License Agreement for Justinmind Prototyper

Software 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.

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 only. 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 shall notify JUSTINMIND in writing of any changes you wishes to make to the reallocation of the software from one computer to another, stating the features of the new computers or platforms where the software will be installed, so that JUSTINMIND may update its control and support databases.

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 authorizes JUSTINMIND to reference his/her name and to include it on their web page once the software has been successfully installed.

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, solely for the purpose of enabling the licensee to use the Justinmind Prototyper, may make copies of the Justinmind Prototyper's computer program 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 Justinmind Prototyper. Any copy of the Justinmind Prototyper made by the licensee is the exclusive property of Justinmind.

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 JUSTIMIND 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

Any conflicts arising from the interpretation and/or execution, and/or validity of this agreement shall first, insofar as possible, be solved by amicable negotiations between the parties. Should the parties fail to reach an amicable agreement within one month since the cause of the conflict is notified, it shall then be submitted to arbitration at the Court of Arbitration of Barcelona, that will appoint three arbitrors: two software specialists and one specialist in law. These arbitrors will commit to accept the arbitral award or decision. This shall be governed by the Spanish laws and regulations in force.

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. General

The licensee hereby authorizes the staff appointed by JUSTINMIND to arrive on site to verify that the terms and conditions set out in this agreement are followed.

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. JUSTINMIND shall have the right to terminate this License Agreement automatically and with no prior notice should the licensee breach any of the terms and conditions set out in this Agreement.

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.

Justinmind License Agreement © 2008-2012 Justinmind, S.L. All Rights Reserved.

Justinmind is a trademark of Justinmind, S.L.