This software license agreement ("Agreement") is between you and FlexSim Software Products, Inc., a Utah corporation ("FlexSim"). In this Agreement, the capitalized term "Software" means the FlexSim Simulation Software or derivatives thereof, along with any of its installers, utility programs, modules, libraries, components, or accompanying assets (documentation, files, images, 3D shapes, etc.).
You and FlexSim agree as follows:
Installing the Software requires your affirmative acceptance of this Agreement and legally binds you to its terms and conditions.
Updates to the Agreement
FlexSim may modify this Agreement to reflect changes to the law, to the Software, or to FlexSim's services or practices. As installing the Software requires your affirmative acceptance of this most recent revision of this Agreement, this latest revision supersedes any terms you agreed to in conjunction with previous Software installations.
The Software is owned by FlexSim or its licensors and is protected under U.S. copyright laws and international treaty provisions, as well as other intellectual property laws and treaties. The Software is licensed, not sold. FlexSim reserves all other rights.
Grant of License
FlexSim grants you a license to use the Software only in accordance with this Agreement. A license is granted under one or more of the following models:
- Express Mode: Without a license key applied, the Software is in Express mode ("Express"). This is the Software's default state. Express has certain feature and usage limitations. You may use Express only to evaluate the Software or to view a simulation model. Use of Express for aiding in business decisions, obtaining results or data, or other educationally or commercially beneficial purposes beyond evaluation and model viewing is prohibited and requires a valid license key.
- License Key: Applying a license key to the Software enables additional features and allowed uses of the Software beyond what is allowed by Express. A license key defines attributes such as:
Contact your local FlexSim representative for information on acquiring a license key or to obtain a trial key.
- a particular software product and version;
- a certain class of use (commercial, educational, runtime only, etc.);
- a specified number of seats, where each seat is licensed for use by one concurrent user;
- a duration or expiration date;
- a renewal model for updates and support (timed, subscription, maintenance-based, etc.);
- a licensing methodology (direct activation, license server, etc.).
Regional Licensing Requirements
A license key is acquired by a person, organization, or other legal entity domiciled within a certain sovereign country or territory ("Licensee"). The Licensee is recognized as a standalone legal entity separate from any other related entities, under shared ownership or otherwise. A license key must be used exclusively by the Licensee and only within that country or territory where the Licensee is domiciled, unless otherwise permitted under a separate global license agreement you have entered into with FlexSim.
Scope of License
You may use the Software only as expressly permitted in this Agreement. Without the express written permission of FlexSim, you must not
- assign or otherwise transfer this Agreement or your rights and obligations under this Agreement, in whole or in part;
- assign, sell, sublicense, rent, lease, lend, share, give, or in any other way transfer a license to use the Software, a license seat, or a license key to any person or entity external to the Licensee;
- allow the Software to be accessed, via remote connection or otherwise, by any person or entity external to the Licensee, regardless of whether such access is through the Software's interfaces or through the transfer of views, events, results, or other data from the Software through any intermediate program, protocol, or interface;
- offer for download or otherwise distribute the Software external to the Licensee;
- use the Software outside the scope intended by an applied license key's various attributes (an educational key must not be used for commercial purposes; seat counts or time durations must not be exceeded; etc.);
- circumvent technological measures intended to control access to the Software;
- copy, modify, create derivative works of, translate, or alter the Software;
- reverse program, disassemble, decompile, or otherwise reverse engineer the Software;
- use the Software in any way that is against the law or to create or propagate malware; or
- use the Software except as expressly permitted in this Agreement.
The Software may communicate to FlexSim system and license information necessary to perform license key actions including validation, activation, return, removal, repair, upgrade, and enabling/disabling of the license. Such information includes:
- Non-identifying information: Software version info, operating system version info, hardware information such as CPU, RAM, and graphics, unique one-way system hashes, and the type and datetime of the license action.
- Personally Identifiable Information: Some information sent to FlexSim could be used or combined with other data to directly identify you. This information is limited to your license key information, your computer's name and domain, the username of the person logged in at the time of the licensing action, and the public IP address used in the action. This information constitutes your license action history and is available for your review within your online account, allowing you to track your license and analyze license utilization.
License actions are initiated by you or automatically, such as in the event of notification to FlexSim, by you or FlexSim's authorized representative or the Software itself, that a license key is lost, expired, returned, timed out, stolen, disabled, broken, outdated, or otherwise in need of maintenance. Issues such as failure to validate or a determination by FlexSim or FlexSim's authorized representative of unauthorized or fraudulent use of the Software may result in reduced functionality, inoperability of the Software, or a suspension, invalidation, or termination of the license key.
The Software has the ability to communicate online to display dynamic content, to submit analytics and telemetry reports, and to check for updates. View, enable, or disable these options from the Software's main menu, under File > Global Preferences > Dynamic Content.
- Dynamic content: Announcements, notifications, promotions, tutorials, documentation, videos, sample models, and other materials and information as FlexSim deems appropriate may be displayed in the Software. This feature is enabled by default.
- Analytics and telemetry: To help us improve the Software you may allow FlexSim to receive bug reports or information about Software feature use, along with system information to help us know what kind of operating systems and hardware are used for the Software. This feature is disabled by default. Models, modules, libraries, objects, and other data created by you using the Software are your intellectual property owned exclusively by you and are never sent to FlexSim as part of analytics and telemetry.
- Updates: Check for, download, and install updates from FlexSim, including patches, bugfixes, and feature releases. This feature is enabled by default.
Our privacy statement is located at https://flexs.im/privacy.
FlexSim recommends always using the latest Software version to take advantage of improvements and bug fixes that make your simulations more stable, more powerful, and easier to build. If you must use an older version, knowing key end-of-life dates will help you make informed decisions about when to upgrade.
The Software is developed for use with contemporaneous hardware, operating systems, and drivers. As third parties phase out these technologies, FlexSim must discontinue support for Software versions developed for use with those technologies. In addition, as usage of older versions decreases, FlexSim must devote its resources to more recent Software versions to best serve the majority of our customers who stay current on Software maintenance and updates.
FlexSim will maintain license key infrastructure necessary for a given Software version, and will provide technical support for that version for licensed users under current maintenance, until that Software version reaches its end-of-life, according to the following schedule:
FlexSim versions before 7.7,
FlexSim HC versions before 5.3
|December 31, 2020
FlexSim versions 7.7-16.2,
FlexSim HC version 5.3
|June 30, 2022
FlexSim versions 17.0-19.2
||December 31, 2023
|FlexSim versions 20.0 and later
||4 years from release
After a Software version has reached end-of-life, that version may continue to work on the computer where it is installed and licensed, but it is no longer eligible for technical support and FlexSim cannot guarantee that license key infrastructure will remain in place to move the key to another computer. Contact your local FlexSim representative for information on renewing maintenance and upgrading to the latest version of the Software.
The Software incorporates software and libraries developed by others which are redistributed according to license agreements. License terms, notices, and acknowledgements, if any, for these third-party components are listed both within the Software and at https://flexs.im/third-party.
Certain uses of the Software by you may be subject to restrictions under U.S. regulations relating to exports and ultimate end uses of computer software. You agree to fully comply with all applicable U.S. laws and regulations, including but not limited to the Export Control Reform Act of 2018 as amended from time to time and any regulations promulgated thereunder.
U.S. Government Restricted Rights
If you are acquiring the Software on behalf of any unit or agency of the United States Government, the following provision applies: It is acknowledged that the Software was developed at private expense and that no part is in the public domain and that the Software is provided with restricted rights. Use, duplication, or disclosure by the 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.
- This Limited Warranty applies starting from your date of license key acquisition and extends for the duration of your current paid subscription or maintenance term.
- This Limited Warranty does not apply to any Software that has been altered, damaged, abused, misapplied, reached end-of-life, or used other than in accordance with this Agreement and the Software's documentation.
- FlexSim warrants that the Software will perform substantially in accordance with its accompanying documentation. FlexSim does not warrant that the Software is error-free or that the Software will operate without interruption.
- FlexSim's entire liability and your exclusive remedy under this Limited Warranty will be limited to either, at FlexSim's option, technical support for or replacement of the Software; or if technical support or replacement is not practicable, refund of any unused subscription or maintenance fees.
- THIS LIMITED WARRANTY IS IN LIEU OF AND EXCLUDES ALL OTHER WARRANTIES NOT EXPRESSLY SET FORTH HEREIN, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTIES ARISING FROM USAGE OF TRADE OR COURSE OF DEALING. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHERS WHICH VARY FROM STATE TO STATE.
Intellectual Property Indemnity
- FlexSim represents and warrants that it is the sole owner of the Software or has procured the Software under valid licenses from the owners thereof, and FlexSim further represents and warrants that it has full power and authority to grant a license to such Software and to extend the rights herein granted without the consent of any other party.
- FlexSim shall defend, indemnify, and hold you harmless from and against any and all third party claims and liabilities, regardless of the form of action, arising out of or in connection with a claim that the Software, when used within the scope of this Agreement, infringes, violates or misappropriates a valid third party patent, copyright or other proprietary right, provided that FlexSim is notified promptly in writing of the action, you have not reached any compromise or settlement of such action or made any admissions in respect of the same, and FlexSim is given the option, at its expense, to control the action and all requested reasonable assistance to defend the same.
- FlexSim shall pay all damages and costs incurred by you with respect to such suits or proceedings, but FlexSim shall not be responsible for any compromise made by you or your agents without FlexSim's consent.
- If such Software is held by a court of competent jurisdiction to constitute infringement, and its use is enjoined, FlexSim shall, at its own expense, either promptly procure the right for continued use of such Software by you, or, if the performance thereof will not thereby be materially adversely affected, promptly replace or modify the Software so that it becomes non-infringing. If neither of the actions specified for FlexSim in the preceding sentence is commercially feasible, then as a last resort, FlexSim shall accept return of such Software license keys and refund to you any unused subscription or maintenance fees.
Limitation of Liability
- EXCEPT WITH RESPECT TO FLEXSIM'S INDEMNIFICATION OBLIGATIONS SET FORTH ABOVE, IN NO EVENT SHALL FLEXSIM BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE OR PROFIT, LOST OR DAMAGED DATA OR OTHER COMMERCIAL OR ECONOMIC LOSS, EVEN IF FLEXSIM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR THEY ARE FORESEEABLE.
- EXCEPT WITH RESPECT TO FLEXSIM'S INDEMNIFICATION OBLIGATIONS SET FORTH ABOVE, IN NO EVENT SHALL FLEXSIM'S MAXIMUM AGGREGATE LIABILITY FOR DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE EXCEED THE AGGREGATE AMOUNT PAID BY YOU TO FLEXSIM FOR THE LICENSE FEES.
Applicable Law and Place to Resolve Disputes
This Agreement shall be governed by and construed in accordance with Utah law, regardless of conflict of law principles. If U.S. federal jurisdiction exists, you and FlexSim consent to exclusive jurisdiction and venue in the federal court in Salt Lake County, Utah for all disputes heard in court. If not, you and FlexSim consent to exclusive jurisdiction and venue in the Utah County Justice Court, Utah for all disputes heard in court.
You may terminate the license and this Agreement at any time by completing a license return action for all activated Software license keys and uninstalling all installations of the Software. If you still have an obligation under terms of a purchase agreement, such obligation remains in place.
Any translation of this Agreement is for convenience only and in the event of a dispute between the English and any non-English versions, the English version of this Agreement shall govern.
This Agreement, together with all order forms or quotations, constitutes the entire agreement between you and FlexSim pertaining to its subject matter, and supersedes any and all written or oral agreements previously existing between you and FlexSim with respect to such subject matter.