This Software License (the "License") constitutes a legally binding agreement between Frontline Systems, Inc. ("Frontline") and the person or organization ("Licensee") acquiring the right to use certain computer program products offered by Frontline (the "Software"), in exchange for Licensee’s payment to Frontline (the "Fees"). The Fees may be zero for some computer program products. Unless replaced by a separate written agreement signed by an officer of Frontline, this License shall govern Licensee's use of the Software. BY DOWNLOADING, ACCEPTING DELIVERY OF, INSTALLING, OR USING THE SOFTWARE, LICENSEE AGREES TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS LICENSE.
Grant of License: Subject to all the terms and conditions of this License, Frontline grants to Licensee a non-exclusive, non-transferable except as provided below, right and license to Use the Software (as the term "Use" is defined below) for the term as provided below, with the following restrictions:
Evaluation License: If and when offered by Frontline, on a one-time basis only, for a limited Term determined by Frontline in its sole discretion, Licensee may Use the Software on one computer (the "PC"), and Frontline will provide Licensee with a license code enabling such Use. The Software must be stored only on the PC. An Evaluation License may not be transferred to a different PC.
Individual License: Upon Frontline’s receipt of payment from Licensee of the applicable Fee for a single-Use license ("Individual License"), Licensee may Use the Software for a limited Term specified as part of the license, on any device where the Licensee is logged in with a verified identity.
"Use" of the Software means the use of any of its functions to define, analyze, solve (using optimization, simulation, data mining or other analytic methods) and/or obtain results for a single user-defined model. Use with more than one model at the same time, whether on one computer or multiple computers, requires more than one license. Use occurs only during the time that the computer’s processor is executing the Software; it does not include time when the Software is loaded into memory without being executed.
Other License Restrictions: The Software includes license control features that may store encoded information about the license type and term; Licensee agrees that it will not attempt to alter or circumvent such license control features. This License does not grant to Licensee the right to make copies of the Software or otherwise enable use of the Software in any manner other than as described above, by any persons or on any computers except as described above, or by any entity other than Licensee. Licensee acknowledges that the Software and its structure, organization, and source code constitute valuable Intellectual Property of Frontline and/or its suppliers and Licensee agrees that it shall not, nor shall it permit, assist or encourage any third party to: (a) copy, modify adapt, alter, translate or create derivative works from the Software; (b) merge the Software into any other software or use the Software to develop any application or program having the same primary function as the Software; (c) sublicense, distribute, sell, use for service bureau use, lease, rent, loan, or otherwise transfer the Software; (d) "share" use of the Software with anyone else; (e) make the Software available over the Internet, a company or institutional intranet, or any similar networking technology, except as explicitly provided in the case of a Flexible Use License; (f) reverse compile, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Software; or (g) otherwise exercise any rights in or to the Software, except as permitted in this Section.
U.S. Government: The Software is provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software - Restricted Rights at 48 CFR 52.227-19, as applicable. Contractor/manufacturer is Frontline Systems, Inc., P.O. Box 4288, Incline Village, NV 89450.
THE SOFTWARE IS PROVIDED "AS IS" AND "WHERE IS" WITHOUT WARRANTY OF ANY KIND; FRONTLINE AND, WITHOUT EXCEPTION, ITS SUPPLIERS DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SOFTWARE OR ANY WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE AND THE SAME ARE HEREBY EXPRESSLY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. WITHOUT LIMITING THE FOREGOING, FRONTLINE DOES NOT REPRESENT, WARRANTY OR GUARANTEE THAT THE SOFTWARE WILL BE ERROR-FREE, UNINTERRUPTED, SECURE, OR MEET LICENSEES’ EXPECTATIONS. FRONTLINE DOES NOT MAKE ANY WARRANTY REGARDING THE SOFTWARE'S RESULTS OF USE OR THAT FRONTLINE WILL CORRECT ALL ERRORS. THE LIMITED WARRANTY SET FORTH IN SECTION 2 IS EXCLUSIVE AND FRONTLINE MAKES NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS WITH RESPECT TO THE SOFTWARE, ANNUAL SUPPORT AND/OR OTHER SERVICES PROVIDED IN CONNECTION WITH THIS LICENSE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT.
LIMITATION OF LIABILITY
IN NO EVENT SHALL FRONTLINE OR ITS SUPPLIERS HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION ANY LOST DATA, LOST PROFITS OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THE SOFTWARE OR THE EXERCISE OF ANY RIGHTS GRANTED HEREUNDER, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL FRONTLINE’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS LICENSE, THE SOFTWARE, AND ANY SUPPORT CONTRACTS PROVIDED BY FRONTLINE TO LICENSEE HEREUNDER, WHETHER IN CONTRACT OR TORT OR OTHERWISE EXCEED THE PRICE OF ONE STANDALONE LICENSE. LICENSEE ACKNOWLEDGES THAT THIS ARRANGEMENT REFLECTS THE ALLOCATION OF RISK SET FORTH IN THIS LICENSE AND THAT FRONTLINE WOULD NOT ENTER INTO THIS LICENSE WITHOUT THESE LIMITATIONS ON ITS LIABILITY. LICENSEE ACKNOWLEDGES THAT THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
REGARDLESS OF WHETHER LICENSEE PURCHASES AN ANNUAL SUPPORT CONTRACT FROM FRONTLINE, LICENSEE UNDERSTANDS AND AGREES THAT ANY RESULTS OBTAINED THROUGH LICENSEE'S USE OF THE SOFTWARE ARE ENTIRELY DEPENDENT ON LICENSEE’S DESIGN AND IMPLEMENTATION OF ITS OWN OPTIMIZATION OR SIMULATION MODEL, FOR WHICH LICENSEE IS ENTIRELY RESPONSIBLE, EVEN IF LICENSEE RECEIVED ADVICE, REVIEW, OR ASSISTANCE ON MODELING FROM FRONTLINE.