Please read this document carefully. This is a legal agreement between “You” (both you individually and/or the entity you are
installing the software on behalf of, referred to collectively in this agreement as “You” or “Your”) and isee systems, inc. and its licensor(s)
and suppliers (collectively hereinafter “ISEE”), that governs your use of this software and any associated documentation and services made available by ISEE
(collectively referred to in this Agreement as the “Software”). This Agreement also applies to any updates, supplements, add-on components, or services for
the Software that ISEE may subsequently provide to you, unless other terms accompany those items. In that case, to the extent they conflict with this Agreement, those
other terms will apply.
BY INSTALLING, ACCESSING OR OTHERWISE USING THE SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS LICENSE. IF YOU DO NOT AGREE TO THEM, DO
NOT INSTALL, ACCESS OR USE THE SOFTWARE, AND YOU WILL RECEIVE A CREDIT FOR THE SOFTWARE IF, WITHIN 30 DAYS FROM THE DATE OF DELIVERY, YOU (1) REMOVE THE SOFTWARE FROM
YOUR COMPUTER; AND (2) CERTIFY IN WRITING THAT YOU (a) HAVE NOT ACCESSED OR USED THE SOFTWARE; (b) HAVE REMOVED ALL FILES FROM YOUR COMPUTER; AND (c) HAVE NOT TRANSFERRED
THE SOFTWARE TO ANYONE ELSE. IF YOU DO NOT DO SO WITHIN 30 DAYS FROM THE DATE OF DELIVERY, THEN YOU ARE DEEMED TO HAVE ACCEPTED THE TERMS OF THIS LICENSE.
Grant of License. Subject to the terms and conditions
of this agreement and payment of all applicable fees, ISEE hereby grants to you, as Licensee, a non-exclusive and, except as set forth in this agreement, a
non-assignable and non-transferable, right to install and use the Software.
1.1 Duration of License.
The duration of your license is perpetual, unless a limited subscription time period is specified on your invoice or other agreement with ISEE. A trial license expires thirty (30)
days from the date of the delivery of the Software.
Educational Version. To purchase the Software at a reduced license fee you
must be a Qualified Educational Institution, which is either: (a) a University or College licensed by the appropriate authority, or (b) a kindergarten through twelfth
grade (“K-12”) educational institution licensed by the appropriate authority; or a full or part-time student, faculty, or administrator at a Qualified
Educational Institution. If you purchase an educational version of the Software at the reduced price, you may not use the Software for a non-educational purpose or
sell or transfer it to a non-educator user.
of Software. The Software is licensed, not sold. As Licensee, you own the magnetic or other
physical media on which the Software is recorded, but ISEE retains all right, title, proprietary interest in, and ownership of the Software. The Software and the
accompanying written materials are protected by copyright laws and other intellectual property laws and treaties.
Applicable to All Versions. Any reproduction or redistribution of the Software not in accordance
with this Agreement is expressly forbidden. You may not reverse engineer, decompile, disassemble the Software or modify, adapt, translate or create derivative
works of the Software without the prior written consent of ISEE. You may be held legally responsible for any infringement that is caused or encouraged by your
failure to abide by the terms of this Agreement. You may make one (1) copy of the Software solely for archival or back-up purposes, provided such copy contain
the same proprietary notices as appear in the original copy of the Software.
3.1 Copy Restrictions for Individual License.
Unless you have purchased a Site License, Workshop License, Lab Pack or Student Pack (see below), the license to install and use the Software is “per person”,
and you may not transfer, rent, sell or otherwise share the Software with anyone else. You may, however, install and use the Software on more than one machine for your individual use.
Copy Restrictions for Site and
Workshop Licenses. If you are an entity that has purchased or received a site or workshop license for the Software,
you may install and use an unlimited number of copies of the Software, including on a local area network, within your building or campus.
Copy Restrictions for Lab Packs or
Student Packs. If you are an entity that has purchased a Lab Pack or Student Pack, you may only install and use the
Software on the same number of machines for which you have purchased a license, unless you have installed and use a third party limiting device that ensures that
the correct number of licenses used concurrently is not exceeded.
Additional Restrictions for isee NetSim Software. In order to publish iThink®
or STELLA® models to a web server, you must (a) own a valid license for either iThink® or STELLA®; (b) purchase an isee NetSim Client license; and (c) publish the model
to either the ISEE-affiliated web server (currently Forio Simulate) or to a server for which you have purchased an isee NetSim Server license. The applicable copy
restrictions of sections 3.1 to 3.3 above apply to Client licenses. The Server software is licensed on a per-machine basis, and you may install and use the isee NetSim
Server software on only the number of machines for which you have purchased a license. You may not publish models created by other users unless they also own a valid
license for either iThink® or STELLA® and an isee NetSim Client license.
Transfer Restrictions. The Software is licensed to only you, the Licensee.
Except as provided for in this Agreement, you may not share the Software or transfer, rent, sell, or otherwise dispose of the Software on a temporary or permanent basis
without the prior written consent of ISEE. Notwithstanding the foregoing, for Individual Licenses (See section 3.1 above), you may make a permanent transfer of your
copy of the Software to another individual provided that: (1) you notify ISEE first and; (b) you do not retain any copies of the Software. This permanent transfer
must include all of the Software, including component parts, the media and printed materials, any upgrades and this license agreement. Any authorized transferee of
the Software shall be bound by the terms and conditions of this Agreement.
Additional Licenses and Copyrights. By installing this product, in addition to the
ISEE license terms, you also agree to be bound by the third-party terms specified in the additional-legal-notices document.
ISEE recommends that you review these third-party terms.
This license is effective until terminated. A trial or evaluation license expires at the end of the evaluation
period, and a license issued for a limited time period shall expire at the end of the time period set forth in your invoice or other agreement with ISEE.
You may terminate this license at any time by destroying the Software, related documentation and all allowable copies thereof. This license is subject to
immediate termination if you fail to comply with any provision of this license. Upon termination you shall cease all use of the Software and destroy the
written materials and all allowable copies of the Software (including backup copies).
Limited Warranty on Media.
ISEE warrants the compact disc (CD) on which the Software is recorded to be free from defects in
materials and workmanship under normal use for a period of ninety (90) days from the date of your receipt. ISEE's entire liability and your exclusive
remedy as to the CD shall be replacement of the defective CD that is first returned to us. Any replacement CD will be warranted for the remainder of
the original warranty period or thirty (30) days, whichever is longer.
Disclaimer of Warranty on Software.
THE SOFTWARE, ACCOMPANYING WRITTEN MATERIALS, AND ANY SERVICES PROVIDED IN CONNECTION THEREWITH ARE PROVIDED
"AS IS" WITHOUT WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND, AND ISEE SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND
MERCHANTABILITY. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ISEE, ITS DEALERS, DISTRIBUTORS, AGENTS OR EMPLOYEES SHALL CREATE A WARRANTY, AND
YOU MAY NOT RELY UPON SUCH INFORMATION OR ADVICE.
Limitations of Remedies
. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER ISEE NOR ANYONE ELSE WHO HAS BEEN INVOLVED ON BEHALF OF ISEE IN
THE CREATION, PRODUCTION OR DELIVERY OF THE SOFTWARE, ACCOMPANYING WRITTEN MATERIALS, OR ANY SERVICES PROVIDED IN CONNECTION THEREWITH, SHALL BE LIABLE FOR ANY
SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES (INCLUDING DAMAGE FOR LOSS OF BUSINESS PROFIT, BUSINESS INTERRUPTION, LOSS OF DATA, AND THE LIKE) ARISING OUT OF
THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF ISEE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL ISEE’ TOTAL CUMULATIVE
LIABILITY FOR LOSS OR DAMAGE UNDER THIS AGREEMENT EXCEED THE AMOUNT OF LICENSE FEES PAID BY YOU FOR THE SOFTWARE GIVING RISE TO THE CLAIM.
Export Compliance. You may not export or re-export the Software
in violation of any applicable laws or regulations including, without limitation, U.S. export regulations or the laws of the country in which you reside.
U.S. Government License Rights.
All Software provided to the U.S. Government pursuant to solicitations issued on or after December 1, 1995
is provided with the commercial license rights and restrictions described in this Agreement. All Software provided to the U.S. Government pursuant to
solicitations issued prior to December 1, 1995 is provided with RESTRICTED RIGHTS as provided for in FAR, 48 CFR 52.227-14 (June 1987) or DFAR, 48 CFR
252.227-7013 (October 1988), as applicable.
Choice of Law and Forum
. ThThis Agreement shall be governed by the laws of the State of New Hampshire without regard to that body of
law known as conflicts of law, and excluding the United Nations Convention on Contracts for the Sale of Goods. You agree to submit to personal exclusive
jurisdiction in the State of New Hampshire.
This Agreement constitutes the complete and exclusive statement of the terms of the Agreement regarding
the Software between you and ISEE. It supersedes and replaces any previous or contemporaneous written or oral Agreements and communications relating
to the Software.
No waiver or modification of the terms of this Agreement shall be effective unless ratified in writing
and signed by both you and ISEE. This Agreement will not be amended or modified by the terms of any purchase order or acknowledgement, regardless
of whether ISEE may have accepted or signed the same. Any party’s failure to enforce the provisions of this Agreement shall not constitute
or be construed as a waiver of any other provisions or rights.
If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion
thereof, to be unenforceable, that provision of the Agreement shall be enforced to the maximum extent permissible so as to effect the intent of the
parties, and the remainder of this Agreement shall continue in full force and effect.