUT OF OR RELATING TO ANY SIGNAX MATERIALS, RELATIONSHIP PROGRAMS OR SERVICES WILL NOT EXCEED THE AMOUNT PAID OR PAYABLE BY LICENSEE FOR SUCH SIGNAX MATERIALS, RELATIONSHIP PROGRAMS, OR SERVICES, RESPECTIVELY. 7.2 Application of and Basis for Limitations. THE LIMITATIONS OF LIABILITY IN THIS SECTION 7 (LIMITATIONS OF LIABILITY) WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW TO ANY DAMAGES OR OTHER LIABILITY, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, WHETHER DERIVED FROM CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR OTHERWISE, EVEN IF SIGNAX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITY AND REGARDLESS OF WHETHER THE LIMITED REMEDIES AVAILABLE HEREUNDER FAIL OF THEIR ESSENTIAL PURPOSE. ALSO, LICENSEE AGREES THAT THE LICENSE, RELATIONSHIP PROGRAMS AND SERVICES FEES AND OTHER FEES CHARGED BY SIGNAX AND PAID BY LICENSEE ARE BASED ON AND REFLECTIVE OF THE ALLOCATION OF RISK CONTEMPLATED BY THIS SECTION 7 (LIMITATIONS OF LIABILITY) AND THAT THE LIABILITY LIMITATIONS IN THIS SECTION 7 (LIMITATIONS OF LIABILITY) ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT BETWEEN THE PARTIES.
8. Term and Termination
8.1 Term; Termination or Suspension. Each license under this Agreement, with respect to each specific set of Licensed Materials covered by this Agreement, will become effective as of the latest to occur of: (a) this Agreement becoming effective, (b) payment by Licensee of the applicable fees, excluding licenses (such as evaluation licenses) where no fees are required, (c) delivery of the specific Licensed Materials, and (d) in the case of SIGNAX Materials provided in connection with a Relationship Program, upon commencement of the applicable Relationship Program period or fixed term. Each of SIGNAX or Licensee may terminate this Agreement, Licensee’s license as to Licensed Materials, Licensee’s Relationship Program, and/or the provision of Services relating to the Licensed Materials if the other party is in breach of this Agreement and fails to cure such breach within ten (10) days after written notice of the breach; however, if Licensee is in breach of Section 1 (License) or Section 2 (License Limitations; Prohibitions), SIGNAX may terminate this Agreement, Licensee’s license as to Licensed Materials, Licensee’s Relationship Program, and/or the provision of Services relating to the Licensed Materials immediately upon written notice of the breach. In addition, SIGNAX may, as an alternative to termination, suspend Licensee’s license as to the Licensed Materials, Licensee’s Relationship Program, the provision of Services relating to the Licensed Materials, and/or other SIGNAX obligations or Licensee rights under this Agreement (or under other terms, if any, relating to materials associated with the Licensed Materials), if Licensee fails to make a payment to SIGNAX or a Reseller or otherwise fails to comply with the provisions of this Agreement or other terms relating to any such license, Relationship Program, Services, or other associated materials. SIGNAX may also terminate this Agreement if Licensee becomes subject to bankruptcy proceedings, becomes insolvent, or makes an arrangement with Licensee’s creditors. This Agreement will terminate automatically without further notice or action by SIGNAX if Licensee goes into liquidation. Licensee acknowledges and agrees that SIGNAX may assign or sub-contract any of its rights or obligations under this Agreement. 8.2 Effect of Termination of Agreement or License. Upon termination or expiration of this Agreement, the licenses granted hereunder will terminate. Upon termination or expiration of any license granted to Licensee, Licensee must cease all use of SIGNAX Materials to which such license applies, any Relationship Program (including, without limitation, associated services), and any Services and Uninstall all copies of the SIGNAX Materials. At SIGNAX’s request, Licensee agrees to destroy or return to SIGNAX or the Reseller from which they were acquired all SIGNAX Materials. SIGNAX reserves the right to require Licensee to show satisfactory proof that all copies of the SIGNAX Materials have been Uninstalled and, if so requested by SIGNAX, destroyed or returned to SIGNAX or the Reseller from which they were acquired. If Licensee’s Relationship Program is terminated or expires, but this Agreement and Licensee’s license to the Licensed Materials remains in effect, any rights of Licensee based on the Relationship Program (including, without limitation, rights with respect to Previous Versions) will terminate, and (unless otherwise authorized by the Relationship Program Terms) Licensee must comply with the obligations of Section 1.2.1 (Effect of Upgrades) with respect to (including the obligations to cease use of, Uninstall and destroy or return) all copies of such Previous Versions. 8.3 Survival. Sections (Additional Terms), (Other Materials), (Authorized Users), (Third-Party Licensed Materials), (No License Granted; Unauthorized Activities), (Effect of Unauthorized Use), (Circumvention), (All Rights Reserved), (Privacy; Use of Information; Connectivity), (Disclaimer), (Warnings), (Limitations of Liability), (Term and Termination), and (General Provisions) will survive any termination or expiration of this Agreement.
9. General Provisions
9.1 Notices. Notices in connection with this Agreement by either party will be in writing and will be sent by electronic mail, postal service, or a delivery service (such as UPS, FedEx or DHL), except that Licensee may not provide notice to SIGNAX of an SIGNAX breach or provide notice of termination of this Agreement by electronic mail. Notices from SIGNAX to Licensee will be effective (a) in the case of notices by email, one (1) day after sending to the email address provided to SIGNAX, or (b) in the case of notices by mail or delivery service, five (5) days after sending by regular post or delivery service to the address provided to SIGNAX. Licensee hereby consents to service of process being effected on Licensee by registered mail sent to the address set forth on Licensee’s Customer Information Form (or, if no Customer Information Form has been provided, Licensee’s last address known by SIGNAX) if so permitted by applicable law. Notices from Licensee to SIGNAX will be effective (a) in the case of notices by email, one (1) day after sending to (and receipt by SIGNAX at) email@example.com
9.2 Governing Law and Jurisdiction. This Agreement will be governed by and construed in accordance with the laws of Ireland if Licensee acquired the SIGNAX Materials in a country in Territory. The laws of such jurisdictions shall govern without reference to the conflicts-of-laws rules thereof. The UN Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act shall not apply to (and are excluded from the laws governing) this Agreement. In addition, each party agrees that any claim, action or dispute arising under or relating to this Agreement will be brought exclusively in (and the parties will be subject to the exclusive jurisdiction of) the courts of Ireland. Nothing in the foregoing will prevent SIGNAX from bringing an action for infringement of intellectual property rights in any country where such infringement is alleged to occur. 9.3 No Assignment; Insolvency. Licensee may not assign this Agreement or any rights hereunder (whether by purchase of stock or assets, merger, change of control, operation of law, or otherwise) without SIGNAX's prior written consent, which may be withheld in SIGNAX's sole and absolute discretion, and any unauthorized purported assignment by Licensee will be void. 9.4 No Waiver. No term or provision of this Agreement will be considered waived, and no breach excused, unless such waiver is in writing signed on behalf of the party against which the waiver is asserted. No waiver (whether express or implied) will constitute consent to, waiver of, or excuse of any other, different, or subsequent breach. 9.5 Audits. Licensee agrees that SIGNAX has the right to require an audit (electronic or otherwise) of the SIGNAX Materials and the Installation thereof and Access thereto. As part of any such audit, SIGNAX or its authorized representative will have the right, on fifteen (15) days’ prior notice to Licensee, to inspect Licensee’s records, systems and facilities, including machine IDs, serial numbers and related information, to verify that the use of any and all SIGNAX Materials is in conformance with this Agreement. Licensee will provide full cooperation to enable any such audit. If SIGNAX determines that Licensee’s use is not in conformity with the Agreement, Licensee will obtain immediately and pay for valid license(s) to bring Licensee’s use into compliance with this Agreement and other applicable terms and pay the reasonable costs of the audit. In addition to such payment rights, SIGNAX reserves the right to seek any other remedies available at law or in equity, whether under this Agreement or otherwise. 9.6 Language. The English language version of this Agreement is legally binding in case of any inconsistencies between the English version and any translations. 9.7 Force Majeure. SIGNAX will not be liable for any loss, damage or penalty resulting from delays or failures in performance resulting from acts of God, supplier delay or other causes beyond SIGNAX’s reasonable control. 9.8 Entire Agreement. This Agreement and any other terms referenced in this Agreement constitute the entire agreement between the parties (and merge and supersede any prior or contemporaneous agreements, discussions, communications, agreements, representations, warranties, advertising or understandings) with respect to the subject matter hereof, except that particular SIGNAX Materials may be subject to additional or different terms associated with such SIGNAX Materials. The parties acknowledge that, in entering into this Agreement, they are not relying on any agreements, discussions, communications, agreements, representations, warranties, advertising or understandings other than as expressly set forth in this Agreement. Licensee acknowledges and agrees that SIGNAX may add to or change the Relationship Program Terms and the Services Terms from time to time, provided that SIGNAX will provide written notice of the additions or changes (and may allow Licensee not to renew, may permit Licensee to terminate, and may offer other options with respect to Relationship Programs or Services) before the additions or changes are effective as to Licensee. In the event of a conflict between this Agreement and any other terms of SIGNAX (including, without limitation, the Relationship Program Terms, the Services Terms, or such additional or different terms), the other terms will apply. Terms stipulated by Licensee in any communication by Licensee which purport to vary this Agreement or such other terms will be void and of no effect unless agreed in a writing signed by an authorized representative of SIGNAX. Any other modifications to this Agreement will also be invalid unless agreed to in a writing signed by an authorized representative of SIGNAX.
1. “Access” or “Accessible” means, with respect to a computer program or other materials, (a) to use or execute the computer program or other materials or (b) to use or otherwise benefit from the features or functionality of the computer program or other materials. 2. “Agreement” means this License and Services Agreement, including all exhibits and schedules thereto, as the License and Services Agreement may be amended from time to time in accordance with the terms thereof. 3. “Authorized User” means any individual person who Installs or Accesses, or is authorized to Install or Access, any of the Licensed Materials. 4. “SIGNAX” means SIGNAX SOFTWARE DESIGN (CIVIL COMPANY), headquarters Dubai, UAE. 5. “SIGNAX Materials” means any materials distributed or made available by SIGNAX, directly or indirectly, including Software, Supplemental Materials, User Documentation and Excluded Materials (whether or not licensed to Licensee). 6. “Computer” means (i) a single electronic device, with one or more central processing units (CPUs), that accepts information in digital or similar form and manipulates the information for a specific result based on a sequence of instructions, or (ii) a software implementation of such a device (or so-called virtual machine). 7. “Customer Information Form” means a form completed by or on behalf of Licensee and submitted to SIGNAX or a Reseller, directly or indirectly, in connection with Licensee’s order for a license of SIGNAX Materials, Relationship Program or Services. 8. “Educational Purposes” means (i) in the case of a Qualified Educational Institution, Faculty or Other Authorized Educational Licensees, purposes directly related to learning, teaching, training, research and development that are part of the instructional functions performed by a Qualified Educational Institution or Other Authorized Educational Licensee and (ii) in the case of Students, purposes related to learning, training, research or development. “Educational Purposes” does not include commercial, professional or any other for-profit purposes. 9. “Evaluation Purposes” means purposes of evaluation and demonstration of the capabilities of the Software or Supplemental Materials but excludes competitive analysis and any commercial, professional, or other for-profit purposes. 10. “Excluded Materials” means any materials, including Software, Supplemental Materials or User Documentation (and including, without limitation, any computer programs, modules or components of a computer program, functionality or features of a computer program, explanatory printed or electronic materials, content or other materials, if any), that may be provided or become available to Licensee, by any means, or that are on any media delivered to Licensee, for which (a) Licensee does not have a License Identification, or (b) Licensee has not paid (and continued to pay) the applicable fees. Licensee acknowledges that Excluded Materials are included on media or via download for convenience of the licensing mechanism used by SIGNAX, and inclusion does not in any way authorize, expressly or impliedly, a right to use such Excluded Materials. 11. “Install” and “Installation” means, with respect to a computer program or other materials, to copy the program or other materials onto a hard disk or other storage medium. 12. “License Identification” means one or more designations by SIGNAX that set forth the License Type (among other things) for Licensee’s license of the Licensed Materials. The License Identification may be (a) located (i) in the Licensed Materials (e.g., in an “About” box, license information dialog box, or text file of Software), (ii) on or with SIGNAX packaging, or (iii) in a written confirmation or other notice issued to Licensee by SIGNAX and transmitted via email, facsimile, physical delivery, or otherwise, or (b) obtained from SIGNAX on request. For clarification, License Identification does not include a designation, confirmation, packaging or other document provided by a Reseller or other third party. 13. “License Type” means a type of license specified by SIGNAX for SIGNAX Materials, including the types set forth in Exhibit B. License Type includes the terms specified by SIGNAX for each type of license, including the applicable terms set forth in Exhibit B. License Type is determined by SIGNAX and may be specified in the applicable License Identification. 14. “Licensed Materials” means Software, Supplemental Materials and User Documentation (a) downloaded by clicking on the “I accept” button or other button or mechanism associated with this Agreement or by otherwise indicating assent to this Agreement, (b) delivered prepackaged with this Agreement, or (c) otherwise accompanied by this Agreement, provided that (i) in the case of Software, the Software is identified in an applicable License Identification, and (ii) Licensee has paid (and continues to pay) the applicable fees. Licensed Materials also includes Supplemental Materials and User Documentation that SIGNAX provides or makes available to Licensee for use with Software licensed under this Agreement if there are no separate terms for such materials specified by SIGNAX. Licensed Materials includes, without limitation, any error corrections, patches, service packs, updates and upgrades to, and new versions of, the Licensed Materials that SIGNAX provides or makes available to Licensee under Licensee’s then-current license. Licensee acknowledges that availability of Upgrades and new versions may be subject to additional fees and the Relationship Program Terms. In addition, Licensed Materials includes, without limitation, any Previous Versions and other SIGNAX Materials that Licensee receives or retains pursuant to the Relationship Program Terms, but only for so long as and to the extent expressly authorized by the Relationship Program Terms. Notwithstanding the foregoing (or any other provision of this Agreement), Licensed Materials in all cases excludes Excluded Materials. 15. “Licensee” means (a) the company or other legal entity on behalf of which SIGNAX Materials are acquired, if the SIGNAX Materials are acquired on behalf of such an entity (e.g., by an employee, independent contractor, or other authorized representative), or (b) if there is no such entity, the individual who accepts this Agreement (e.g., by selecting the “I accept” button or other button or mechanism associated with this Agreement or otherwise indicating assent to this Agreement, or by installing, downloading, accessing, or otherwise copying or using all or any portion of the SIGNAX Materials). For clarification, “Licensee” refers only to a single, specifically identified legal entity or individual, and does not include any subsidiary or affiliate of any such legal entity or individual or any other related person. 16. “Licensee’s Internal Business Needs” means, in reference to Licensed Materials, the use of such Licensed Materials (and the features and functionality thereof) by Licensee’s own Personnel to meet the internal requirements of Licensee’s business in the ordinary course of such business, provided that Internal Business Needs will in no event include providing or making available such Licensed Materials (or the features or functionality thereof) to any third party. 17. “Permitted Number” means a maximum number (e.g., number of authorized users, number of concurrent users, number of computers, sessions, etc.) applicable to a license of the Licensed Materials and to the License Type associated with such license. Such number is determined by SIGNAX and may be specified in the applicable License Identification. 18. “Personnel” means (a) Licensee’s individual employees and (b) individual persons who are independent contractors working on Licensee’s premises and who Install and Access the Licensed Materials only on and through Computers owned or leased and controlled by Licensee. 19. “Reseller” means a distributor or reseller authorized directly or indirectly by SIGNAX to distribute authentic SIGNAX Materials to Licensee. 20. ”Services” means services (including the results of services) provided or made available by SIGNAX, including, without limitation, support services, storage, simulation and testing services, training and other benefits, but excluding services provided or made available as part of a Relationship Program. 21. “Software” means a computer program, or a module or component of a computer program, distributed or made available by SIGNAX. The term “Software” may also refer to functions and features of a computer program. 22. “Subscription” is the program offered generally by SIGNAX under which SIGNAX provides (among other things) updates and upgrades to, new versions of, and certain other support, services and training relating to SIGNAX Materials. 23. “Supplemental Materials” means materials, other than Software and related User Documentation, that are distributed or made available by SIGNAX for use with Software. Supplemental Materials include, without limitation, (a) content, such as sample drawings and designs, modules for drawings and designs, and representations of elements used in drawings and designs (e.g., buildings, parts of buildings, fixtures, furniture, bridges, roads, characters, backgrounds, settings and animations), (b) background materials, such as building codes and descriptions of building practices, (c) tools for rendering the output of the Software, such as fonts, and (d) Development Materials, application programming interfaces (APIs), and other similar developer materials (including API Information). 24. “Territory” means the geographic area and/or jurisdiction of countries in the Middle East and North Africa (UAE, Algeria, Bahrain, Egypt, Israel, Jordan, Iran, Iraq, Kuwait, Lebanon, Libya, Morocco, Oman, Qatar, Saudi Arabia, Syria, Tunisia, Yemen) as well as Turkey and South Africa. 25. “Uninstall” means to remove or disable a copy of SIGNAX Materials from a hard drive or other storage medium through any means or otherwise to destroy or make unusable a copy of the SIGNAX Materials. 26. “User Documentation” means the explanatory or instructional materials for Software or Supplemental Materials (including materials regarding use of the Software or Supplemental Materials), whether in printed or electronic form, that SIGNAX or a Reseller incorporates in the Software or Supplemental Materials (or the packaging for the Software or Supplemental Materials) or otherwise provides to its customers when or after such customers license, acquire or Install the Software or Supplemental Materials.
1. Fixed Term/Limited Duration/Rental License. If SIGNAX identifies a license in the applicable License Identification as being for a specified period or limited duration or as having a fixed term or as a rental license, Licensee’s right to Install and Access the Licensed Materials will continue only for the period, duration or term specified in the License Identification. Such Installation and Access will be in accordance with and subject to the applicable License Type and Permitted Number. The most common example – 1 year subscription license. 2. Evaluation/Demonstration/Trial. If SIGNAX identifies the License Type as a “demonstration”, “evaluation”, “trial,” in the applicable License Identification, Licensee may Install a copy of the specific release of the Licensed Materials designated in the applicable License Identification and permit Access to such copy of the Licensed Materials, solely by Licensee’s Personnel, solely for Evaluation Purposes, only from Licensee’s work location. An Evaluation License is for a fixed term specified in the applicable License Identification, or if no such term is specified, the term is thirty (30) days from Installation or as otherwise authorized in writing by SIGNAX.