Sigasi Software License Agreement

SIGASI SOFTWARE LICENSE AGREEMENT REVISION 2018-01-30

Carefully read all terms and conditions of this Software License Agreement before you use the Software

This Software License Agreement (the “Agreement”) is a legally binding agreement between the User of the software (the “User”) and SIGASI nv (“SIGASI”), seated at Kerkstraat 108, 9050 Gentbrugge, Belgium. By using, installing or clicking the acceptance button of the software (as updated by SIGASI from time to time, the “Software”), the User is accepting to be bound by all of the terms and conditions of this Agreement.

1. Grant of License.

The Software and all accompanying documentation (the “Documentation”) are licensed to the User, under the terms and conditions set forth in this Agreement. Subject to such terms and conditions SIGASI hereby grants to the User a non-exclusive, non-transferable right to use the Software and the Documentation and to the extent permitted by payment of applicable license fees, if any, under an approved licensing model and/or a Software License Key. Depending upon the model utilized to compute the applicable license fees paid by the User to use the Software (whether per Processor, per user, or any other approved licensing model), an applicable Software License Key may limit usage of the Software accordingly. The User may use the Software on a single computer (node-locked license or floating licensing) located in a country to which the Software is legally exported. The software may not be exported or re-exported to certain countries or to persons or entities prohibited from receiving U.S. exports (including those (a) on the Bureau of Industry and Security Denied Parties List or Entity List, (b) on the Office of Foreign Assets Control list of Specially Designated Nationals and Blocked Persons, and (c) involved with missile technology or nuclear, chemical or biological weapons).

2. Limitations on Use.

The User will not modify or translate the Software or the Documentation without the prior written consent of SIGASI. The User will not reverse engineer, decompile, disassemble or otherwise attempt to recreate the source code of the Software. The User will not separate from the Software any of the component parts of the Software.

3. Limitations on Duplication.

The User may not make any copies of the Software or the Documentation, provided, however, that the User may make a reasonable number of copies of the Software or the Documentation solely for backup or archival purposes if such copy of the Software or Documentation contains the notation “Copyright SIGASI”. The User will not publish any printed, online or electronic documentation other than solely for private or internal servicing, operating or training purposes.The User may not remove any titles, trademarks or trade names, copyright notices, or other proprietary markings on the Software. SIGASI retains all rights not expressly granted to the User under this Agreement.

4. Limitations on Transfer.

The User will not sell, rent, lease or otherwise transfer any or all of the Software, the Documentation or any copies thereof, without the prior written consent of SIGASI. The User will not sublicense, assign, delegate, rent, lease or otherwise transfer any or all of its rights under this Agreement to any third party.

5. Ownership and Copyright.

The User has not acquired, by virtue of this Agreement, any right of ownership in or to the Software, the Documentation or any related patent, copyright, trademark or other intellectual property right. By virtue of this Agreement, the User has acquired a right of limited usage solely in and to the physical media on which the Software and the Documentation are recorded or fixed. SIGASI, its licensors and their respective licensors retain all right, title and interest in and to the Software, the Documentation and any and all copies thereof, except for the rights expressly granted to the User pursuant to this Agreement and as may be granted by SIGASI from time to time. Such right, title and interest of SIGASI is, and such right, title and interest of SIGASI’s licensors and their respective licensors may be protected by applicable copyright laws and international treaties.

6. Term and Termination.

This Agreement remains effective until expiration or termination. This Agreement will immediately terminate upon notice if the User exceeds the scope of license granted. For any other material breach under this Agreement, SIGASI may terminate this Agreement upon 30 days written notice if the User is in material breach and fails to cure such breach within the 30 day notice period. If a Software license was provided for limited term use, such license will automatically terminate at the end of the authorized term. The agreement shall be extended in case of timely payment of the license fees by the User.

If the User fails to comply with any of the terms and conditions set forth in this Agreement, then (a) this Agreement will automatically terminate, (b) notwithstanding such termination, the User will (i) destroy or permanently erase the Software and any and all copies thereof and (ii) destroy the Documentation and any and all copies thereof, and (c) SIGASI may exercise any or all remedies available to it under applicable laws. In addition, the User may terminate this Agreement at any time by (a) destroying or permanently erasing the Software and any and all copies thereof and (b) destroying the Documentation and any and all copies thereof. In case the User terminates this Agreement, SIGASI shall not refund any license fees paid by the User partially or totally.

7. Support.

SIGASI may offer support for installing, maintaining and operating the Software, at its own discretion and on a best-effort basis. The User thereto can contact SIGASI via the support pages at https://www.sigasi.com .

8. Debug and usage information.

The Software can at certain intervals contact an online service, operated by SIGASI. The Software can transmit certain debug information and usage information to such service, subject to approval of the User. SIGASI will only use such information for the purpose of improving its products and for future product planning. The User will be able to inspect which information is being sent and will be able to cancel the transmission. SIGASI will not disclose such information, unless in a sufficiently aggregated and anonymized form.

9. NO WARRANTIES (LIMITED WARRANTY).

Sigasi declares it has all rights to enter into this agreement. THE SOFTWARE IS MADE AVAILABLE TO THE USER ON AN “AS IS” BASIS WITHOUT ANY EXPRESS, IMPLIED OR STATUTORY WARRANTIES WHATSOEVER, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Some jurisdictions may not permit the exclusion of implied warranties; so the above exclusion may not apply to the User. The User may have other rights that vary from jurisdiction to jurisdiction. If during the evaluation period the Software does not substantially conform to the description contained in the applicable end user documentation, the Users’ sole remedy will be that Sigasi shall refund the license fees paid, if any, related to the Software provided that (a) the Software has been properly installed and used at all times an in accordance with the instructions in the applicable end user documentation (b) no modification, alteration or addition has been made to the Software product by persons other than Sigasi and (c) Sigasi receives written notice of the non-conformity within 30 days (following shipment of the first Software License Key). SIGASI may from time to time, in its sole discretion, make available to the User, without charge, updates to the Software or the Documentation. No such action will create any warranty obligation on the part of SIGASI

10. LIMITATION OF LIABILITY.

IN NO EVENT WILL SIGASI, ITS DISTRIBUTORS, ITS LICENSORS, OR THEIR RESPECTIVE LICENSORS BE LIABLE FOR ANY DAMAGES OR OTHER RELIEF WHATSOEVER ARISING OUT OF USER’S USE OR INABILITY TO USE THE SOFTWARE OR THE DOCUMENTATION, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST BUSINESS OR LOST OPPORTUNITY OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL OR EXEMPLARY DAMAGES OR LEGAL FEES ARISING OUT OF SUCH USE OR INABILITY TO USE THE SOFTWARE, EVEN IF SIGASI, ITS DISTRIBUTORS, ITS LICENSORS OR THEIR RESPECTIVE LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Some jurisdictions may not permit the exclusion or limitation of incidental or consequential damages; so the above exclusion or limitation may not apply to the User. SIGASI, its distributors and licensors’ liability under this Agreement will not, in any event, exceed the license fees, if any, paid by the User for the Software licensed under this Agreement. In case an electronic circuit designed using the SIGASI software does not function properly, SIGASI will not be responsible thereof. The User must validate the code and the electronic circuit in accordance with the industrial standards.

11. Governing Law.

This Agreement will be governed by and construed in accordance with the laws of Belgium, without giving effect to the conflicts of laws principles thereof.

12. Other Terms.

Additional or different terms and conditions may be applicable to the User if so agreed in writing by SIGASI, its distributors, its licensors and/or their respective licensors.

13. Open Source & Third Party Software.

The Software may contain Open Source Software, Plug-ins and Third Party Software.

By using the Software the User agrees to all the respective terms and conditions, which he or she can consult via the “About Sigasi Studio” menu in the “Help” or “Sigasi” tab. By clicking “Installation Details” and selecting the “Plug-ins” tab the User can access a full list of the above. The User selects each plug-in and clicks “Legal Info” at the bottom left of the window to consult the terms and conditions of the applicable license.