Reason Licence Terms & Conditions

PLEASE READ THOROUGHLY BEFORE ACCEPTING 

This licence agreement (Licence) is a legal agreement between you (Licensee or you) and Simomics Limited of Blake House, 18 Blake Street, York, YO1 8QG, England (Licensor, us or we) for: 

• Simomics Reason service and software (Services Software). 

We license use of the Services Software to you on the basis of this Licence. We do not sell the Services Software to you. We remain the owners of the Services Software at all times. 

YOUR USE OF AND ACCESS TO THE WEBSITE AND PRODUCTS AND SERVICES AND ASSOCIATED SOFTWARE (COLLECTIVELY, THE “SERVICES SOFTWARE”) OF SIMOMICS LIMITED IS CONDITIONED UPON YOUR COMPLIANCE WITH AND ACCEPTANCE OF THE TERMS OF THIS LICENCE. 

BY CLICKING/CHECKING THE “I AGREE” BUTTON/BOX, ACCESSING THE SIMOMICS WEBSITE OR BY UTILIZING THE SIMOMICS SERVICES SOFTWARE YOU AGREE TO BE BOUND BY THE TERMS OF THIS LICENCE, IN PARTICULAR, LIMITATIONS ON LIABILITY IN CONDITION 9 AND ALL EXHIBITS, ORDER FORMS, AND INCORPORATED POLICIES (THE “LICENCE”). 

THE SERVICES SOFTWARE ARE NOT AVAILABLE TO PERSONS WHO ARE NOT LEGALLY ELIGIBLE TO BE BOUND BY THESE TERMS AND CONDITIONS. 

IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENCE, WE WILL NOT LICENSE YOUR USE OF THE SERVICES SOFTWARE. 

If you order Services Software through an on-line registration page or an order form (each an “Order Form”), the Order Form may contain additional terms and conditions and information regarding the Services Software you are ordering. Unless otherwise expressly set forth in any such additional terms and conditions applicable to the specific Services Software which you choose to use, those additional terms are hereby incorporated into this Licence in relation to your use of that Software Service. 

System Requirements

Use of the Services Software requires one or more compatible devices and Internet access (fees may apply), and may require obtaining updates or upgrades from time to time. Because use of the Services Software involves hardware, software, and internet access, your ability to access and use the Services Software may be affected by the performance of these factors. High speed internet access is recommended. You acknowledge and agree that such system requirements, which may be changed from time to time, are your responsibility. 

You should print a copy of this Licence for future reference

1. DEFINITIONS

The following definitions will apply in this Agreement, and any reference to the singular includes a reference to the plural and vice versa. 

“End User” means a Host or Participant who uses the Services Software. 

“Initial Subscription Term” means the initial subscription term for the Services Software as specified in an Order Form. 

“Service Effective Date’ means the date an Initial Subscription Term begins as specified in an Order Form. 

“Renewal Term’ means the renewal subscription term for a Services Software commencing after the Initial Subscription Term or another Renewal Term as specified in an Order Form. 

2. CHARGES AND CANCELLATION

You agree that the Licensor may charge to your credit card or other payment mechanism selected by you and approved by the Licensor (“Your Account”) all amounts due and owing for the Services Software, including taxes and service fees, set up fees, subscription fees, or any other fee or charge associated with Your Account 

2.2 

The Licensor may change prices at any time, provided, however, that the Licensor will provide you with prior notice and an opportunity to terminate Your Account if the Licensor changes the price of a Service Software to which you are subscribed. 

2.3 

You agree that in the event the Licensor is unable to collect the fees owed to the Licensor for the Services Software through Your Account, the Licensor may take any other steps it deems necessary to collect such fees from you and that you will be responsible for all costs and expenses incurred by the Licensor in connection with such collection activity, including collection fees, court costs and legal fees. You further agree that the Licensor may collect interest at the lesser of 1.5% per month or the highest amount permitted by law on any amounts not paid when due. 

2.4 

You may cancel your subscription at any time. If you cancel, you will not be billed for any additional terms of service, and service will continue until the end of the current subscription term. If you cancel, you will not receive a refund for any service already paid for. 

3. GRANT AND SCOPE OF LICENCE

3.1

In consideration of payment by you of the agreed licence fee and you agreeing to abide by the terms of this Licence, we hereby grant to you a nonexclusive, non-transferable revocable licence to use the Services Software on the terms of 

this Licence used to generate and access your Data (defined below). 

3.2 

This Licence is granted subject to and in accordance with any relevant third party and open source software licences in respect of such software utilised in the Services Software. 

4. YOUR DATA

4.1 

Your use of the Services Software will generate structured diagrams and associated content (Data) which shall be owned by you. 

4.2 

Your use of the Services Software does not give us any rights to your Data except insofar as is necessary to enable us to make the Services Software available for your use. 

4.3 

You hereby give us your permission at all times during the period of this Licence to access and store your Data in order to provide the hosting and backup services which form part of the Services Software. 

4.4 

By entering into this Licence you agree that we can store your Data in and that you will have access to your Data from infrastructure provided by our hosting service from software configured and maintained by us in the United Kingdom. 

4.5 

(a) The Services Software is accessed by you using password protected user accounts on a web browser (b) You will be required to set up a new password on first login: 

(c) Each user session shall continue until that user logs out or the web browser window is closed. 

4.6 

The services provided by our hosting services will be fully encrypted. 

4.7 

The Licensor will maintain reasonable physical and technical safeguards to prevent unauthorized disclosure of or access to Data, in accordance with industry standards. Simomics will notify you if it becomes aware of unauthorized access to Data. 

5. USE OF SERVICES SOFTWARE AND YOUR RESPONSIBILITIES

5.1 

You may only use the Services Software pursuant to the terms of this Licence. You are solely responsible for your and your end users’ use of the Services Software and shall abide by, and ensure compliance with, all Laws in connection with your and each end user’s use of the Services Software, including but not limited to Laws related to intellectual property, privacy and export control. Use of the Services is void where prohibited. 

5.2 

You may be required to provide information about yourself in order to register for and/or use certain Services Software. You agree that any such information shall be accurate. You may also be asked to choose a username and password. You are entirely responsible for maintaining the security of your user name and password and agree not to disclose such to any third party. 

5.3 

You agree that you are solely responsible for the content (“Content”) sent or transmitted by you or displayed or uploaded by you in using the Services Software and for compliance with all Laws pertaining to the Content, including, but not limited to, Laws requiring you to obtain the consent of a third party to use the Content and to provide appropriate notices of third party rights. You represent and warrant that you have the right to upload the Content to Services Software and that such use does not violate or infringe on any rights of any third party. Under no circumstances will Licensor be liable in any way for any (a) Content that is transmitted or viewed while using the Services Software, (b) errors or omissions in the Content, or (c) any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to Content. Although Licensor is not responsible for any Content, Licensor may delete any Content, at any time without notice to you, if Licensor becomes aware that it violates any provision of this Agreement, or any law. You retain copyright and any other rights you already hold in Content which you submit, post or display on or through, the Services. 

5.4 

You are responsible for the activities of all End Users who access or use the Services Software through your account and you agree to ensure that any such End User will comply with the terms of this Agreement and any Licensor policies. Licensor assumes no responsibility or liability for violations. If you become aware of any violation of this Agreement in connection with use of the Services by any person, please contact support@simomics.com. Licensor may investigate any complaints and violations that come to its attention and may take any (or no) action that it believes is appropriate, including, but not limited to issuing warnings, removing the content or terminating accounts and/or User profiles. Under no circumstances will Licensor be liable in any way for any data or other content viewed while using the Services Software, including, but not limited to, any errors or omissions in any such data or content, or any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to any data or content. 

5.5 

Except as expressly set out in this Licence or as permitted by any local law, you undertake: 

(a) to control use of the Services Software and ensure that the Services Software is used in accordance with the terms of this Licence; and 

(b) not to provide or otherwise make available the Services Software in whole or in part to any person. 

5.6 

You may not reproduce, resell, or distribute the Services Software for any purpose. You may not offer or enable any third parties to use the Services Software purchased by you, display on any website or otherwise publish the Services Software or any content (other than Content created by You) or otherwise generate income from the Services Software or use the Services for the development, production or marketing of a service or product substantially similar to the Services. 

5.7 

You affirm that you are at least 18 years of age and are otherwise fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Licence, and to abide by and comply with this Licence. Your access may be terminated without warning if we believe that you are under the age of 18 or are otherwise ineligible. 

5.8 

The Services Software are intended for personal, business/academic use. You may choose to use the Services Software for other purposes, subject to the terms and Limitations of this Licence. The Services Software provided under this Licence is not intended for use by individuals under the age of 18.

6. RESTRICTIONS

Except as expressly set out in this Licence or as permitted by any local law, you agree that you will not use, and will not permit any End User to use, the Services Software to: 

(a) modify, disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Services Software nor attempt to do any such thing gain access to the source code of the Services Software 

(b) knowingly or negligently use the Services Software in a way that abuses, interferes with, or disrupts the Licensor’s networks, your accounts, or the Services Software; 

(c) engage in activity that is illegal, fraudulent, false, or misleading, 

(d) transmit through the Services Software any material that may infringe the intellectual property or other rights of third parties; 

(e) build or benchmark a competitive product or service, or copy any features, functions or graphics of the Services Software; or 

(f) use the Services Software to communicate any message or material that is harassing, libelous, threatening, obscene, indecent, would violate the intellectual property rights of any party or is otherwise unlawful, that would give rise to civil liability, or that constitutes or encourages conduct that could constitute a criminal offense, under any applicable law or regulation; 

(g) upload or transmit any software, Content or code that does or is intended to harm, disable, destroy or adversely affect performance of the Services Software in any way or which does or is intended to harm or extract information or data from other hardware, software or networks of Licensor or other users of Services Software: 

(h) engage in any activity or use the Services Software in any manner that could damage, disable, overburden, impair or otherwise interfere with or disrupt the Services Software, or any servers or networks connected to the Services Software or Licensor’s security systems. 

(i) use the Services Software in violation of any Licensor policy or in a manner that violates applicable law, including but not limited to anti-spam, export control, privacy, and anti-terrorism laws and regulations and laws requiring the consent of subjects of audio and video recordings, and you agree that you are solely responsible for compliance with all such laws and regulations. 

7. SERVICE LEVEL OBLIGATIONS

7.1

We will provide free of charge during the period of your Licence an on-line ticketing system to report bugs: 

7.2 

If you have any feature requests in respect of the Services Software then we will consider these for implementation but we do not warrant or guarantee to you that we will or can implement any such feature requests. Any features implemented by the Licensor will remain the property of the Liencesor. 

8. INTELLECTUAL PROPERTY RIGHTS

8.1 

You acknowledge that all intellectual property rights in the Services Software anywhere in the world belong to us and/or any relevant third party, that rights in the Services Software are licensed (not sold) to you, and that you have no rights in, or to, the Services Software other than the right to use it in accordance with the terms of this Licence. 

8.2 

You acknowledge that you have no right to have access to the Services Software in source code form. 

9. LIMITATION OF LIABILITY

9.1 

You acknowledge that the Services Software has not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the Services Software are suitable for your requirements. 

9.2 

You acknowledge that we only grant this Licence to you for internal use by you, your, your business or organisation, and you agree not to use the Services Software for any other purposes. 

9.3 

We shall not in any circumstances whatsoever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Licence for: 

(a) loss of profits, sales, business, or revenue; 

(b) business interruption; 

(c) loss of anticipated savings: 

(d) loss or corruption of your Data by us or our hosting service or any other storage provider used by us from time to time; 

(e) loss of business opportunity, goodwill or reputation; or 

(f) any indirect or consequential loss or damage. 

9.4. 

Other than the losses set out in condition 9.3 (for which we are not liable), our maximum aggregate liability under or in connection with this Licence whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to a sum equal to the licence fee paid to us under this Licence. This maximum cap does not apply to condition 9.5. 

9.5 

Nothing in this Licence shall limit or exclude our liability for: 

(a) death or personal injury resulting from our negligence; 

(b) fraud or fraudulent misrepresentation; 

(c) any other liability that cannot be excluded or limited by English law. 

9.6 

This Licence sets out the full extent of our obligations and liabilities in respect of the supply and your use of the Services Software. Except as expressly stated in this Licence, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning our supply or your use of the Services Software which might otherwise be implied into, or incorporated in, this Licence whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law. 

9.7 

You agree to indemnify, defend and hold harmless Licensor, its affiliates, officers, directors, employees, consultants, agents, suppliers and Resellers from any and all third party claims, liability, damages and/or costs (including, but not limited to, legal fees) arising from your use of the Services Software, your violation of this Licence or the infringement or violation by you or any other user of your account, of any intellectual property or other right of any person or entity or applicable law. 

10. TERM AND TERMINATION

10.1 

This Licence is granted to you for a period set out on the Order Form from its date unless terminated early under condition 10.2. 

10.2 We may terminate this Licence immediately by written notice to you: 

(a) if you commit a material or persistent breach of this Licence which you fail to remedy (if remediable) within 7 days after the service of written notice requiring you to do so; 

(b) become insolvent or enter into any proceedings or any proceedings are brought against you in respect of your insolvency. 

10.3 The Licensor website contains information on how to terminate your subscription. 

Your Order Form may provide that a Renewal Term will begin automatically unless either party provides notice of termination at least thirty (30) days prior to the commencement of the next Renewal Term. 

10.4 

Sections 1 through 6 and 8 through 16, inclusive, shall survive any termination of this Licence 

10.5 Upon termination of this Licence for any reason: 

(a) all rights granted to you under this Licence shall cease; and 

(b) you must immediately cease all activities authorised by this Licence. 

(c) we shall authorise our hosting service (or any other third-party data storage facility) to remove and destroy your Data (and you hereby consent to this) unless you enter into a new contract with our hosting service (or such other third party) for the continued storage and access to your Data within 7 days of the date of termination. 

11. COMMUNICATIONS BETWEEN US

11.1 

Please note that any notice given by you to us, or by us to you, will be deemed received and properly served 24 hours after an email is sent (and in the case of emails sent to us at our email address support@simomics.com) or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, such e-mail was sent to the specified email address of the addressee. 

12. EVENTS OUTSIDE OUR CONTROL

12.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this Licence that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below in condition 11.2. 

12.2 An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation failure of public or private telecommunications networks or any failure of our hosting service or any other third party used to store your Data. 

12.3 If an Event Outside Our Control takes place that affects the performance of our obligations under this Licence: 

(a) our obligations under this Licence will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control; and 

(b) we will use our reasonable endeavours to find a solution by which our obligations under this Licence may be performed despite the Event Outside Our Control 

13. PROPRIETARY RIGHTS

13.1 

The Licensor and/or its suppliers, as applicable, retain ownership of all proprietary rights in the Services Software and in all trade names, trademarks, service marks, logos, and domain names associated or displayed with the Services Software. You may not frame or utilize framing techniques to enclose any proprietary information (including images, text, page layout, or form) without express written consent. You may not use any meta tags or any other “hidden text” utilizing proprietary information without the Licensor’s express written consent. 

14. INJUNCTIVE RELIEF

14.1 

You acknowledge that any use of the Services contrary to this Agreement, or any transfer, sublicensing, copying or disclosure of technical information or materials related to the Services Software, may cause irreparable injury to the Licensor, its affiliates, suppliers and any other party authorized by the Licensor to resell, distribute, or promote the Services Software (“Resellers”), and under such circumstances the Licensor, its affiliates, suppliers and Resellers will be entitled to equitable relief, without posting bond or other security, including, but not limited to, preliminary and permanent injunctive relief. 

15. PRIVACY AND OTHER POLICIES

15.1 Use of the Services Software is also subject to the Licensor’s Privacy Policy, a link to which can be found by selecting “Privacy Policy” in the footer of the Licensor’s website. The Privacy Statement, and all policies noticed at www.simomics.com are incorporated into this Licence by this reference. Furthermore, if your use of the Services Software requires the Licensor to process any personally identifiable information (“PII” or “Personal Data”) the Licensor shall do so at all times in compliance with GDPR regulations. Additionally, you understand and agree that the Licensor may contact you via email or otherwise with information relevant to your use of the Services software, regardless of whether you have opted out of receiving marketing communications or notices. 

16. OTHER IMPORTANT TERMS

16.1 

We may transfer our rights and obligations under this Licence to another organisation, but this will not affect your rights or our obligations under this Licence. 

16.2 

You may only transfer your rights or your obligations under this Licence to another person if we agree in writing. 

16.3 

This Licence constitutes the entire agreement between us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter. You agree that you shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Licence. You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Licence. 

16.4 

If we fail to insist that you perform any of your obligations under this Licence, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you. 

16.5 

Each of the conditions of this Licence operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect. 

16.6 

This Licence, its subject matter and its formation (and any contractual disputes or claims) are governed by English law. We both irrevocably agree to the exclusive jurisdiction of the courts of England and Wales. 

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