License

Ventana Systems, Inc.
60 Jacob Gates Road
Harvard, Massachusetts 01451
Ventity® Software License
V1.0.1, 2017-01-24

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

1. GRANT OF LICENSE. Ventana grants you a non-exclusive right only to install the Ventity software program and its components (the “Software”) and to use the installed Software under the following conditions.
A. As an Individual Licensee, you may either:
(i) 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
(ii) 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.
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.
B. As an Entity Licensee, you may (for each seat license that you purchase) either:
(i) 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
(ii) install the Software on a single computer allowing access at a single physical point by a single individual designated by you and on one additional home computer or laptop computer controlled by that same individual.
That individual may use the Software in presentations and face-to-face or virtual meetings provided that the individual is 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. TERM AND MAINTENANCE. Provided that you are not in violation of any material provision of this License,
(a) a Subscription License grants the right to use the Software and to access and install updates until the expiration date of the subscription. In order to continue use of the Software after the expiration date, you must renew the subscription, which may require additional payments.
(b) a Perpetual License grants the right to use the Software without time limit and to receive such updates as Ventana may release for a period of one year from the date of purchase. After the one year period has elapsed, access to updates may require the payment of maintenance or upgrade fees.
(c) an Evaluation License grants the right to use the Software for the sole purpose of evaluating its suitability for your use. Other uses of the Software require either a current Subscription or Perpetual License.

3. 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.

4. 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 for backup purposes. You may keep copies of the installation files for archival or backup purposes. 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.

5. NETWORK USE; RESTRICTIONS.
(a) You may not use the Software to provide web or other network services to anyone who does not hold a valid license to the Software.
(b) 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.

6. ACADEMIC USE; RESTRICTIONS. If this Software has been made available to you for restricted academic, educational or personal 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, national or regional 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 or (iv) a natural person using the software solely for personal learning, 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) for licenses to an Eligible Institution, or to their students or faculty, all course materials developed using the Software will be made available to students at the Eligible Institution, (iii) for licenses to an Eligible Institution, or to their students or faculty, 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).

7. TRANSFER OF LICENSE. Subscription Licenses are non-transferrable. If you have a Perpetual License, then you may transfer your License to another entity, provided that (i) if the copies are to be installed on any different computers after the transfer, then you remove all copies of the Software from the prior computers and transfer all installation programs and documentation to the transferee entity, (ii) that you inform Ventana of the transfer prior to performing the new installations, and (iii) that the transferor entity does not retain any copies of the software. All of the seat licenses under an Entity License must be transferred together to a single transferee.

8. 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.

9. 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.

10. 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 initial installation of the Software or any update.  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.

11. LIMITATION OF LIABILITY. Ventana’s entire liability and your exclusive remedy shall be, at Ventana’s option, either (a) return of the subscription price paid for the most recent subscription term 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.

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

By clicking on the “I accept the agreement” 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.