Software License Agreement
Last Updated: December 21, 2023
PLEASE READ THE TERMS OF THIS SOFTWARE LICENSE AGREEMENT CAREFULLY. The structural analysis and design tool (the “Software”) you seek to install or previously have installed from Seismic Bridge Behavior LLC (“Licensor”) is licensed only on the condition that you agree to the terms and conditions set forth below.
This End-User Software License Agreement (“Agreement”) sets forth the terms under which you, as an individual or entity authorized by Licensor (or, for entities, and employee or agent you authorize to use the Software) (“you”), may use the Software.
Based on the foregoing, you and Licensor agree as follows:
1. Acceptance
This Agreement is a legal contract made between you and Licensor. You accept and agree to be bound by the terms of this Agreement by selecting the “Accept” option, by receiving, opening the file package, installing, and/or using the Software. You agree to abide by the intellectual property laws and all of the terms and conditions of this Agreement.
If the software is already installed and licensed, you have already agreed to the terms and conditions of this Agreement, or someone has done so on your behalf.
2. Scope of License
Licensor hereby grants to you a limited, non-transferable, non-transferable, non-refundable and non-exchangeable license, without right to sub-license, for use by you (the purchaser) for the term of this Agreement, to access and use the Software and any related user guides or other related documentation, whether hard copy or online, subject to the terms and conditions of this Agreement. The license allows you to use only one copy of the Software on one computer concurrently, whether the computer is vertical or physical.
- Beta and Trial Version License: Some of the Software may be licensed on a beta or trial basis, which may not be used for commercial or professional use. Your rights to use beta or trial software are limited to the time period specified by Licensor.
- License Key: During the term of this Agreement, Licensor periodically may issue a license key (file, activation key, internet-based account, or other similar method) to enable the Software to execute on the computer or server designated by you.
- Condition of Payment: The license granted herein is conditioned upon payment in full for the Software in advance of your use of the Software. You will be solely responsible for payment of applicable sales and/or use taxes in connection with the sale of Software and Services provided under this Agreement.
3. Ownership of Software
Licensor owns the Software, Documentation, and all copyright and other intellectual property rights herein, and this Agreement does not transfer to you and title to or any proprietary or intellectual property rights in or to the Software, any updates or derivative to works thereto, or the Documentation, or any copyrights, patent rights, or trademarks.
4. Restrictions
To the maximum extent permitted by law, you shall not (a) modify, reverse engineer, decompile, disassemble, or attempt to derive the source code of the Software; (b) rent, lease, loan, sell, sublicense, distribute, transmit, network, or otherwise transfer the Software access to any third party; (c) make any copy of or otherwise reproduce or display the Software except for those copies necessarily made by the personal computer that are running the Software; (d) use hardware or software to multiplex or pool connections, or otherwise allow multiple users or multiple computers or devices to access or use the Software indirectly through the licensed computer; (e) disclose your license key provided by Licensor; or (f) disclose your User ID or Password to any third party. You agree to take all reasonable steps to safeguard your User ID and Password for the Software so as to ensure that no unauthorized person will have access to it, and that no persons authorized to have access will make any unauthorized use. You shall promptly report to Licensor any unauthorized use of the Software of which you become aware and shall take such further steps as may reasonably be requested by Licensor to prevent unauthorized use thereof.
5. Terms and Termination
The license granted in this Agreement is effective in perpetuity, as long as you own the Software License and adhere to the terms and conditions of this Agreement. In cases of fixed-term or leased licenses, the term of this Agreement coincides with the term of the license, which is specified on the order confirmation. The term of this Agreement and the license grant herein shall commence on the date you agree to this Agreement and install the Software. In the event you install a Software upgrade, this license agreement terminates. This license shall also terminate automatically on your failure to comply with any of the other terms of this Agreement. On termination of this Agreement, you agree to promptly discontinue use of the Software, deactivate the license key per instructions provided by Licensor, destroy all printed copies and delete all electronic copies of any documentation that you have downloaded, printed, or created relating to the Software, and to ensure that no copies of any of the Software screens, data, or other content remain archived or otherwise stored on your computers.
6. Confidentiality
You agree that you shall not disclose to any third party the Software or any portion thereof, any technical, product, or business information, or any information that Licensor identifies as confidential (collectively, “Confidential Information”) related to the Software without the prior written consent of Licensor. You shall maintain the confidentiality of all Confidential Information and shall not use it for any purpose other than the performance of this Agreement.
Notwithstanding the foregoing, Confidential Information does not include information that you can demonstrate was (a) publicly available at the time of disclosure, or later became publicly available through no act or omission by you; (b) in your possession before disclosure by Licensor; or (c) disclosed to you by a third party not in violation of any obligations of confidentiality to Licensor or to any third party.
7. Privacy and and Collection of Personal or System Information
The Software may employ applications and tools to collect personally identifiable, sensitive or other information including personal information, network information, geographical information, information about the usage of the software, license information (key) expiration or machine information (including, but not limited to, information regarding the machine, system, disk ID, MAC address), collectively “Data.”
The collection of this Data may be necessary to you and your users with relevant Software or Technical Support. Without access to this Data, we may not be able to verify your compliance with this Agreement, among other things.
By entering into this agreement or using the Software or Technical Support, you and your users agree to the collection, processing, copying, backup and storage of this Data in and from the United States or other countries or jurisdictions outside of your or your users’ own as part of the Software or Support. We encourage you promptly to update your personal information when it changes.
8. Limitation of Liability
You are not entitled to receive damages from Licensor for any cause relating to this Agreement, to your use of the Software, to any services provided by Licensor under this Agreement, or to any services provided by any third party in connection with your use of the Software. In addition, in no event shall you be entitled to obtain any injunctive relief or enjoin, restrain, or otherwise interfere with Licensor or with the distribution, operation, development, or performance of the Software or any related products. IN NO EVENT SHALL LICENSOR BE LIABLE TO YOU FOR ANY DAMAGES WHATSOEVER ARISING OUT OF YOUR USE OF, OR INABILITY TO USE, THE SOFTWARE. IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF DATA, LOST PROFITS, OR LOST BUSINESS OPPORTUNITIES, REGARDLESS OF THE LEGAL THEORY UNDER WHICH SUCH DAMAGES ARE SOUGHT, AND EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. AS SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
9. Limited Warranty and Disclaimer
THIS SOFTWARE AND THE ACCOMPANYING FILES ARE SOLD “AS IS”. TO THE MAXIMUM EXTENT PERMITTED BY LAW, LICENSOR EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS ANY WARRANTIES ALLEGED TO HAVE ARISEN FROM CUSTOM, USAGE, OR THE COURSE OF DEALING BETWEEN THE PARTIES. LICENSOR DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE. IN ADDITION, LICENSOR DOES NOT WARRANT OR GUARANTEE THAT YOU WILL BE ABLE TO ACCESS THE SOFTWARE AT ALL TIMES. YOU UNDERSTAND AND ACKNOWLEDGE THAT INTERNET CONGESTION AND OUTAGES, AS WELL AS MAINTENANCE, DOWNTIME, AND OTHER INTERRUPTIONS, MAY INTERFERE AT TIMES WITH YOUR ABILITY TO ACCESS THE SOFTWARE. In no event shall Licensor or its suppliers be liable for any damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or other pecuniary loss) arising out of the use of or inability to use this Software, even if Licensor has been advised of the possibility of such damages. Because some states do not allow the exclusion or limitation of liability for consequential damages, the above limitation may not apply to Licensee.
10. Governing Law
This Agreement shall be governed by the laws of Alaska, without regard to Alaska’s conflict or choice of law provisions.
11. Attorneys Fees
In the event of legal action brought by either party, the prevailing party shall be entitled to reimbursement of actual legal fees and related expenses.
12. Modification
This Agreement may be modified or amended at the sole discretion of Licensor.
13. Acknowledgement and Exclusivity
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND LICENSOR, AND THAT IT SUPERSEDES ANY PROPOSAL, PRIOR AGREEMENT, OR UNDERSTANDING, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND LICENSOR RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT. THIS AGREEMENT MAY NOT BE CHANGED, ALTERED, OR MODIFIED EXCEPT IN WRITING AND SIGNED BY THE PARTIES.