END-USER LICENSE AGREEMENT FOR INCONTROL SIMULATION SOFTWARE

IMPORTANT-READ CAREFULLY: This INCONTROL End-User License Agreement ("EULA") is a legal agreement between you (either an individual or a legal entity) and INCONTROL Simulation Software B.V. ("INCONTROL") for the INCONTROL software products Enterprise Dynamics, Pedestrian Dynamics, ShowFlow, TopVenue, SportEvac, their sub-components, or any other products developed and distributed by INCONTROL, which includes computer software and may include associated media, printed materials, and "online" or electronic documentation ("SOFTWARE PRODUCT"). By installing, copying, or otherwise using all or any portion of the SOFTWARE PRODUCT, you accept all the terms and conditions of this EULA. You agree that this agreement is enforceable like any written negotiated agreement signed by you. If you do not agree to the terms of this EULA, do not install or use the SOFTWARE PRODUCT. You may obtain a refund of the amount you originally paid if you: (a) do not install or use the software and (b) return it, with proof of payment, to the location from which it was obtained within thirty (30) days of the purchase date.

SOFTWARE PRODUCT LICENSE

The SOFTWARE PRODUCT is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The SOFTWARE PRODUCT is licensed, not sold.

1. GRANT OF LICENSE.

This EULA grants you the following rights:
  1. Software Product. INCONTROL grants to you as an individual, a personal, non-exclusive license to use the SOFTWARE PRODUCT for an agreed period of time for the sole purposes of designing, modeling, and testing your simulation models. You can install the SOFTWARE PRODUCT on a computer. A license can only be installed on one computer.
  2. Electronic Documents. Solely with respect to electronic documents included with the SOFTWARE PRODUCT, you may make an unlimited number of copies (either in hardcopy or electronic form), provided that such copies shall be used only for internal purposes and are not republished or distributed to any third party.
  3. Storage/Network Use. You may also store or install the SOFTWARE PRODUCT on a storage device, such as a network server, used only to run the SOFTWARE PRODUCT on your other computers over a network; however, you must acquire and dedicate a license for each concurrent user that runs the SOFTWARE PRODUCT from the storage device.

2. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.

  1. Educational Software. If the SOFTWARE PRODUCT is identified as "Educational", you must be a "Qualified Educational User" to use the SOFTWARE PRODUCT. To determine whether you are a Qualified Educational User, please contact INCONTROL Simulation Software BV, Papendorpseweg 77, 3528 BJ Utrecht, The Netherlands.
    If you are a Qualified Educational User, you may either (i) exercise the rights granted in Section (1), OR (ii) if you intend to use the SOFTWARE PRODUCT solely for instructional purposes in connection with a class or other educational program, you may install a single copy of the SOFTWARE on a single computer for access and use by an unlimited number of student end users at your educational institution, provided that all such end users comply with all other terms of this EULA. It is forbidden to use the educational software for any purpose other than an educational purpose such as, but not limited to, obtaining a commercial advantage.
  2. Free Software. The free software is intended as a preview of the software designed by INCONTROL regarding the possibilities offered by the software. It is not permitted to use this software in any other way than as a preview. The use of this software for commercial purposes is strictly prohibited.
  3. Limitations on Reverse Engineering, Decompilation, and Disassembly. You may not reverse engineer, decompile, or disassemble the SOFTWARE PRODUCT, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
  4. Separation of Components. The SOFTWARE PRODUCT is licensed as a single product. Its component parts may not be separated for use on more than one computer.
  5. Rental. You may not rent, lease, or lend the SOFTWARE PRODUCT without a written approval of INCONTROL Simulation Software BV, Papendorpseweg 77, 3528 BJ Utrecht, The Netherlands.
  6. Support. INCONTROL may provide you with support services related to the SOFTWARE PRODUCT ("Support "). Use of Support is governed by the INCONTROL policies and programs described in the "online" documentation, and/or other INCONTROL-provided materials. Any supplemental software code, models or sample 4DScript code provided to you as part of the Support, shall be considered part of the SOFTWARE PRODUCT and subject to the terms and conditions of this EULA. With respect to technical information you provide to INCONTROL as part of the Support, INCONTROL may use such information for its business purposes, including for product support and development. INCONTROL will not utilize such technical information in a form that personally identifies you or use this information in any other form than its original intention. Any information sent to INCONTROL will be considered confidential.
  7. Software Transfer. You may not transfer the ownership of the license of the SOFTWARE PRODUCT to any other entity, organization or individual without a written approval of INCONTROL Simulation Software BV, Papendorpseweg 77, 3528 BJ Utrecht, The Netherlands. INCONTROL retains the right to reject the transfer of the license of the SOFTWARE PRODUCT for any reason.
  8. Termination. Without prejudice to any other rights, INCONTROL may terminate this EULA if you fail to comply with the terms and conditions of this EULA. In such event, you must destroy all copies of the SOFTWARE PRODUCT and all of its component parts.

3. UPGRADES.

If the SOFTWARE PRODUCT is labeled as an upgrade, you must be properly licensed to use a product identified by INCONTROL as being eligible for the upgrade in order to use the SOFTWARE PRODUCT. A SOFTWARE PRODUCT labeled as an upgrade replaces and/or supplements the product that formed the basis for your eligibility for the upgrade. You may use the resulting upgraded product only in accordance with the terms of this EULA. If the SOFTWARE PRODUCT is an upgrade of a component of a package of software programs that you licensed as a single product, the SOFTWARE PRODUCT may be used and transferred only as part of that single product package and may not be separated for use on more than one computer.

4. COPYRIGHT.

All title and copyrights in and to the SOFTWARE PRODUCT (including but not limited to any atoms, models, 4DScript code, images, photographs, animations, video, audio, music, and text, incorporated into the SOFTWARE PRODUCT), the accompanying printed materials, and any copies of the SOFTWARE PRODUCT are owned by INCONTROL. The SOFTWARE PRODUCT is protected by copyright laws and international treaty provisions. Therefore, you must treat the SOFTWARE PRODUCT like any other copyrighted material except that you may install the SOFTWARE PRODUCT on a single computer provided you keep the original solely for backup or archival purposes. Except for the purpose stated in section 1b, you may not copy the printed materials accompanying the SOFTWARE PRODUCT.

5. LIMITED WARRANTY.

The SOFTWARE PRODUCT is being delivered to you "AS IS" and INCONTROL makes no warranty as to its use or performance. INCONTROL and its suppliers do not and cannot warrant the performance or results you may obtain by using the software. INCONTROL and its suppliers do not give any warranty, conditions, representations, or terms (express or implied whether by statute, common law, custom, usage or otherwise) as to any matter including without limitation non-infringement of third-party rights, merchantability, integration, satisfactory quality, or fitness for any particular purpose.

6. GOVERNING LAW AND ARBITRATION.

This Agreement shall be governed by and construed in accordance with Dutch law. All disputes arising in connection with this Agreement shall be adjudicated solely in the applicable court within The Netherlands.

7. GENERAL PROVISIONS.

If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms. This Agreement may only be modified by a writing signed by an authorized officer of INCONTROL. Updates may be licensed to you by INCONTROL with additional or different terms. This is the entire agreement between INCONTROL and you relating to the SOFTWARE PRODUCT and it supersedes any prior representations, discussions, undertakings, communications or advertising relating to the SOFTWARE PRODUCT.

8. MISCELLANEOUS.

  1. If you are a business or organization, you agree that upon request from INCONTROL or INCONTROL's authorized representative, you will within thirty (30) days fully document and certify that use of any and all INCONTROL SOFTWARE PRODUCT at the time of the request is in conformity with your valid licenses from INCONTROL.
  2. Should you have any questions concerning this EULA, or if you desire to contact INCONTROL for any reason, please contact the INCONTROL partner serving your country or region, or write: INCONTROL Simulation Software BV, Papendorpseweg 77, 3528 BJ Utrecht, The Netherlands.

9. PENALTY CLAUSE.

Violation of the provisions of this agreement shall result in an immediately payable penalty payable to INCONTROL in the amount of € 45.000,- per violation, without prejudice to INCONTROL's rights to claim compensation for the damage suffered by it.

10. LIMITATION OF LIABILITY.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL INCONTROL OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE PRODUCT OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF INCONTROL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, INCONTROL'S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS EULA SHALL BE LIMITED TO THE GREATER OF THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE PRODUCT.

INCONTROL End-User License Agreement – INCONTROL Simulation Software B.V. – 21 February 2019 - version: EULA1.4