By clicking the “I accept the agreement” (or similar) button that is presented to You at the time of installation of the Software, You are becoming a party to this Agreement, You declare You have the legal capacity to enter into such Agreement, and You agree to be bound by all the terms and conditions of this License Agreement specified below.
1.1 “SIMFLOW Technologies” or “We” – SIMFLOW Technologies sp. z o.o. (limited liability company), having its principal place of business at Nowogrodzka 31, 00-511 Warsaw, Poland, registered in District Court for the capital city of Warsaw, 12th Commercial Division of the National Court Register, No. 0000435352.
1.2 “User” or “You” – either individual or legal entity using the Software in accordance with this License Agreement.
2.1 “Software” – any commonly available SIMFLOW Technologies software product identified by SIMFLOW Technologies as an engineering tool, including plugins.
2.2 “Agreement” – this License Agreement, i.e., the legal agreement between You and SIMFLOW Technologies for the SIMFLOW Technologies software product identified above, which includes in particular computer software, and related software: electronic documentation and printed materials.
2.3 “Evaluation Mode” – a mode in which the Software may restrict certain functionality available to the User. The Software operates in this mode by default.
2.4 “Commercial Mode” – a mode in which the Software removes certain restrictions on functionality available to the User in the Evaluation Mode. Commercial Mode removes restrictions in accordance with the acquired Lease License. This mode is activated by installing a valid Lease License File.
2.5 “Lease License“ – a lease license that grants the User ability to activate Commercial Mode of the Software.
2.6 “Lease License Term” – the period during which the User is authorized to use the Software in Commercial Mode in accordance with the acquired Lease License.
2.7 “Lease License File” – a file provided by SIMFLOW Technologies which, when correctly installed, activates the Commercial Mode of the Software. A Lease License File is assigned to the media access control address of User’s computer (also known as the “MAC address”).
3.1 SIMFLOW Technologies hereby grants You a non-exclusive, non-transferable, worldwide valid, limited (without the right to sublicense) license to use the Software.
3.2 Under this Agreement, You may:
a. use (install, store, run on a computer, use) the Software in accordance with the acquired Lease License; and
b. make one backup copy if necessary to use the Software.
3.3 Under this Agreement, You may not:
a. permit other individuals or entities to use the Software on any legal basis; or
b. modify, translate, reverse engineer, decompile, disassemble (except to the extent that applicable laws specifically prohibit such restriction), or create derivative works based on the Software; or
c. lend, distribute, rent, lease, or otherwise transfer rights to the Software; or
d. remove any proprietary notices or labels on the Software; or
e. share the Lease License File provided by SIMFLOW Technologies to You with other individuals or entities.
3.4 Any use of the Software other than expressly set out in this Agreement constitutes a material breach of this Agreement and may violate applicable copyright laws.
4. LICENSE PERIOD
4.1 The license to use the Software in Evaluation Mode is unlimited in time.
4.2 Lease License Term in the Commercial Mode may be limited in time and depends on the acquired Lease License. After the Lease License Term in the Commercial Mode has expired, You still have the right to use the Software in the Evaluation Mode.
5. LICENSE FEE
5.1 Use of the Software in the Evaluation Mode is free of charge.
5.2 License to use the Software in the Commercial Mode is granted for a fee. The fee for granting the license in the Commercial Mode is always agreed with the User.
6. USE OF THE SOFTWARE
6.1 The Software may require an Internet connection to operate correctly. Internet access may be required, in particular, to activate the Commercial Mode.
6.2 The features and functionality available in the Software depend on the mode the Software is running in (either Evaluation or Commercial).
6.3 You can use the Software in the Evaluation Mode and Commercial Mode for any given purpose: commercial, academic, and personal.
7. INTELLECTUAL PROPERTY LAW, TRADEMARKS
7.1 SIMFLOW Technologies is not conveying to the User any title, ownership, copyright or any other intellectual property rights in or related to the Software, and SIMFLOW Technologies reserves all rights in and to the Software.
7.2 The Software is protected, in particular, by the copyright laws of the Republic of Poland and international copyright treaties.
7.3 In particular, title, trade names, trademarks, ownership rights, and intellectual property rights in and to the content accessed through the Software is the property of the applicable content owner and may be protected by applicable copyright or other law.
7.4 The User agrees not to delete, obscure or change any proprietary notices (including copyright and trademark information) that may be included with the Software.
8. SERVICE AND SUPPORT
The service and support that SIMFLOW Technologies offers for the Software under this Agreement are limited to the service or support, if any, that is freely available through the website owned and operated by SIMFLOW Technologies.
9. AUTOMATIC UPDATES
In order to provide the User with the latest features and bug fixes, the Software may be updated automatically. The update process requires the Software to have access to the Internet. In case the Software has no Internet access, the User may install the latest version manually. The User acknowledges that they agree to the following:
a. The Software may be updated automatically without any prior notifications or acceptance from the User; and
b. The Software may not include the latest functionality or include known defects unless it is up-to-date.
10. AUTOMATIC ERROR REPORTING
10.1 To improve the Software quality, SIMFLOW Technologies may receive automatic reports regarding errors and bugs in the Software. Reports sent to SIMFLOW Technologies may include operating system version used by the User, version of the Software, and specific error details.
10.2 Under this stipulation, SIMFLOW Technologies will not gather any data which might be used to identify the User. The content of the error report sent to SIMFLOW Technologies will also be available in a log file located on the hard disk of the User.
11. USAGE STATISTICS
11.1 To continue improvement of the Software, SIMFLOW Technologies may collect anonymous data regarding Software usage. This data may include among other things, running time of the Software, Lease License type, mesh size, solver type, models chosen by the User, number of processes (CPUs) used, simulation duration.
11.2 The above are only examples of statistics, other similar information may also be collected. SIMFLOW Technologies will never collect any data which might be considered even remotely confidential.
11.3 The Software provides an option to disable data gathering, should the User not agree to the aforementioned information being sent.
12. NO WARRANTY
12.1 The Software is supplied on an “as is” basis, without warranties or conditions of any kind, either expressed or implied, including, without limitation, any warranties or conditions of title, non-infringement, merchantability, or fitness for a particular purpose.
12.2 SIMFLOW Technologies makes no other explicit warranty, including quality warranty and no warranty of non-infringement of third parties’ rights.
12.3 No SIMFLOW Technologies dealer, agent, or employee is entitled to give any warranty.
13. LIMITATION OF LIABILITY
13.1 You are solely responsible for determining the suitability of using the Software, and You assume all risks associated with Your exercise of permissions under this Agreement.
13.2 You will bear all risks as to the quality and performance of the program. Without limiting the generality of the foregoing, You assume the entire cost of any service or repair, and of any damage resulting from the information contained in or compiled by the Software, You assume all responsibilities for selection of the Software to achieve Your intended results, and for the installation of, use of, and results obtained from the Software.
13.3 This document does not represent any commitment to release or implement any portion of the Software in any product. In addition, the Software could include technical inaccuracies or typographical errors.
13.4 Under no circumstances and under no legal theory, tort, contract, or otherwise, shall SIMFLOW Technologies or its suppliers or resellers be liable to You or any other person for any indirect, incidental, or consequential damages of any character including, without limitation, damages for loss of goodwill, lost profits, work stoppage, computer failure or malfunction, or any and all other commercial damages or losses. SIMFLOW Technologies’ liability is limited at most to the SIMFLOW Technologies catalog price for any possible Lease License to the Software, even if SIMFLOW Technologies shall have been informed of the possibility of such damages, or for any claim by any other party.
13.5 SIMFLOW Technologies liability under this Agreement is excluded to the fullest extent possible by law.
14. THIRD-PARTY SOFTWARE
The Software may contain third party software which requires notices and/or additional terms and conditions. Such required third-party software notices and/or additional terms and conditions are located on Our website under the following link https://sim-flow.com/third-party-software-licenses and are made a part of and incorporated by reference into this Agreement. The aforementioned terms will also be available on your local hard drive in licenses.txt file in the Software installation directory after successful installation of the Software. By accepting this Agreement, You are also accepting the additional terms and conditions, if any, set forth therein.
15.1 This Agreement continues indefinitely providing that You comply with the conditions described above, subject to point 4.2 of this Agreement.
15.2 Either party may terminate this Agreement with notice of one year, at the end of the calendar year, subject to point 15.3 below.
15.3 SIMFLOW Technologies may terminate this Agreement upon a 14-day notice if the User breaches the provisions of this Agreement, in particular, if the scope of the license is exceeded.
16.1 SIMFLOW Technologies is willing to license this software to You only upon the condition that You accept all of the terms contained in this Agreement.
16.2 This Agreement is the parties’ entire agreement relating to its subject matter. It supersedes all prior or contemporaneous oral or written communications, agreements, contracts, proposals, conditions, representations, and warranties and prevails over any conflicting or additional terms of any conditions, orders, confirmations, contracts.
16.3 This Agreement may be updated or modified in the future, including any referenced policies and other documents. If the changes to the Agreement significantly reduce Your rights, We will make reasonable efforts to notify You (for example, by contacting You at the e-mail address You provided Us, publishing on the SIMFLOW Technologies website or via the Software itself). The changes will apply to subsequent versions of the Software. If You do not agree with the updated Agreement terms you may use the previous version of the Software.
16.4 The User declares that they read this Agreement, understood its content and make no comments to it. The User declares that they had the opportunity to negotiate the terms of the Agreement, therefore this contract is not an adhesion contract.
16.5 Severability clause. In the event that any wording or provision of this Agreement is found to be unlawful and such wording or provision is declared invalid, the parties undertake to agree on a new wording or provision which meaning will be as close as possible to the original intention of the parties.
16.6 SIMFLOW Technologies’ failure to enforce any of its rights under this Agreement at any time for any period shall not be interpreted as a waiver of such rights.
16.7 The parties agree that this Agreement is fully subject to Polish law and the exclusive jurisdiction of Polish courts, and in matters not covered by this Agreement, in particular, the provisions of the Polish Civil Code and the Act on Copyright and Related Rights apply.
16.8 Disputes related to this Agreement will be settled within a court competent for the registered office of SIMFLOW Technologies.
16.9 No provisions of this agreement shall exclude or limit the liability of SIMFLOW Technologies which may not be excluded or limited in accordance with applicable law. In such cases, only restrictions that comply with the law are applicable to the User, and SIMFLOW Technologies’ liability is limited to the maximum extent permitted by the law.