This Agreement sets forth the terms and conditions under which the software known as Simp(TM) Pro will be licensed by Secway SARL ("Secway") to you ("Licensee").

IMPORTANT: BY CLICKING THE ACCEPTANCE BUTTON OR INSTALLING OR USING OR DISTRIBUTING SIMP PRO (THE "PRODUCT") OR ANY OF ITS FILES (THE "PACKAGE"), THE INDIVIDUAL OR ENTITY LICENSING THE PRODUCT ("LICENSEE") IS CONSENTING TO BE BOUND BY AND IS BECOMING A PARTY TO THIS AGREEMENT. IF LICENSEE DOES NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, THE BUTTON INDICATING NON-ACCEPTANCE MUST BE SELECTED, AND LICENSEE MUST NOT INSTALL OR USE THE SOFTWARE.

1.       LICENSE AGREEMENT.  This license agreement governs the obtaining, use, duplication, distribution, and modification of the Product and its package. Use, duplication, distribution or modification of the Product and its package implies the acceptation of this license agreement.  

2.       LICENSE GRANT.

a.       Secway grants Licensee a non-exclusive and non-transferable license to reproduce and use for personal or business purposes the executable code version of the Product, provided any copy must contain all of the original proprietary notices.

b.       Each License entitles Licensee to install and use one copy of the Product on a single computer.

c.       This license does not entitle Licensee to receive from Secway hard-copy documentation.

d.       This license entitles Licensee to receive technical support by e-mail and enhancements or updates to the Product during 1 (one) year, starting from the purchase date.

e.       Licensee may not customize the Product unless he has received a written agreement from Secway. In this case, the exact terms and extends of this customization are to be found in the written agreement.

f.         Licensee is allowed to redistribute the Product internally only, in accordance with paragraph 3. of the present Agreement.

g.       Licensee may create copies of the Product in its installable or installed form solely for backup or archival purposes.

3.       RESTRICTIONS.

a.       Except as otherwise expressly permitted in this Agreement, Licensee may not:

                                                               i.      modify or create any derivative works of the Product or documentation, including translation or localization

                                                             ii.      redistribute to third parties, encumber, sell, rent, lease, sublicense, or otherwise transfer rights to the Product

                                                            iii.      remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Product

                                                            iv.      publish any results of benchmark tests or evaluation or reverse engineering (see below) run on the Product to a third party without Secway’s prior written consent, which cannot be refused without any  valid reason.

b.       Redistribution of the product may be done by storing or installing it on a network server or any other storage device used only to install or run the Product on other computers of the internal network. However, each further installation and/or use  of the Product on those other computers must be covered by its own License, meaning that the number of installed or in-use Products at the Licensee shall not exceed the total number of Licenses he acquired. 

c.       Decompilation, disassembly, reverse engineering or any attempt to derive the source code for the Product is allowed for verification purposes only.

4.       FEES.

a.       There is a license fee for the Product. That fee is to be found on Secway’s web site on the Internet, at https://www.secway.fr/

b.       Secway reserves the right to modify the license fee at anytime, without any notice and without passing it to existing Licensees.

c.       If the Licensee wishes to receive the Product on media, there may be a small additional charge for the media and for shipping and handling.

d.       Licensee is responsible for any and all taxes.

5.       TERMINATION.

a.       Without prejudice to any other rights, Licensor may terminate this Agreement if Licensee breaches any of its terms and conditions. Upon termination, Licensee shall destroy all copies of the Product. In that case, license fees or additional charges will not be refunded.

6.       PROPRIETARY RIGHTS.

a.       Title, ownership rights, and intellectual property rights in the Product shall remain in Secway and/or its suppliers.

b.       Licensee acknowledges such ownership and intellectual property rights and will not take any action to jeopardize, limit or interfere in any manner with Secway’s or its suppliers' ownership of or rights with respect to the Product.

c.       The Product is protected by copyright and other intellectual property laws and by international treaties.

d.       Title and related rights in the content accessed through the Product is the property of the applicable content owner and is protected by applicable law. The license granted under this Agreement gives Licensee no rights to such content. 

e.       The names Secway, Simp or Simp Pro may not be used to endorse or promote products derived from this software without specific prior written permission.

7.       DISCLAIMER OF WARRANTY. THERE IS NO WARRANTY FOR THE PROGRAM, TO THE EXTENT PERMITTED BY APPLICABLE LAW. EXCEPT WHEN OTHERWISE STATED IN WRITING THE COPYRIGHT HOLDERS AND/OR OTHER PARTIES PROVIDE THE PROGRAM "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE PROGRAM IS WITH YOU. SHOULD THE PROGRAM PROVE DEFECTIVE, YOU ASSUME THE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION.

8.       LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL LICENSOR OR ITS SUPPLIERS OR RESELLERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE PRODUCT, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. IN ANY CASE, LICENSOR'S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL NOT EXCEED IN THE AGGREGATE THE SUM OF THE FEES LICENSEE PAID FOR THIS LICENSE (IF ANY) AND FEES FOR SUPPORT OF THE PRODUCT RECEIVED BY SECWAY UNDER A SEPARATE SUPPORT AGREEMENT (IF ANY), WITH THE EXCEPTION OF DEATH OR PERSONAL INJURY CAUSED BY THE NEGLIGENCE OF LICENSOR TO THE EXTENT APPLICABLE LAW PROHIBITS THE LIMITATION OF DAMAGES IN SUCH CASES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS EXCLUSION AND LIMITATION MAY NOT BE APPLICABLE. SECWAY IS NOT RESPONSIBLE FOR ANY LIABILITY ARISING OUT OF CONTENT PROVIDED BY LICENSEE OR A THIRD PARTY THAT IS ACCESSED THROUGH THE PRODUCT AND/OR ANY MATERIAL LINKED THROUGH SUCH CONTENT.

9.       ENCRYPTION. The Product containing encryption algorithms that may be forbidden by certain legislations or in certain parts of the World, Licensee must ensure himself that he has the legal right to import and/or use the Product. When redistributing copies of the Product in accordance with 1. and 2., the Licensee shall also ensure that he has the legal right to redistribute such copies, especially when exporting them.

10.   HIGH RISK ACTIVITIES. The Product is not fault-tolerant and is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems, in which the failure of the Product could lead directly to death, personal injury, or severe physical or environmental damage ("High Risk Activities"). Accordingly, Licensor and its suppliers specifically disclaim any express or implied warranty of fitness for High Risk Activities. Licensee agrees that Licensor and its suppliers will not be liable for any claims or damages arising from the use of the Product in such applications. 

11.   MISCELLANEOUS.

a.       This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof.

b.       This Agreement may be amended only by a writing signed by both parties.

c.       Except to the extent applicable law, if any, provides otherwise, this Agreement shall be governed by the laws of France.

d.        If any provision in this Agreement should be held illegal or unenforceable by a court having jurisdiction, such provision shall be modified to the extent necessary to render it enforceable without losing its intent, or severed from this Agreement if no such modification is possible, and other provisions of this Agreement shall remain in full force and effect.

e.       The controlling language of this Agreement is French. If Licensee has received a translation into another language, it has been provided for Licensee's convenience only.

f.         A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, shall not waive such term or condition or any subsequent breach thereof.

g.       The provisions of this Agreement which require or contemplate performance after the expiration or termination of this Agreement shall be enforceable notwithstanding said expiration or termination.

h.       Licensee may not assign or otherwise transfer by operation of law or otherwise this Agreement or any rights or obligations herein except in the case of a merger or the sale of all or substantially all of Licensee's assets to another entity.

i.         This Agreement shall be binding upon and shall inure to the benefit of the parties, their successors and permitted assigns.

j.         Neither party shall be in default or be liable for any delay, failure in performance (excepting the obligation to pay) or interruption of service resulting directly or indirectly from any cause beyond its reasonable control.

k.       The relationship between Licensor and Licensee is that of independent contractors and neither Licensee nor its agents shall have any authority to bind Licensor in any way.

l.         If any dispute arises under this Agreement, the prevailing party shall be reimbursed by the other party for any and all legal fees and costs associated therewith.

m.     The headings to the sections of this Agreement are used for convenience only and shall have no substantive meaning.

n.       Licensor may use Licensee’s name in any customer reference list or in any press release issued by Licensor regarding the licensing of the Product and/or provide Licensee’s name and the names of the Product licensed by Licensee to third parties.