License Agreement for Justinmind Software
Before using this software, please read carefully the following License Agreement. By selecting the “accept” button at the bottom of this Agreement, or downloading, installing or using any version of the software, you accept the terms of this Agreement. Acceptance of this Agreement binds the licensee and expresses your full acceptance of each and every term and condition set out in this License Agreement. If you do not agree with the terms and conditions of this Agreement, do not install this software by selecting “cancel” button and the download or install process will not continue. Also, the use of this software by the licensee expresses the acceptance of the terms and conditions set out in this Agreement.
This License Agreement constitutes a full Agreement between the licensee and Justinmind, replacing any previous License Agreement entered by the parties for this product or other replacing products. Also, insofar as current legislation allows, the terms set out in this License Agreement shall replace any communications or advertisement for the software or its documents, should there be any discrepancy with regards to the terms and conditions set out in this License Agreement or previously entered agreements.
Acceptance of the terms and conditions included in this License Agreement does not grant the licensee any rights, other than those specified therein, on the abovementioned software, documentation and/or products property of Justinmind or Software Suppliers, if relevant.
The software may cause your computer to automatically connect to the Internet (see sections 8 and 9 for additional information).
1. License Grant. Rights and Obligations of the parties entering this License Agreement
Justinmind hereby grants the licensee a non-exclusive and non-transferable, except for future Affiliates, license to use the software and documentation (hereafter referred to as “the software”) under the terms and conditions set out in this Agreement and the Terms of Use published on the Justinmind’s website (http://www.justinmind.com/terms-of-service).
This Agreement is a License Agreement, and not a Sales Agreement for goods, and therefore does not imply the sale of the original software nor of any of its copies.
This license grants the licensee the right to use the software in one computer. Should the licensee wish to install licenses in more than one computer, you shall purchase as many licenses as number of computers in which you wishes to install the license.
The licensee, solely for the purpose of enabling the licensee to use the software, may make copies of the software only to the extent necessary for archival and disaster recovery and development purposes, provided that any such copy shall include Justinmind's copyright and any other proprietary notices. In addition, each user of a non-Evaluation Seat license that is installed on a desktop computer may also install and use a second copy on a portable computer or home desktop computer solely for such user’s use and exclusively on behalf of the licensee. The licensee shall have no other rights to copy, in whole or in part, the software. Any copy of the software made by the licensee is the exclusive property of Justinmind. The licensee shall be authorized to make one copy of the Software for the sole purpose of security and filing. This copy shall bare a “Copyright” warning as well as any additional references to the rights of Justinmind on the Software and shall also specify the original version. The copy shall be strictly controlled by the licensee and shall not be made available for third parties by means of any system or procedure.
The Software may contain control systems limiting its use to the number of licenses purchased by the licensee. Through this Agreement, the licensee agrees to the inclusion and operation of the use of software and/or devices to control and manage rights and security. The licensee agrees that you shall not be able to disable these software and/or devices should they be installed or incorporated into the software. If your license key (or any other license control system) expires on a specified date (“Term End Date”), the Software will terminate operations on the Term End Date and accordingly, you will no longer have access to any files or output created with the Software
The licensee shall not alter, consolidate, modify, adapt or translate the software, neither decompile, reverse engineer, disassemble, nor reduce the software unless expressly authorized to do so, in writing, by Justinmind.
The licensee shall not sell, rent, let or sub-license the Software.
The licensee shall not install the software property of Justinmind on a central server nor grant access for its execution on this server to various computers in a network. The software shall not be made virtual. The software shall only be accessed through remote control systems for the purposes of maintenance and repair.
The licensee also accepts terms of service
2. Intellectual Property
All intellectual property rights for the software are reserved to Justinmind. By means of this Agreement, the licensee does not enjoy any intellectual property rights on the software or technical and use documents attached, and shall respect property at all times.
The software may include protection procedures, which, should a unauthorized use be observed, may limit access to the licensed products or the number of users with access to the licensed products.
3. Guarantee
Justinmind hereby guarantees the correct functioning of the software for a period covering one year since the date the software is activated by means of the license supplied by Justinmind, notwithstanding the dispositions set out in applicable regulations for consumers in each State and/or jurisdiction, if applicable. During the established period, Justinmind guarantees that the software shall work in accordance with the product’s specifications in force when the guarantee begins, and shall do its utmost to solve any failure or incidence notified by the licensee, making use of the means and observing the deadlines Justinmind considers appropriate.
The licensee shall notify Justinmind in writing of any problem, abnormality or error of the software during the duration of the guarantee. This notification shall contain sufficiently detailed information in order to allow Justinmind to reproduce the fault. Justinmind shall solve the fault or offer a correction of the software, accepted by both parties, in the briefest time possible, without any additional costs.
4. Limits to guarantee and responsibilities
The guarantee established in this License Agreement does not cover any loss, accidental damage, misuse or unauthorized modification of the material, nor any faults arising from the manipulation of the product by third parties alien to Justinmind.
Justinmind may not be held accountable, in any case, for any damage presumably caused by the use or non-use of the software, directly or indirectly, including, but not limited to, work interruptions, lost data, economic loss or loss of planned gains as a result of the use of the software.
The software is delivered as it is, and no claims for presumed specifications for the software will be accepted. Justinmind does not guarantee that the software is free of errors and neither that it will work without interruptions.
You acknowledge that the software only creates prototypes and simulations of the software applications that you are attempting to develop and the simulation is not intended for use in a production environment. Justinmind exercises no control over and expressly disclaims any liability arising out of or based upon applications that are simulated or developed using the software. Under no circumstances will Justinmind be liable to you for consequential, incidental, special, or exemplary damages arising out of or related to any use of software generated with Justinmind products, including but not limited to lost profits, lost data, or loss of business, even if Justinmind is apprised of the likelihood of such damages occurring.
The licensee is responsible for the use made of the software by other users. The licensee shall cover any damage and/or costs incurred by incompatibilities between the software or its updates and other software property of third companies that the licensee may have installed in his/her computer, as well as any other problems arising from the interaction between both software and coinciding code lines.
By means of this Agreement, Justinmind shall not be accountable for amounts exceeding the amount received for the license awarded. This amount does not include indirect tax. The full payment of the price will be made upon signing this Agreement or before delivery of the software, as agreed by the parties.
When applicable, the validity of guarantees and responsibilities, or their limitations, as established in this license, shall be determined by the legislations affecting the different states and/or jurisdictions.
5. Confidentiality
JUSTINMIND and the licensee agree to abide by confidentiality and to refrain from reproducing, publishing, or disseminating any commercial, financial or technical information they may know of due to their contractual relationship.
Confidential information may not be disclosed to any person, except to the employees of the receiving party needing to know this information to undertake their tasks. Nonetheless, confidential information may also be disclosed to lawyers, consultants, subcontracted agents or agents acting on behalf of the receiving party needing to know this information to undertake their tasks, as long as they have previously been informed of the confidential nature of the information and have previously signed a confidentiality Agreement, under the terms established in this clause.
Disclosing confidential information by the informing party to the receiving one does not grant any license or right on any of the revealed secrets.
The obligations of the receiving party with regards to any specific item of confidential information will cease to exist (or will not be applicable) in any of the following situations:
When the confidential information is of public knowledge when the informing party discloses it to the receiving party, or became public knowledge, without this being caused by the receiving party, after the informing party notified the receiving party.
When the confidential information is in possession of the receiving party, free of any confidentiality obligation, when the informing party notifies the receiving party.
When the disclosure of confidential information is required by law, under penalty or when ordered by the Courts or the Government, as long as the receiving party has taken the necessary steps to obtain a protection order or any other protective measure ensuring confidentiality and limiting the use of this information for specific purposes.
6. Notifications
All notifications, requests, and other communications necessary for the parties regarding this Agreement shall be made in writing and shall be considered correct when delivered in person, sent by certified post to the domicile of the other party stated on the heading of this Agreement, or by email with proof of reception.
7. Jurisdiction
7.1 Applicable Law; Venue. This Agreement is governed by the laws of California (with regard to conflict of law principles), and, subject to Section 7.2, the parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of San Francisco, California.
7.2 Arbitration. Except in circumstances where a party seeks urgent injunctive relief, before commencing any court proceedings, if any disputes arise under this Agreement the parties will negotiate in good faith to resolve the dispute and if the dispute has not been resolved within sixty (60) calendar days by the relevant parties using their best efforts to resolve the dispute, the dispute will be referred to arbitration and determined under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with such Rules with any hearings to be held at either the International Commercial Arbitration Center in Barcelona (Spain) or San Francisco, CA (USA), as mutually agreed by the parties.
8. Internet connectivity and privacy
The Software may cause your computer, without additional notice, automatically to connect to the Internet and to communicate with a Justinmind Web Site, or a server managed by Justinmind, for purposes that may include providing you with additional information, features and functionality. The following provisions apply to all automatic Internet connections by the software:
When the Software automatically connects to the Internet, an Internet protocol address (“IP Address”) that is associated with your current Internet connection is sent to a Justinmnid Web Site.
Whenever the Software makes an Internet connection and communicates with a Justinmind Web Site, whether automatically or due to explicit user request, the Justinmind Privacy Policy (http://www.justinmind.com/privacy-policy) shall apply. Additionally, unless you are provided with separate terms of use at that time, the Justinmind.com Terms of Use (http://www.justinmind.com/terms-of-service) shall apply. Please note that the Justinmind Privacy Policy allows tracking of Web Site visits and it addresses in detail the topic of tracking and use of cookies, Web beacons, and similar devices.
The Software may cause your Computer, without additional notice, automatically to connect to the Internet (intermittently or on a regular basis) to check for Updates that are available for download to and installation on your Computer and to let Justinmind know the results of installation attempts. Please consult the Documentation for information about changing update settings.
The Software may cause your Computer, without additional notice, and on an intermittent or regular basis, automatically to connect to the Internet in order to validate that the Software is being operated in accordance with this Agreement. In some cases, Software that fails to activate may offer only limited functionality or may not operate at all.
The Software may cause your Computer, without additional notice, and on an intermittent or regular basis, automatically to connect to the Internet to facilitate your access to content and services that are provided to you by Justinmind as further described in Section 9. In addition, the Software may, without additional notice, automatically connect to the Internet to update downloadable materials from these services so as to provide immediate availability of these services even when you are offline. Please consult the Documentation for information about changing update settings.
9. Online Services
The Software facilitates your access to content and various services that are hosted on Web Sites maintained by Justinmind or its hosting providers (“Justinmind Online Services”). In some cases, a Justinmind Online Service might appear as a feature or extension within the Software even though it is hosted on a Web Site managed by Justinmind or a hosting provider. In some cases, access to a Justinmind Online Service might require a separate subscription or other fee in order to access it and/or your assent to additional terms of use. Justinmind Online Services might not be available in all languages or to residents of all countries and Justinmind may, at any time and for any reason, modify or discontinue the availability of any Justinmind Online Service. Justinmind also reserves the right to begin charging a fee for access to or use of a Justinmind Online Service that was previously offered at no charge. Because Justinmind Online Services make use of automatic Internet connections, please also see Section 8 for important information regarding Internet connectivity and your privacy. As stated in Section 8, when the Software accesses a Justinmind Online Service, your use of such Justinmind Online Service is governed by the Justinmind Privacy Policy (http://www.justinmind.com/privacy-policy), by the Justinmind Terms of Use (http://www.justinmind.com/terms-of-service), and by any Additional Terms of Use that might be presented to you at that time.
Except as expressly agreed by Justinmind or its affiliates or a third party in a separate Agreement, your use of Justinmind Online Services is at your own risk under the warranty and liability limitations of sections 3.
10. Termination
This Agreement will continue so long as the licensee has a license to the software or an ongoing subscription, unless earlier terminated. Justinmind may suspend or terminate this Agreement and the licensee's account, with respect to one or more of the products, if the licensee fails to comply with the terms and conditions of this Agreement, including any failure to pay fees when due. Justinmind may terminate any free account or evaluation usage at any time in its sole discretion.
The licensee may terminate this Agreement at any time with notice to Justinmind.
Immediately upon termination of any license or subscription right granted under this Agreement, the licensee's license to software and online services (described on section 9) will cease, and the licensee must at its own cost: (a) cease using (and require all users, and anyone else to cease using) all the terminated products; (b) remove all copies of software from its computer systems and any uncontrolled systems; and (c) return to Justinmind all software or provide Justinmind with written certification that it has destroyed all copies of the software and other Justinmind confidential information in its possession, custody or control. Upon termination of this Agreement for whatever reason, the licensee will not be entitled to credits or refunds for any unused portion of this Agreement, including but not limited to unused maintenance and support.
The termination of this Agreement shall lead to the revocation of all rights to use the licenses by the licensee. Should the licensee decide to terminate this Agreement on their own and free will, without Justinmind having breached any of the terms and conditions set out in this Agreement, the licensee shall loose all rights to claim any compensation for the amounts paid for the Agreement.
11. General
Upon Justinmind's written request, the licensee will provide Justinmind with a signed certification certifying that all licensed products are being used pursuant to the terms of this Agreement. With prior reasonable notice of at least fifteen (15) days, Justinmind (or its authorized agent) may audit the use of the products by the licensee, not more than once every twelve (12) months, and shall be subject to the confidentiality obligations of section 5. Any such audit shall be conducted in a manner that avoids unreasonable interference with the licensee business operations and in accordance with your reasonable security requirements. The licensee will provide reasonable assistance and access to information in the course of any audit.
The licensee hereby acknowledges and accepts that Justinmind may seek legal proceedings should the licensee fail to meet the terms and conditions set out in this Agreement.
Should you have any questions concerning this Agreement, or if you desire to contact Justinmind for any reason, please contact Justinmind at http://www.justinmind.com