Vensim® Software License

This License applies to all versions or configurations of Vensim software that have been supplied to you and is a legally binding agreement between you as a Vensim User (either on behalf of yourself or on behalf of an entity of which you are an authorized representative) and Ventana Systems, Inc. (“Ventana”).If you are using a Vensim configuration provided at no cost, it is still subject to this License. If you are installing an upgrade, this License replaces the original license, which is terminated.

1. GRANT OF LICENSE. Ventana grants you a non-exclusive right only to install one copy, including all components, of the Vensim software program (the “Software”) and to use the installed Software under the following conditions. You may either: (a) install the Software on a single computer allowing access at a single physical point by a single individual (which may include you and other individual users) at any one time or (b) install it only for your own use on one to three computers providing that only one installation is in use at any one time and all installations are used exclusively by you or (c) install the Software on a single virtual machine or physical computer that provides a service or conducts batch computations in response to tasks or queries originating within your own organization. You may use the Software in presentations and face-to-face or virtual meetings provided that you are present and active in the discussion. No other right, including any right to copy, use, display, enhance, modify, or distribute the Software, is granted by this License. The right to use the Software terminates upon the violation of any provision of this License.

2. RESTRICTIONS ON USE. You may not (a) use the Software to provide web or other network services to anyone outside your organization who does not hold a valid license to the Software, (b) use the Vensim Model Reader for the development of applications using the Vensim DLL, or (c) use any limited time evaluation version of the Software for any purpose other than evaluation of the Software during that period for suitability of use.

3. TERM AND MAINTENANCE. Provided that you are not in violation of any material provision of this License, your License to use the Software is granted in perpetuity, except that your License for a limited time version of the Software expires at the end of the specified time. If the Software you have is not a limited time version you may continue to use the Software that you have installed for as long as you like. Access to more recent versions of the Software, bug fixes, and technical support may require the payment of maintenance or upgrade fees.

4. PROPRIETARY RIGHTS. The Software is proprietary to Ventana and contains valuable trade secrets of Ventana. All copyright, patent, trade secret, trademark, and other intellectual property rights in the Software are and shall remain the valuable property of Ventana. You may not reverse engineer, decompile, or disassemble the Software. You agree to take all necessary steps to ensure that the provisions of this License are not violated by you or by any person under your control or in your service. Any updates, revisions, enhancements, additions, or conversions to the Software supplied by Ventana shall be subject to this License.

5. REPRODUCTION AND COPYRIGHT. The Software is protected by United States copyright laws and international treaty provisions. Once installed, you may not copy, allow anyone else to copy, or otherwise reproduce any part of the Software or installed support files without the prior written consent of Ventana, except that you may make one copy solely for backup or archival purposes, and you may copy or use vensim.jar or simdll32.dll as noted in Paragraph 13. You may keep copies of the installation files for archival or backup purposes. You may provide the installation files for Vensim PLE and the Vensim Model Reader to other individuals, but publication of these installation programs using the Web, a CD-ROM, or any other medium is prohibited without the prior written consent of Ventana. You may make copies of the documentation for your own use and that of others holding a license to the Software. You may not remove or omit any copyright or other proprietary notices from the Software or documentation.

6. PUBLIC RESEARCH; RESTRICTIONS. If this Software has been made available to you for restricted use in conducting publicly available research, your License is conditioned on your compliance with (and you must certify in writing upon Ventana’s request that your use will conform to) the following restrictions: (a) you may use the Software only for work that is to be published or otherwise made publicly available; (b) all models and supporting electronic documentation used with the Software must be made publicly available without charge beyond distribution expenses; (c) all such models must be made publicly available without restriction or under a free license (such as the GNU general public license) that does not put any constraints on manner of use; (d) you may not use of the Software on any research that is classified or otherwise restricted by any government entity; (e) you may not use the Software on any research for which the full results are not publicly available; and (f) you may use the Software with data that is not publicly available only if all results are reported in a manner that is consistent with the standards of peer reviewed scientific journals.

7. EDUCATIONAL USE; RESTRICTIONS. If this Software has been made available to you as a qualifying person for restricted educational use, your license is conditioned on your compliance with (and you must certify in writing upon Ventana’s request that you meet) the following conditions: (a) you must be (i) a school, college or university licensed by an appropriate state authority, whose primary purpose is to provide instruction to an enrolled body of students (an “Eligible Institution”) or (ii) a student at an Eligible Institution or (iii) a faculty member at an Eligible Institution, and (b) your use of the Software must conform to the following restrictions: (i) you may not use the Software for non-educational or commercial purposes or use the Software in the provision of consulting services for compensation, (ii) all course materials developed using the Software will be made available to students at the Eligible Institution, (iii) all use of the Software will conform to the standards of educational use at the Eligible Institution, (iv) all results of all research conducted using the Software must be published or otherwise made publicly available, and (v) you may not use the Software on work that is classified, proprietary or restricted in any way. Research being substantially conducted by a student in order to complete a course or degree requirement and that is in conformance with (iii) is exempt from (iv) and (v).

8. NETWORK INSTALLATIONS AND MULTIPLE LICENSES You may install the Software on a network server provided that its use through the network conforms to the grant of license in Paragraph 1. If multiple licenses have been acquired, each use must conform to the terms in Paragraph 1. If Vensim PLE is installed for educational use, it may be installed on a server with no limitations on the number of simultaneous users provided that all users qualify as educational users as defined in Paragraph 5(a)(i)-(iii).

9. EDUCATIONAL LAB PACK If an Educational Lab Pack consisting of five or more licenses has been acquired, then you may either (1) use the Software in conformance to the use restrictions in Paragraph 1 or (2) install the Software on a network server that permits simultaneous use by a number of people up to the number of licenses you have obtained. All users for an Educational Lab Pack must qualify as educational users as defined in Paragraph 5(a)(i)-(iii).

10. TRANSFER OF LICENSE. Your License may be transferred to another individual by removing all copies of the Software from your computers and transferring all installation programs and documentation to that individual. If the transfer is to another organization, Ventana must be informed. In the case of multiple license purchases, all Licenses must be transferred together.

11. LIMITATIONS ON EXPORT. Export of the Software to other countries may be restricted and requires the permission of Ventana. Export of the Software to any country for which the United States of America maintains a trade embargo is prohibited.

12. MODELS AND RESULTS. The Software may be used to create simulation models and generate results. Ownership in, and responsibility for, the models and results created using the Software remains entirely with you.

13. REDISTRIBUTION OF SUPPORTING PROGRAM COMPONENTS. If you have purchased a License to Vensim DSS, you may provide the supporting Java class (vensim.jar) to others for use with applications you have developed, either as is or incorporated into your own application files. You may also provide compiled model equations (simdll32.dll on Windows). You may not provide the Vensim DLL or any other Vensim components to others.

14. WARRANTY. Ventana warrants that the Software will perform substantially in accordance with the accompanying documentation for a period of ninety (90) days from the date of receipt. VENTANA EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES INCLUDING ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE MERCHANTABILITY OF THE SOFTWARE OR THE FITNESS OF USE OF THE SOFTWARE FOR ANY PURPOSE.

15. LIMITATION OF LIABILITY. Ventana’s entire liability and your exclusive remedy shall be, at Ventana’s option, either (a) return of the price paid or (b) repair or replacement of the Software. In no event will Ventana be liable for special, incidental, indirect or consequential damages or damages from loss of use, data or profits, or cost of procurement of substitute goods or services. In no event will Ventana’s total liability for any damages in any action in any form exceed the license fees paid for the licensed program that caused the damages.

16. GENERAL. This License will be governed by the laws of the Commonwealth of Massachusetts.

By clicking on the “Yes” button you acknowledge that you have read this License and understand it, and agree to be bound by its terms and conditions; and you agree that it is the complete statement of the agreement between us and supersedes any proposal or prior agreement, oral or written, and any other communications between us, relating to the subject matter of this License.