ALLINEA SOFTWARE - END USER LICENSE AGREEMENT
IMPORTANT NOTICE: PLEASE READ CAREFULLY BEFORE INSTALLING THE SOFTWARE: THESE
LICENSE TERMS ARE PART OF A LEGAL AGREEMENT BETWEEN YOU ("LICENSEE" OR
"YOU") AND ALLINEA SOFTWARE LIMITED (OF THE INNOVATION CENTRE, WARWICK
TECHNOLOGY PARK, WARWICK, CV34 6UW, UNITED KINGDOM) OR ONE OF OUR GROUP
COMPANIES ("LICENSOR" OR "US") RELATING TO THE ALLINEA SOFTWARE PRODUCT
NAMED IN THE PRODUCT SALE AGREEMENT YOU HAVE AGREED WITH US OR ONE OF OUR
BY CLICKING ON THE "ACCEPT" BUTTON BELOW YOU AGREE TO THESE LICENSE TERMS
TOGETHER WITH THE TERMS AND CONDITIONS IN THE PRODUCT SALE AGREEMENT AND
CONFIRM THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF
YOUR ORGANIZATION. IF YOU WANT TO USE THE SOFTWARE FOR EVALUATION PURPOSES ONLY
THESE LICENSE TERMS WILL APPLY.
THIS LICENSE CREATES LEGAL OBLIGATIONS. IF YOU DO NOT AGREE TO THE TERMS OF
THIS LICENSE, WE ARE UNWILLING TO LICENSE THE SOFTWARE TO YOU AND YOU MUST
DISCONTINUE INSTALLATION AND/OR USE OF THE SOFTWARE NOW BY CLICKING ON THE
"REJECT" BUTTON BELOW AND RETURN THE MEDIUM ON WHICH THE SOFTWARE IS STORED
(IF ANY) AND ALL ACCOMPANYING DOCUMENTATION TO US OR THE RESELLER (AS
APPLICABLE) FROM WHICH YOU OBTAINED THE SOFTWARE.
1 Definitions and interpretation
1.1 The capitalised terms used in this Licence have the following meanings:
"Basic License Terms"
refers to the terms and conditions in this document;
means the documentation relating to the Software made available from time to
time on our website (whether supplied to you directly from our website or via a
"Initial Support Period"
means the period of support specified in the Product Sale Agreement, commencing
on the date you accept this License;
refers to the Basic License Terms together with the terms contained in the
Product Sale Agreement;
means any new version of the Software containing significant differences from
previous versions which from time to time is publicly marketed and offered for
purchase by the Licensor in the course of its normal business;
means the fee for use of the Software in accordance with this License detailed
in the Product Sale Agreement;
"Product Sale Agreement"
means the firm quotation, order form or other document issued to you, whether
via our website or by email, whether directly by us or by one of our resellers,
which details some or all of the following:
(a) the name of the product licensed as the Software;
(b) applicable limitations such as the number of concurrent processes,
architectures or GPU devices that may be applicable, the number of users that
can use the Software at any time, or the number of CPUs or servers on which the
Software may be used;
(c) the territory in which the Software may be used;
(d) whether the license is an evaluation license;
(e) whether the license is a term license and if so the length of the term;
(f) the Product Fee;
(g) whether support is required and if so the length of the Initial Support
Period and the Support Fee applicable to the Initial Support Period;
(h) customer contact details such as your organisation's name and postal
address and your telephone number and email address;
means your internal business purposes only and does not include using the
Software (a) for provision of a service to third parties or (b) for the
purposes of competing with us, including for competitive analysis purposes.
means the files comprising the software product named in the Product Sale
Agreement, in non-human readable form only, and includes any Updates;
means the fee payable by you in respect of support of the Software, detailed in
the Product Sale Agreement or any subsequent agreed additions to the Product
Sale Agreement in respect of added or renewed support;
"Support Renewal Period"
means one or more further periods of support agreed in writing between us and
you, commencing on the date agreed in writing;
means the territory specified in the Product Sale Agreement;
means any update, enhancement, improvement or modification to the Software
including without limitation error corrections and patches that Licensor may
generally make available to its licenses as part of Support, but excludes any
1.2 These Basic License Terms are additional to the terms in your Product Sale
Agreement. Where there is any conflict between these Basic License Terms and
any terms in your Product Sale Agreement, the conflicting terms in your Product
Sale Agreement will prevail. For the avoidance of doubt, no terms or conditions
contained on any purchaser order or other document issued by you shall add to
or supersede any terms or conditions of this License or otherwise be of any
force or effect.
1.3 Where your Product Sale Agreement was agreed with and refers to another
company in our group, references to "the Licensor" (or "us") in this
License refer to that group company rather than to Allinea Software Limited.
1.4 If you want to contact us at any time with any questions or comments, send
an email to email@example.com. Notices which are intended to have legal effect
must, for notices to us, be sent to firstname.lastname@example.org. We may give notice to
you at either the email or postal address you provided when purchasing the
Software. Notice will be deemed received and properly served 24 hours after an
email is sent, or three days after the date of posting of any letter. In
proving the service of any notice, it will be sufficient to prove, in the case
of a letter, that the letter was properly addressed, stamped and put in the
post and, in the case of an email, that the email was sent to the specified
email address of the addressee.
2 Evaluation license
2.1 You may use the Software on a non-exclusive, non-transferable basis, for
evaluation purposes in a test environment only for up to 30 days at our
discretion without payment of a fee, or for such longer period as we may agree
in writing. We may terminate this evaluation license at any time for any
2.2 The Basic License Terms only will apply to your use of the Software during
this evaluation period, except that the Sections 3, 4.1.1 and 5 will not apply.
3 Grant and scope of license
3.1 Subject to your compliance with all terms and conditions of this License,
including the payment of the Product Fee we hereby grant to you a
non-exclusive, non-transferable license to use the Software and the
Documentation in the Territory on the terms of this License.
3.2 You may:
3.2.1 install and use the Software for the Purpose only, on the basis, and
subject to the restrictions and limitations, set out in the Product Sale
3.2.2 transfer the Software from one computer to another only as provided by,
and subject to the restrictions and limitations set out in, the Product Sale
3.2.3 use any Documentation in support of the use permitted under Section 3.1
and make copies of the Documentation as are reasonably necessary for use of the
3.3 Where the Product Sale Agreement provides that this License is a term
license, this License will terminate on the expiry date shown in the Product
Sale Agreement (unless terminated earlier under Section 9). Otherwise this
Licence will continue until terminated under Section 9.
4 Your obligations
4.1 Except as expressly set out in this License or as permitted by any local
law, you agree:
4.1.1 to provide us with the installation details necessary to generate and
issue a permanent license key within 30 days of accepting this License;
4.1.2 not to rent, lease, sub-license, loan, translate, merge, adapt, vary or
modify the Software or Documentation;
4.1.3 not to tamper with or circumvent any license keys provided by us;
4.1.4 not to make alterations to, or modifications of, the whole or any part of
the Software nor permit the Software or any part of it to be combined with, or
become incorporated in, any other programs;
4.1.5 not to disassemble, de-compile, reverse engineer or create derivative
works based on the whole or any part of the Software nor attempt to do any such
things except to the extent that (because of applicable law) such actions
cannot be prohibited because they are essential for the purpose of achieving
inter-operability of the Software with another software program, and provided
that the information obtained by you during such activities:
(i) is used only for the purpose of achieving inter-operability of the Software
with another software program;
(ii) is not disclosed or communicated without our prior written consent to any
third party to whom it is not necessary to disclose or communicate it; and
(iii) is not used to create any software which is substantially similar to the
4.1.6 to ensure that the Software is used by your employees and representatives
in accordance with the terms of this License;
4.1.7 to include the copyright notices and any other attribution notices on all
entire and partial copies of the Software in any form;
4.1.8 except and to the extent expressly permitted or required by any of the
terms of any of the license agreements referred to in Section 6.3 (and then
only in respect of the relevant components) not to provide, or otherwise make
available, the Software in any form, in whole or in part (including, but not
limited to, program listings, object and source program listings, object code
and source code) to any person other than your staff or contractors who are
authorised users (or in the case of an academic institution to any person other
than staff or students) without our prior written consent;
4.1.9 not by any act or omission to put us in breach of any of the terms of any
license agreement referred to in Section 6.3.
4.2 Licensor or its designee shall have the right from time to time to perform
an audit of Licensee's books and records to determine if Licensee's use of
the Software complies with the provisions of this License. Any such audit (i)
shall be made during Licensee's normal business hours, (ii) shall be undertaken
only after reasonable prior written notice thereof has been given by Licensor
to Licensee, and (iii) shall not unreasonably interfere with Licensee's
business operations. Licensee agrees to cooperate with Licensor or its
designee, in any such audit.
5.1 If your Product Sale Agreement includes technical support then, for the
Initial Support Period and any subsequent Support Renewal Periods, subject to
payment of the Support Fee, you will be entitled to:
5.1.1 receive and use any supplementary software code or update of the Software
incorporating patches and corrections of errors as we may provide from time to
5.1.2 receive, install and use any Updates of the Software as we may provide
from time to time; and
5.1.3 receive any other support services and technical advice relating to use
of the Software as may be included in the Product Sale Agreement.
5.2 Nothing in this License entitles Licensee to receive any New Versions. You
will only be entitled to New Versions on payment of an additional fee and
agreement to all applicable terms and conditions.
5.3 To the extent Licensor continues to make available technical support,
Licensee may renew technical support for Support Renewal Periods, either before
or after the end of the Initial Support Period or then-current Support Renewal
Period, by contacting us or your reseller, as applicable. Any such renewal
shall be subject to then-current pricing and terms and conditions.
5.4 If your Product Sale Agreement does not include technical support or you do
not renew your support you can request that support be added to this License at
any time by contacting us.
5.5 If the Licensor releases an Update for the Software or replaces the current
version of the Software with any New Version, you are not obliged to purchase
such New Version or download such Update, but the Licensor will not be obliged
to provide you with technical support for the current version once a subsequent
version has been made available (whether as an Update or New Version).
5.6 You should send an email to email@example.com in respect of all requests
6 Intellectual property
6.1 You acknowledge and agree that, as between you and us, all intellectual
property rights throughout the world in the Software and the Documentation
belong to us and/or our licensors, that rights in the Software are licensed
(not sold) to you, and that you have no rights in, or to, the Software or the
Documentation other than the right to use them in accordance with the terms of
this License. You further acknowledge and agree that the Software is
proprietary and confidential material of Licensor, and agree to use your best
efforts to maintain the confidentiality of the Software.
6.2 You acknowledge that, except where expressly permitted or required by any
of the terms of any of the license agreements listed in Section 6.3 (and then
only in respect of the relevant components) you have no right to have access to
the Software in source code form.
6.3 The Software aggregates and/or contains various open source software
components which are used under license. Your use of the Software under this
License is also subject to the terms of those following license agreements a
list of which is available here
http://content.allinea.com/downloads/eula-6.3.txt. Source code for some of
these open source components can be found at
7 Disclaimer of warranties
7.1 You acknowledge that the Software has not been developed to meet your
individual requirements and that it is your responsibility to ensure that the
facilities and functions of the Software as described in the Documentation meet
7.2 You acknowledge that the Software may not be free of bugs or errors and you
agree that the existence of any minor errors shall not constitute a breach of
7.3 THE SOFTWARE IS LICENSED "AS IS". THIS LICENSE SETS OUT THE FULL EXTENT
OF THE LICENSOR'S OBLIGATIONS AND LIABILITIES IN RESPECT OF THE SUPPLY OF THE
SOFTWARE AND DOCUMENTATION. THERE ARE NO CONDITIONS, WARRANTIES,
REPRESENTATIONS OR OTHER TERMS, EXPRESS OR IMPLIED, THAT ARE BINDING ON US
EXCEPT AS SPECIFICALLY STATED IN THIS LICENSE. ANY CONDITIONS, WARRANTIES,
REPRESENTATION OR OTHER TERM CONCERNING THE SOFTWARE AND DOCUMENTATION WHICH
MIGHT OTHERWISE BE IMPLIED INTO-OR INCORPORATED IN-THIS LICENSE, OR ANY
COLLATERAL CONTRACT, WHETHER BY STATUTE, COMMON LAW OR OTHERWISE, INCLUDING
WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, NONINFRINGEMENT AND ANY WARRANTIES ARISING FROM COURSE OF
DEALING, USAGE OR TRADE PRACTICE, ARE EXCLUDED TO THE FULLEST EXTENT PERMITTED
7.4 Licensee acknowledge and agree the Software is not fault-tolerant and
is not designed or intended for use in hazardous environments requiring
fail-safe performance, including without limitation, in connection with the
operation of nuclear facilities, aircraft navigation or communication systems,
air traffic control, weapons systems, direct life-support machines, or any
other application in which the failure of the Software could lead directly to
death, personal injury, or severe physical or property damage (collectively,
"High Risk Activities"). LICENSOR EXPRESSLY DISCLAIMS ANY EXPRESS OR
IMPLIED WARRANTY OF FITNESS FOR HIGH RISK ACTIVITIES.
8.1 EXCEPT AS OTHERWISE REQUIRED BY APPLICABLE LAW, THIS SECTION 8 SETS OUT THE
ENTIRE FINANCIAL LIABILITY OF THE PARTIES (INCLUDING ANY LIABILITY FOR THE ACTS
OR OMISSIONS OF THEIR RESPECTIVE EMPLOYEES, AGENTS AND SUBCONTRACTORS) TO EACH
OTHER IN RESPECT OF:
8.1.1 ANY BREACH OF THIS LICENSE HOWEVER ARISING;
8.1.2 ANY USE MADE OR RESALE OF THE SOFTWARE OR THE DOCUMENTATION BY YOU, OR OF
ANY PRODUCT OR SERVICE INCORPORATING ANY OF THE SOFTWARE OR THE DOCUMENTATION;
8.1.3 ANY REPRESENTATION, STATEMENT OR TORTIOUS ACT OR OMISSION (INCLUDING
NEGLIGENCE) ARISING UNDER OR IN CONNECTION WITH THIS LICENSE.
8.2 NOTHING IN THIS LICENSE SHALL LIMIT OR EXCLUDE THE LIABILITY OF EITHER
PARTY FOR ANY LOSS OR DAMAGE TO THE EXTENT SUCH LOSS OR DAMAGE CANNOT BE
LAWFULLY LIMITED OR EXCLUDED, INCLUDING (AS APPLICABLE) LOSS OR DAMAGE ARISING
OUT OF DEATH OR PERSONAL INJURY RESULTING FROM NEGLIGENCE, FRAUD OR FRAUDULENT
MISREPRESENTATION, OR THE DELIBERATE DEFAULT OR WILFUL MISCONDUCT OF THAT
PARTY, ITS EMPLOYEES, AGENTS OR SUBCONTRACTORS. IN ADDITION, NOTHING IN THIS
LICENSE SHALL LIMIT OR EXCLUDE YOUR LIABILITY FOR ANY INFRINGEMENT, VIOLATION
OR MISAPPROPRIATION OF THE INTELLECTUAL PROPERTY RIGHTS OF LICENSOR OR ANY OF
ITS GROUP COMPANIES.
8.3 WITHOUT PREJUDICE TO SECTION 8.2, NEITHER PARTY SHALL UNDER ANY
CIRCUMSTANCES WHATEVER BE LIABLE TO THE OTHER, WHETHER IN CONTRACT, TORT
(INCLUDING NEGLIGENCE) OR RESTITUTION, OR FOR BREACH OF STATUTORY DUTY OR
MISREPRESENTATION, OR OTHERWISE, FOR ANY:
8.3.1 LOSS OF INCOME;
8.3.2 LOSS OF BUSINESS PROFITS OR CONTRACTS;
8.3.3 BUSINESS INTERRUPTION;
8.3.4 LOSS OF THE USE OF MONEY OR ANTICIPATED SAVINGS;
8.3.5 LOSS OF INFORMATION;
8.3.6 LOSS OF OPPORTUNITY, GOODWILL OR REPUTATION;
8.3.7 LOSS OF, DAMAGE TO OR CORRUPTION OF DATA; OR
8.3.8 ANY INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE OF ANY KIND HOWSOEVER
ARISING AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT
8.4 SUBJECT TO SECTION 8.2 AND SECTION 8.2, AND EXCEPT AS REQUIRED BY
APPLICABLE LAW, THE LICENSOR'S MAXIMUM AGGREGATE LIABILITY UNDER OR IN
CONNECTION WITH THIS LICENSE, OR ANY COLLATERAL CONTRACT, WHETHER IN CONTRACT,
TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL IN ALL CIRCUMSTANCES BE LIMITED
TO A SUM EQUAL TO THE PRODUCT FEE.
9.1 We, the Licensor, may terminate this License immediately by written notice
to you if:
9.1.1 a petition for a bankruptcy order to be made against you has been
presented to the court; or
9.1.2 the Licensee (where the Licensee is a company) becomes insolvent or
unable to pay its debts (within the meaning of section 123 of the Insolvency
Act 1986 or equivalent legislation in the jurisdiction applicable to this
License), enters into liquidation, whether voluntary or compulsory (other than
for reasons of bona fide amalgamation or reconstruction), passes a resolution
for its winding-up, has a receiver or administrator manager, trustee,
liquidator or similar officer appointed over the whole or any part of its
assets, makes any composition or arrangement with its creditors or takes or
suffers any similar action in consequence of its debt.
9.2 If you (i) breach any term or condition of this License; or (ii) are not
in possession of a valid licence key this License will terminate automatically
without further notice or action from Licensor.
9.3 Upon termination for any reason:
9.3.1 all rights granted to you under this License will cease;
9.3.2 you must cease all activities authorised by this License;
9.3.3 you must immediately pay any sums due under this License; and
9.3.4 you must immediately delete or remove the Software from all computer
equipment in your possession and immediately destroy or return to us (at our
option) all copies of the Software then in your possession, custody or control
and, in the case of destruction, certify that you have done so.
10 Publicity and marketing
10.1 The Licensor is entitled to state in the public domain that you are a
customer of the Licensor.
10.2 By providing us with your email address and/or telephone number, you
consent to our using these details to let you know about our other services or
promotions that may be of interest to you. Please contact us if you do not
consent to our using these details.
11 Export laws
11.1 You may not export, directly or indirectly, any technical data acquired
from us under this License (or the Software, where it incorporates any such
data) in breach of any applicable laws or regulations including United Kingdom
and United States export laws and regulations, to any country for which the
United Kingdom or the United States or any other government or any agency
thereof at the time of export requires an export licence or other governmental
approval without first obtaining such licence or approval.
12 Restricted rights
12.1 To the extent that Licensee is an agency or instrumentality of the U.S.
Government, the parties agree that the Software and Documentation are
commercial computer software and commercial computer software documentation,
respectively, and that Licensee's rights therein are as specified in this
License, per FAR 12.212 and DEARS 227.7202-3, as applicable, or in the case of
NASA, subject to N'S 1852.227-86.
12.2 To the extent that Licensee is an agency or instrumentality of the U.S.
Government, the U.S. Government authorizes and consents to all use and
manufacture, in performing this License and the applicable Product Sale
Agreement, of any invention described in and covered by a United States patent
embodied in the structure or composition of any article the delivery of which
is accepted by the Government under such license or agreement.
13 Transfer of rights and obligations
13.1 This License is binding on you and us and on both your and our respective
successors and assigns.
13.2 You may not transfer, assign, charge or otherwise dispose of this License,
or any of your rights or obligations arising under it, without our prior
written consent. Any merger of Licensee, acquisition of all or substantially
all of Licensee's assets or change of control of Licensee shall be deemed an
assignment of this Agreement for which prior written consent is required.
13.3 The Licensor may transfer, assign, charge, sub-contract or otherwise
dispose of this License, or any of its rights or obligations arising under it,
at any time.
14.1 Your reseller is an independent contractor and there is no partnership,
joint venture, agency or fiduciary relationship between your reseller and us.
Your reseller has no authority to bind us to any terms and conditions you agree
with your reseller.
15.1 If we do not at any time insist on strict performance of any of your
obligations under this License, or if we do not exercise any of the rights or
remedies to which we are entitled under this License, we do not mean to waive
those rights or remedies and you will not be relieved from compliance with your
15.2 A waiver by us of any default will not be a waiver of any subsequent
15.3 No waiver by us of any of these terms and conditions will be effective
unless it is expressly stated to be a waiver and is communicated to you in
16.1 If any of the terms of this License are determined by any competent
authority to be invalid, unlawful or unenforceable to any extent, such term,
condition or provision will to that extent be severed from the remaining terms,
conditions and provisions which will continue to be valid to the fullest extent
permitted by law.
17 Entire agreement
17.1 This License and any document expressly referred to in it are the whole
agreement between us and supersede any previous arrangement, understanding or
agreement between us, relating to the licensing of the Software and
17.2 We each acknowledge that, in entering into this License (and the documents
referred to in it), neither party relies on any statement, representation,
assurance or warranty ("Representation") of any person (whether a party to
this License or not) other than as expressly set out in this License or those
17.3 Each party agrees that the only rights and remedies available to us
arising out of or in connection with a Representation shall be for breach of
contract as provided in this License.
17.4 Nothing in this clause shall limit or exclude any liability for fraud.
17.5 This License may not be modified except by a writing signed by the parties
or an amendment presented electronically by the Licensor to the Licensee and
assented to by the Licensee (including through a "click-to-accept"
mechanism). It is agreed that no use of trade or other regular practice or
method of dealing between the parties hereto shall be used to modify,
interpret, supplement, or alter in any manner the terms of this License.
18 Law and jurisdiction
18.1 Where the Product Sale Agreement specifies that the Licensor is a group
company of Allinea Software Limited incorporated in either any state within the
United States of America, Canada, or any country within Central or South
America, this License, its subject matter or its formation (including
non-contractual disputes or claims) shall be governed by and construed in
accordance with the laws of the State of Delaware (excluding its conflicts of
laws principles) and submitted to the exclusive jurisdiction of the courts of
the State of Delaware. Notwithstanding the foregoing, to the extent that
Licensee is an agency or instrumentality of the U.S. Government, disputes
arising under or relating to this License shall be decided under the U.S.
federal law of government contracting, including without limitation the
Contract Disputes Act. Notwithstanding the foregoing, nothing in this License
will prevent Licensor from enforcing its intellectual property rights or
seeking injunctive or other equitable relief in any court of competent
jurisdiction. The parties hereby disclaim application of the United Nations
Convention on Contracts for the International Sale of Goods and the Uniform
Computer Information Transactions Act.
18.2 In every other case, this License, its subject matter or its formation
(including non-contractual disputes or claims) shall be governed by and
construed in accordance with English law (excluding its conflicts of laws
principles) and submitted to the non-exclusive jurisdiction of the English