Terms & Conditions
Usage of this website and associated services automatically assumes the user's acceptance of the following terms and conditions:
CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS ("TERMS") BEFORE INSTALLING OR USING THE PROGRAM(S) OR DOCUMENTATION. ACCEPTING, DOWNLOADING OR USING THE PROGRAMS MEANS YOU HAVE ACCEPTED THE TERMS. IF YOU DO NOT ACCEPT THEM, RETURN AND UNINSTALL THE PROGRAM(S) AND DISCONTINUE FURTHER USE (IF APPLICABLE)1. PARTIES TO THIS AGREEMENT
The parties to this Agreement are You, the User, and the Company, MPMSIM LTD. As used in this Agreement, the terms “We” and “Us” are used interchangeably to refer to the Company and the Website; the term “You” and “Your” is used to refer to You, the User. Subject to Your acceptance of the Terms and Conditions set forth in this Agreement, the Company grants You the limited right to download and use MPMsim (“the Program”) consistent with this Agreement subject to payment of the agreed license fees under the mutually agreed terms.
The extent of Your rights to use the Program and license file are determined and limited strictly by this Agreement. Any modification to your Rights shall have to be mutually agreed between Parties.
You agree that We may revise the terms of this Agreement by providing the new terms and conditions for You by sending notice to You at Your email or via hyperlink to the Website with Reception Notice. Any such change, modification, addition, or deletion takes effect after five (5) calendar days. You shall not alter, delete, add, change, or edit any of the terms and conditions of this Agreement, and any such attempted alteration shall be void and of no effect.2. GRANT OF LICENCE BY THE COMPANY
MPMsim is licensed, not sold. The Company hereby grants to You a personal, non-exclusive and non transferable license to download and use the Program, license file (s) and documentation therefor subject to Your compliance with the terms and conditions in this Agreement and subject to payment of the agreed fees under this Agreement. The Program is protected by the copyright laws and all applicable international copyright treaties ratified by the United Kingdom. Any reproduction or redistribution of the Program not in accordance with this Agreement is expressly prohibited by law and may result in severe civil and/or criminal penalties.
(a) Program. MPMsim™ is a 3D continuum mechanics tool for static and dynamic stress analysis.
(b) Ownership. All right, title and interest in and to the licensed Programs, including without limitation, copyrights and trade secrets, are, and shall at all times remain, the exclusive property of Us and/or our licensors, and you shall have no right, therein, except the expressly limited license rights granted herein.
(c) Object Code. Licensee shall have no rights whatsoever with respect to the source code for the Programs and the license granted herein only applies to the object code version of MPMsim.
(d) Non-transferable. You may not sell, license, sublicense, rent, or distribute any Program, or make it available for use on a "time sharing" basis. You may transfer your rights hereunder only with our written approval.
(e) No Reverse Engineering. Subject to the laws where the licensee is operating, no licensee shall modify, reverse engineer, disassemble, or decompile the Software, or any portion thereof.
If you are a licensee in the European Union, You may, subject to the provisions of the EU Laws, decompile, disassemble or otherwise reverse engineer the Programs only where any such act is necessary to create an independent program which is interoperable with the Programs or with another program or to observe, study, or test the functioning of the Programs solely to understand the ideas and principles which underlie any element of the Programs ("Permitted Objective") and provided that:
(i) the information necessary to achieve the Permitted Objective has not already been made available or has not been provided by us within a reasonable time after a written request to provide such information; (ii) the compilation, disassembly, reverse-engineering, etc., is confined to those parts of the Programs necessary to achieve the Permitted Objective; (iii) the information gained is not used for anything other than the Permitted Objective and is not disclosed to any other person except as may be necessary to achieve the Permitted Objective; and (iv) the information obtained is not used to create a program(s) substantially similar in its expression to any Program(s), including, but not limited to, expressions of the Programs in other computer languages, or for any other act restricted by copyright in the Programs.
(i) If You have purchased the Individual license or the institutional license of the program, the program may only be installed on only one machine at a time per license purchased. Concurrent sessions of the program per license purchased are not allowed since one license file allows for use by one person only at any given time. The license may be activated or deactivated through the online service, provided only one licensed user is designated to Us as the named user. The license can only be used by You(“the licensee”/ “named user”). The activation and deactivation of the licenses can be done through our online system.
The individual license agreement can be obtained as:
1. Professional license
Professional licenses will only allow for a maximum of 50 million material points.
2. Academic license
Academic licenses will only allow for a maximum of 25 million material points and it can only be used for educational and/or academic research purposes.
3. Student license
Student licenses will only allow for a maximum of 10 million material points. The program can only be used for educational and/or academic research purposes.
(ii) If you have purchased the institutional license of the program, the program may only be used for internal operations.
The institutional license can be obtained in 2 forms only:
1. Business license.
The business license does not bear any restriction on the number of material points, though the material points will be limited by the inherent limitations of the machine and/ or hardware that the program is being used on.
2. Education license
The education license falling into the institutional license category will allow for only 25 million material points. The program can only be used for internal operations and educational and/or academic research purposes.
For the purpose of this agreement, “internal operations” for institutional licenses means use of the programs by your employees or those of your subsidiaries or parent companies. Our written authorisation is required for any disclosure of any technical capabilities or characteristics of the program by You to any third party. “Internal operations” also includes the right to use the program in consultation services or research for third parties who engage you as employees or an independent contractor.
(iii) We reserve the right to refuse to sell one of the types of the licenses aforementioned if We believe that the wrong license is being purchased by the customer.
(iv) Academic licenses, education licenses and student licenses are subject to multiple restrictions:
(1) Purchase of these licenses require the use of a legit academic email address
(2) Notwithstanding section 2(f)(iv)(1), any purchase using a different email address other than an academic email address will not be approved automatically by the system. Further details will have to be provided as requested by Us to verify that the identity and legitimacy of the customer as being a student of an academic institution or teaching at an academic institution or using the program as an employee of the academic institution for educational and/or academic research purposes. The academic institution need to be a legitimate academic institution.
(3) The use of these licences, provided for in section 2(f)(iv), for commercial purposes is prohibited.
Academic licenses purchased under institutional licenses are subject to further restrictions notwithstanding section 2(f)(iv):
(4) Licenses purchased are to be installed only on machines of the academic institution notwithstanding section 2(f)(iv)(7).
(5) Licenses purchased can be used for academic research as well as teaching at the licensed institution.
(6) Students using the academic licenses have to be enrolled in the academic institution and has to meet the requirements of the degree. Students working on their thesis or any work related to their degree or diploma can do so outside the institution as long as the usage is restricted to their thesis or work related to their degree or diploma.
(7) All non-classroom use of the Program has to be during the academic year when the applicable courses are being conducted through that year. The academic institution bears all the responsibility to ensure the distribution of the Program to its relevant employees and students are done within the parameters of this agreement. Any breach will engage the full responsibility of the academic institution. The program, under sections 2(f)(iv)(6) and 2(f)(iv)(7), can only be installed the personal computer of the relevant employee or student of the academic institution.
(8) Any student who is not enrolled in the applicable academic institution or class or the class comes to an end, the student must remove all copies of the Program from his/her machine.
(9) Any employee of the academic institution, no longer working for the licensed academic institution must have all copies of the Program removed from his/her machine immediately.
(10) The use of the program by the student or the relevant employee of the institution has to be for educational or academic research purposes. Any commercial use of the program under these license types is prohibited.
(g) License Subject To Payment. The license granted herein is contingent upon your timely and complete payment of all amounts due and payable to us. If you fail to pay any amount when due, we may terminate your license rights effective immediately.
(h) Delivery of the Program. The program can be delivered over the internet. You can download the program by clicking on the download link from our website –www.mpmsim.com. As provided under section 2, the program will require a license file in order to operate. You can either make a request for a free trial license file or make a request to purchase a full license file.
(i) Upon due receipt of a request for a trial version, we may provide You with a free trial license file within 24 hours of the request being made. Except as otherwise provided and subject to the Terms and Conditions provided under this agreement, we shall provide for a trial license freely. The trial version may in some circumstances have limited features and may lack the ability for the end-user to save the end product. The trial version shall be used for review and evaluation purposes for a limited time period which is normally 14 days. The trial version shall not in whatsoever manner be used for a commercial or business purpose. We reserve the right to decline any request made for a trial version.
(ii) You can make a request for the purchase of a full license file (s) directly from our website. Subject to condition 2(e), We shall use our reasonable endeavors to deliver the License File (s) over the internet to the supplied email within 24 hours following complete payment. Nonetheless, delivery time can be extended due to unforeseen circumstances and we shall not be liable. You shall be responsible for all use of your license file, and you shall not disclose the license file or allow it to be used except for installation of the Program.
(iii) Upon Your request, we may also deliver the Program and License file (s) in archival form on DVD-ROM at our own costs. In this regard, delivery will be made by post and the estimated delivery time is 7 working days for delivery in the United Kingdom. Note that we shall deliver only one DVD-ROM per purchase. Delivery by post to a country outside the United Kingdom is estimated to be 25 working days. DVD-ROM will not be sent for student licenses. Upon delivery of the Program to the postal service, we will send you a confirmation by e-mail provided you have indicated an e-mail address on the Order Form.
(iv) Title to and risk of loss of the Program shall pass to you on delivery of the Products to the address stated in your Confirmation Order.
(v) Subject to conditions 2(e), the customers shall be entitled to a full refund if we fail to make the delivery within the estimated days mentioned above.
(i) License. As provided in section 2, the Program requires a license in order to operate. The Company offers different types of licenses as provided on our website. Upon a request for a particular license, we shall assess the eligibility of the User for the particular license. Should a user not meet the requirement for a particular license as provided under Our website, we shall refund the User the paid amount after deduction of any incidental costs and the User shall be advised to purchase the license to which he is eligible.
(j) Beta license. The program will often contain features that are under the beta testing phase. Users will be informed of the features that are under beta testing. These features are covered under the beta license Addendum. Beta features present in any type of license is not to be used for any commercial purpose.3. CONFIDENTIALITY
You acknowledge that the Programs contain trade secrets and other valuable and confidential information of Us and our licensors, and you shall not act, or fail to act, in any way or manner to intentionally or negligently harm Our or our licensors' rights in our or their respective intellectual property in the Programs, License file (s) and Documentation. The Programs, License file (s) and Documentation, together with any other information learned in connection therewith that should reasonably be considered confidential under the circumstances, are "Confidential Information". You shall disclose Confidential Information only on need-to-know basis to your employees; you may not disclose any Confidential Information to a third party; and you shall use all reasonable care to keep the Confidential Information confidential consistent with the grant of your licensed rights.
Exceptions to Confidentiality. The above confidentiality obligation shall not apply to Confidential Information which (i) is received by you from a third party with no duty of confidentiality to us.(ii) was in your possession before you received it; (iii) is independently developed by you without reliance on the Confidential Information; or (iv) is or becomes publicly available through no fault of yours.4. CHANGE OF LICENSE TERMS
The Programs and License file (s) are subject to U.S. and United Kingdom export control laws or other (U.S., U.K., and non-U.S.) governmental export and import laws and regulations ("Export Laws"). Notwithstanding any other term of this Agreement or any other agreement, neither you nor any third party may exercise any of your rights under this Agreement in violation of any Export Law, nor may this Agreement be transferred to any party where doing so would result in such a violation. The terms of any limitation on the use, transfer or re-export of the Programs imposed by us in any document for the purpose of export control shall prevail over any term in this Agreement, but it shall be your responsibility to comply with the latest Export Law.6. LIMITED WARRANTY
We warrants that for a period of thirty (30) days from the date of delivery of the license file (s), (i) the program shall be free of defects under normal use and (ii) the program shall substantially conform to its published specifications as provided in the documentation. This limited warranty extends only to original licensee.
(a) If a Program does not operate as warranted and you notify us within the Warranty Period, your exclusive remedy and our sole liability shall be (i) the correction or workaround of major defects within a reasonable time, or (ii) if such correction or workaround prove neither satisfactory nor practical, termination of the relevant license and refund of the license fee paid to us for the Programs after deduction of any incidental fees incurred thereon.
(b) EXCEPT AS EXPRESSLY PROVIDED ABOVE, THE PROGRAMS AND DOCUMENTATION ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY,NON-INFRINGEMENT INFRINGEMENT EXCEPT FOR AS SPECIFIED IN 8(b), DESIGN, OPERATION, AND FITNESS FOR A PARTICULAR PURPOSE, AND THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE PROGRAMS IS WITH YOU. NEITHER WE NOR OUR LICENSORS WARRANT THAT THE PROGRAMS WILL BE ERROR-FREE, UNINTERRUPTED, VIRUS-FREE, SECURE, SUITABLE FOR YOUR NEEDS, PRODUCE SPECIFIC RESULTS, OR THAT ERRORS OR FAILURES WILL BE CORRECTED. YOU ACKNOWLEDGE THAT YOU HAVE RELIED ON NO WARRANTIES OR PROMISE OTHER THAN THE EXPRESS WARRANTIES HEREIN.7. REFUND POLICY
The Company shall provide you with a refund of the license fee only in circumstances as expressly provided in the Agreement. Accordingly, the amount refunded will be credited to Your bank account within a reasonable time.8. INDEMNIFICATION
(a) You agree to indemnify, defend, and hold harmless the Company and its affiliates, successors, officers, directors, employees and representatives against and from any and all actions, claims, demands, costs, liabilities, losses, expenses (including reasonable attorneys fees and court costs, whether incurred as the result of a third party claim or a claim to enforce this provision) and other damages (collectively, "Losses") arising out of or in connection with any and all third party claims relating to any use of the Programs by you and any act or omission of yours, including third party claims related to your activities pursuant to this Agreement, except to the extent we indemnify you as described below.
(b) BY MPMsim. We agree to indemnify, defend, and hold you (which for this purpose includes your affiliates, successors, officers, directors, employees and representatives) harmless against and from, and to the extent you suffer, any Losses because the licensed Programs infringe a third party's intellectual property rights.
(c) Limitation. We shall have no liability or obligation to you hereunder for any infringement based upon (i) the combination of any of the licensed Programs with any other software, hardware or other products not developed by us, (ii) the use of other than a current, unaltered version of the licensed Programs, (iii) any use of a licensed Program for other than its intended purpose, (iv) modifications, improvements and derivative works of the licensed Programs created by or on behalf of you, or (v) if you breach this Agreement for failure to pay amount due.(d) Cooperation. The party seeking indemnification in connection with any claim or action described in this Section, (i) shall give a prompt written notice of the claim to the indemnifying party, (ii) in connection with the settlement and defense of the claim, the party seeking indemnification shall cooperate with the indemnifying party,(iii) unless the claim may be settled without the indemnified party’s prior written consent, (which will not be unreasonably withheld), the indemnified party shall permit the indemnifying party to control the defense and settlement of the claim. Furthermore, the indemnified party may participate in the defense and settlement of the claim (at its cost)
(e) Third Parties. You shall notify us of the names, addresses, and contact information of third parties who have access to or use the licensed Program on Your behalf. Your other obligations stated in this Agreement are not limited by this provision.
(f) Prevailing Party. The prevailing parties shall be entitled to recover its reasonable attorney’s fees and other costs incurred from bringing legal action and other proceedings that have stemmed from the breach of this Agreement. The prevailing party is also entitled to receive any relief that was due to it.
(h) Assignment and Transfer. You may not assign or otherwise transfer this Agreement, its rights and obligations, in whole or in part, by operation of law or otherwise to any prospective assignee or prospective transferee. Unless you provide us with the identity and contact information of any prospective assignee or transferee of your rights and obligations. The assignment or transfer may only occur if it is acceptable to Us and has been approved in writing by Us. In the case of any permitted assignment or transfer of your rights and obligations under this Agreement, this Agreement or the relevant provisions shall be binding upon, and inure to the benefit of, the successors, executors, heirs, representatives, administrators and assigns of the parties hereto. We may charge you an administrative fee for any permitted assignment.
(i) Miscellaneous. You shall not grant any ownership right or security interest in the Programs to any person. You shall comply with all laws applicable to you in the jurisdiction in which you use the Programs. A waiver for the breach of any provision of this Agreement may only be in writing and the waiver of such breach shall not operate or be construed as a waiver of any subsequent breach. If any Term should, for any reason, be held invalid or unenforceable in any respect, the remainder of this Agreement shall be enforced to the full extent permitted by law. A court of competent jurisdiction is hereby empowered to modify the invalid or unenforceable provision to make it valid and enforceable. This Agreement and the applicable Addenda hereto (if relevant) contain the entire understanding of the parties, and, except as provided herein, may not be changed except in a writing signed by You and Us. You may not bring any action against Us or our licensors more than two (2) years after the cause of action accrued.
(j) No purchase order or any other standardized business form issued by you, and even if such purchase order or other standardized business form provides that it takes precedence over any other agreement between the parties, shall be effective to contradict, modify, add to or delete from the terms of this Agreement in any manner whatsoever. Any acknowledgment, in any form, of any such purchase order or standardized business form is not recognized as a subsequent writing and will not act as acceptance of such terms.9. LIMITATION OF LIABILITY
OUR SOLE LIABILITY OR OBLIGATION UNDER THIS AGREEMENT IS THE REPLACEMENT OF DEFECTIVE MEDIA ACCORDING TO THE LIMITED WARRANTY ABOVE. IN NO EVENT SHALL WE OR OUR LICENSORS BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES INCLUDING WITHOUT LIMITATION, THIRD PARTY CLAIMS AND LOSS OF PROFITS, DATA, OR ANY OTHER LOSS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, E.G., WE ARE UNABLE TO REMEDY ANY DEFECT IN THE PROGRAMS10. TERMINATION OF CONTRACT
(a) Termination (i) If you breach any term and you have not cured the breach within sixty(60) days, we may terminate this Agreement by written notice to you and if the breach is for non-payment, the Agreement shall be terminated within fifteen (15) days thereafter.(ii) At any time and for any reason, you may terminate this Agreement but you shall not be entitled to any refund.
(b) Effect Of Termination. Immediately upon termination of this Agreement for any reason, (a) your rights shall cease and all rights granted herein shall automatically revert to Us; (b) You shall stop using the Programs, License File (s) and Documentation; (c) You shall erase all copies of licensed Programs and License File (s) from your computers and deliver to Us all tangible copies of the Programs, License File (s) and Documentation; (d) you shall pay all amounts due us; and (e) You shall take such acts and execute all documents we reasonably request to register or effect the termination. Within five (5) business days of the termination, you shall provide Us with a written declaration signed under penalty of perjury by you attesting to compliance with the provisions of subsections (b), (c) and (d) above. Expiration or termination of this Agreement shall not relieve a party of obligations accrued before such event. In addition sections 2(b), 3, 5, 6, 8(a), 8(b), 8(c), 8(d), 8(f), 8(h), 10(b) shall survive the expiration or termination of this Agreement.
(c) License Term. This agreement shall continue on an annual basis, for a term or perpetually as identified in the purchase order or as accepted by us or our invoice unless the agreement has been terminated earlier according to the terms. Annual licenses will end after a year, unless the then-current annual license fee has been previously remitted to us and you have been issued new annual passcodes. Term licenses will end after their term, unless the then-current term license fee has been previously remitted to us and you have been issued new term pass codes. You shall have the right to use Programs licensed under a perpetual license indefinitely, subject to the termination provisions of this Agreement.
(d) Maintenance and Support. Upon purchase of each license, an initial twelve (12) months software maintenance service term is included which will terminate after expiration of the twelve (12) months. Maintenance includes: (a) support by telephone, telefax or electronic mail regarding the installation and/or use of the licensed Programs and their interaction with hardware, operating environments, and other software products; (b) subsequent releases of the updates of the Program free of charge; and (c) reasonable commercial efforts to (i) provide workarounds within a reasonable time for any material programming errors in the current release of the Program which are directly attributable to us, and (ii) correction of such errors in the next available release, provided you provide us with sufficient information to identify such errors. Maintenance services may be renewed, at the then-current price, as long as we offer such services.11. GOVERNING LAW
This License shall be governed by and construed in accordance with the laws of England and Wales.12. BETA LICENSE ADDENDUM
CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS ("TERMS") BEFORE INSTALLING OR USING THE PROGRAMS OR DOCUMENTATION. ACCEPTING, DOWNLOADING OR USING THE PROGRAMS MEANS YOU HAVE ACCEPTED THE TERMS. IF YOU DO NOT ACCEPT THEM, RETURN THEN UNINSTALL THE PROGRAM AND DISCONTINUE FURTHER USE (IF APPLICABLE)
MPMSIM LTD (“vendor”/ “Our Company”) with its primary place of business located at 82, King Street, Manchester, M2 4WQ, United Kingdom is providing the licensed program under the following terms and conditions. By agreeing to the terms and conditions, licensee (“you”) are hereby granted a temporary, limited license to receive, review and use the contents under the set forth terms and conditions below.
A. Vendor is in the process of developing a new software product designed for 3D continuum mechanics static and dynamic stress analysis using material point method (the "Pre-Release Software"), which Vendor hopes to market in the near future.
B. Vendor would like to field-test a preliminary version of its Pre-Release Software so as to further refine and modify the product before it is generally released.
C. Licensee has expressed an interest in licensing a copy of the Pre-Release Software in advance of its general release in order to evaluate the Pre-Release Software for its own purposes and to assist Vendor in refining and modifying the Pre-Release Software so that it becomes more useful for its intended market ("Beta Test").
D. In consideration for receiving a copy of the Software for testing, Licensee agrees to serve as a "Beta Site" for the Software and will notify Our Company of all problems and ideas for enhancements which come to Licensee's attention during the period of this Agreement, and hereby assigns to Our Company all right, title and interest to such enhancements and all property rights therein including without limitation all patent, copyright, trade secret, mask work, trademark, moral right or other intellectual property rights.
NOW, THEREFORE, the parties hereby agree as follows:12.1. LICENSE GRANT
(a) Vendor grants to Licensee, during the term of this Agreement, a temporary, non-exclusive license to use an executable version of the Pre-Release Software and its related documentation, for evaluation purposes. Licensee may make copies of the Pre-Release Software for back-up purposes only, provided that Licensee reproduces Vendor's copyright and other proprietary rights notices on all such copies. This license does not include any rights to disclose, sublicense, or otherwise transfer the Pre-Release Software, related documentation, or other proprietary information of Vendor.
(b) The Pre-release software is protected from illegal and unlicensed use. The Pre-release software requires activation for the execution of licensee’s limited rights. If the computer hardware is modified, activation may be required. Activation associates a specific computer with the Pre-released software. MPMSIM LTD will receive about the computer and the Pre-released software during activation. Data obtained includes the license information, computer location and identification. For the completion of activation, a license file will be issued for the licensed computer.12.2 BETA TEST
Licensee understands and acknowledges that (i) it is participating in Vendor's Beta Test for the Pre-Release Software, (ii) it is receiving a preliminary version of the Pre-Release Software and is not at the level of performance or compatibility of a final, generally available product offering, (iii) The Pre-Release Software may not operate properly, may not perform all functions for which it is intended or represented, and may not operate error-free. Licensee agrees to use the Pre-Release Software primarily for purposes of evaluation, agrees to provide Vendor with its comments, criticisms, and suggestions for changes with respect to the Pre-Release Software, and agrees to help Vendor identify any and all errors or malfunctions in the operation of the Software. Software is provided "AS IS" without warranty of any kind. The entire risk arising out of the use or performance of Software remains with Licensee.
(c) Licensee's personnel shall report each instance of any failure or malfunction of the Pre-Release Software ("Program Failure") in full (including, without limitation, description of the application then underway and the specifics of the Program Failure). If any Program Failure results in damage to files or data or if the frequency of Program Failures is excessive under the circumstances, Licensee shall also promptly notify Vendor of this fact. Copies of the reports regarding Program Failures shall be forwarded to Vendor.12.3. OWNERSHIP
The Pre-Release Software, the related documentation, and all authorized copies thereof shall remain the exclusive property of Vendor and shall not be used in any way other than as allowed by this Agreement. Licensee acknowledges that, as between Vendor and Licensee, the Pre-Release Software and its related documentation and all copyrights, trade secret rights, and other intellectual property rights with respect thereto, are and will at all times be the property of Vendor, even if suggestions made by Licensee are incorporated into subsequent versions of the Pre-Release Software or related documentation.12.4. CONFIDENTIALITY
Licensee acknowledges that the Pre-Release Software, related documentation, and other related materials provided by Vendor, and the Beta Test results compiled by Licensee, are the confidential information of Vendor ("Confidential Information"). Licensee agrees to use the Confidential Information only for the limited term of this license and solely for the purpose of participating in Vendor's Beta Test, and further agrees to take all steps reasonably necessary to maintain and protect the Confidential Information in the strictest confidence for the benefit of Vendor. Licensee agrees that it will not at any time, without the express written permission of Vendor,
(1) Demonstrate, copy, sell or market Software to any third party; or
(2) Publish or otherwise disclose information relating to performance or quality of the Software to any third party; or
(3) Modify, reuse, disassemble, decompile, reverse engineer or otherwise translate Software or any portion thereof but,
(a) If you are a licensee in the European Union, You may, subject to the provisions of the EU Laws, decompile, disassemble or otherwise reverse engineer the Pre-Release Software only where any such act is necessary to create an independent program which is interoperable with the Pre-Release Software or with another program or to observe, study, or test the functioning of the Pre-Release Software solely to understand the ideas and principles which underlie any element of the Pre-Release Software ("Permitted Objective") and provided that:
(i) the information necessary to achieve the Permitted Objective has not already been made available or has not been provided by us within a reasonable time after a written request to provide such information;
(ii) the compilation, disassembly, reverse-engineering, etc., is confined to those parts of the Pre-Release Software necessary to achieve the “Permitted Objective”;
(iii) the information gained is not used for anything other than the Permitted Objective and is not disclosed to any other person except as may be necessary to achieve the Permitted Objective; and
(iv) the information obtained is not used to create a program(s) substantially similar in its expression to any Program(s), including, but not limited to, expressions of the Pre-Release Software in other computer languages, or for any other act restricted by copyright in the Pre-Release Software.
(b) Confidential Information shall not include information that is (1) already in the public domain; (2) becomes generally known or available by publication, commercial use, or general sale of copies of the Pre-Release Software by Licensee; (3) discovered or created by Licensee independent of any involvement with Vendor or the Pre-Release Software; or (4) otherwise learned by Licensee through legitimate means other than from Vendor or anyone connected with Vendor.
(c) Licensee's obligations with respect to the Confidential Information shall continue for the shorter of two years from the date of its receipt of the Confidential Information, or until such information is subject to one of the exclusions set forth above.12.5. DISCLAIMER OF ALL WARRANTIES
LICENSEE ACKNOWLEDGES AND UNDERSTANDS THAT IT IS RECEIVING A PRELIMINARY BETA TEST VERSION OF THE PRE-RELEASE SOFTWARE AND RELATED DOCUMENTATION.
THAT THE PARTIES EXPECT MAY CONTAIN SIGNIFICANT ERRORS, OMISSIONS, AND PROBLEMS. LICENSEE AGREES AND ACKNOWLEDGES THAT VENDOR SHALL HAVE NO RESPONSIBILITIES TO LICENSEE TO CORRECT ANY DEFECTS OR PROBLEMS IN THE PRE-RELEASE SOFTWARE OR THE RELATED DOCUMENTATION, OR TO ASSURE THAT THE PRE-RELEASE SOFTWARE OPERATES PROPERLY. VENDOR DISCLAIMS ANY AND ALL WARRANTIES WITH RESPECT TO THE PRE-RELEASE SOFTWARE AND THE RELATED DOCUMENTATION, WHETHER EXPRESS OR IMPLIED, INCLUDING SPECIFICALLY THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE PRE-RELEASE SOFTWARE AND THE RELATED DOCUMENTATION IS PROVIDED "AS IS", AND LICENSEE UNDERSTANDS THAT IT ASSUMES ALL RISKS OF ITS USE, QUALITY, AND PERFORMANCE.12.6. DISCLAIMER OF LIABILITY
BECAUSE OF THE NATURE OF THIS BETA TEST AGREEMENT, LICENSEE AGREES AND ACKNOWLEDGES THAT VENDOR SHALL HAVE NO LIABILITY WHATSOEVER TO LICENSEE FOR ANY PROBLEMS IN OR CAUSED BY THE PRE-RELEASE SOFTWARE OR THE RELATED DOCUMENTATION, WHETHER DIRECT, INDIRECT, SPECIAL, OR CONSEQUENTIAL (INCLUDING LOSS PROFITS).12.7. TERM AND TERMINATION
THAT THE PARTIES EXPECT MAY CONTAIN SIGNIFICANT ERRORS, OMISSIONS, AND PROBLEMS. LICENSEE AGREES AND ACKNOWLEDGES THAT VENDOR SHALL HAVE NO RESPONSIBILITIES TO LICENSEE TO CORRECT ANY DEFECTS OR PROBLEMS IN THE PRE-RELEASE SOFTWARE OR THE RELATED DOCUMENTATION, OR TO ASSURE THAT THE PRE-RELEASE SOFTWARE OPERATES PROPERLY. VENDOR DISCLAIMS ANY AND ALL WARRANTIES WITH RESPECT TO THE PRE-RELEASE SOFTWARE AND THE RELATED DOCUMENTATION, WHETHER EXPRESS OR IMPLIED, INCLUDING SPECIFICALLY THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE PRE-RELEASE SOFTWARE AND THE RELATED DOCUMENTATION IS PROVIDED "AS IS", AND LICENSEE UNDERSTANDS THAT IT ASSUMES ALL RISKS OF ITS USE, QUALITY, AND PERFORMANCE.
The term of this Agreement shall be for a period as determined by Our Company, unless sooner terminated as provided herein. Either party, however, may terminate this Agreement at any time.
Upon termination of this Agreement, Licensee will (i) erase or otherwise destroy all copies of the Pre-Release Software that are fixed or resident in the memory or hard disks of computers owned or controlled by Licensee and (ii) return to Vendor all other existing copies (including original copies) of part or all of the Pre-Release Software and related documentation.12.8. GENERAL PROVISIONS
(a). Assignment. This Agreement may not be assigned by Licensee or by operation of law to any other person, persons, firms, or corporations without the express written approval of Vendor.
(b). Notices. All notices and demands hereunder shall be in writing and shall be served by personal service or by mail at the address of the receiving party set forth in this Agreement (or at such different address as may be designated by such party by written notice to the other party). All notices or demands by mail shall be by certified or registered mail, return receipt requested, or by nationally-recognized private express courier, and shall be deemed complete upon receipt.
(c). Governing Law. This Agreement shall be governed by and construed in accordance with the substantive laws of England and Wales.
(d). Relationship of the Parties. Each party is acting as an independent contractor and not as an agent, partner, or joint venturer with the other party for any purpose. Except as provided in this Agreement, neither party shall have any right, power, or authority to act or to create any obligation, express or implied, on behalf of the other.
(f). Headings. The titles and headings of the various sections and paragraphs in this Agreement are intended solely for convenience of reference and are not intended for any other purpose whatsoever or to explain, modify, or place any construction on any of the provisions of this Agreement.
(g). All Amendments in Writing. No provisions in either party's purchase orders, or in any other business forms employed by either party, will supersede the terms and conditions of this Agreement, and no supplement, modification, or amendment of this Agreement shall be binding, unless executed in writing by a duly authorized representative of each party to this Agreement.
(h). Entire Agreement. The parties have read this Agreement and agree to be bound by its terms, and further agree that it constitutes the complete and entire agreement of the parties and supersedes all previous communications, oral or written, and all other communications between them relating to the license and to the subject matter hereof. No representations or statements of any kind made by either party that are not expressly stated herein shall be binding on such party.
(i) Failure of Our Company to enforce a right under this Agreement shall not act as a waiver of that right or the ability to later assert that right relative to the particular situation involved.
(j) If any provision of this Agreement shall be found by a court to be void, invalid or unenforceable, the same shall be reformed to comply with applicable law or stricken if not so conformable, so as not to affect the validity or enforceability of this Agreement.
These terms and conditions govern licensee’s(“your”, “you”) use of MPMsim LTD(“our”, “us”, “we”) website. Please read the terms in full before you use this Website. If you do not accept these terms, please do not use this Website. Using the Website implies that you accept these terms. We do occasionally update these terms so please refer back to them in the future.1. SITE ACCESS
1.1 You will be able to access the majority of this Website without having to register any details with us. [However, particular areas of this Website will only be accessible only if you have registered.]2. USE OF WEBSITE
2.1 You are permitted to use our website for your own purposes and to print and download material from this Website provided that you do not modify any content without our consent. Material on this website must not be republished online or offline without our permission.
2.2 The copyright and other intellectual property rights in all material on this Website are owned by us or our licensors and must not be reproduced without our prior consent.
2.3 Subject to paragraph 2.1, no part of this Website may be reproduced without our prior written permission.3. SITE UPTIME
3.1 We take all reasonable steps to ensure that this Website is available 24 hours every day, 365 days per year. However, websites do sometimes encounter downtime due to server and, other technical issues. Therefore we will not be liable if this website is unavailable at any time.
3.2 This Website may be temporarily unavailable due to issues such as system failure, maintenance or repair or for reasons beyond our control. Where possible we will try to give our visitors advance warning of maintenance issues but shall not be obliged to do so.4. VISITOR CONDUCT
4.2 When using this website you shall not post or send to or from this Website any material: (a) for which you have not obtained all necessary consents; (b) that is discriminatory, obscene, pornographic, defamatory, liable to incite racial hatred, in breach of confidentiality or privacy, which may cause annoyance or inconvenience to others, which encourages or constitutes conduct that would be deemed a criminal offence, give rise to a civil liability, or otherwise is contrary to the law in the United Kingdom; (c) which is harmful in nature including, and without limitation, computer viruses, Trojan horses, corrupted data, or other potentially harmful software or data.
4.3 [We will fully co-operate with any law enforcement authorities or court order requiring us to disclose the identity or other details of any person posting material to this website in breach of Paragraph 4.2.]5. LINKS TO AND FROM OTHER WEBSITES
5.1 Any links to third party websites located on this Website are provided for your convenience only. We have not reviewed each third party website and have no responsibility for such third party websites or their content. We do not endorse the third party websites or make representations about them or any material contained in them. If you choose to access a third party website linked to from this Website, it is at your own risk.
5.2 If you would like to link to this Website, you may only do so on the basis that you link to, but do not replicate, any page on this Website, and subject to the following conditions: (a) you do not in any way imply that we are endorsing any services or products unless this has been specifically agreed with us; (b) you do not misrepresent your relationship with us or present any false information about us; (c) you do not link from a website that is not owned by you; and (d) your website does not contain content that is offensive, controversial, infringes any intellectual property rights or other rights of any other person or does not comply in any way with the law in the United Kingdom.
5.3 If you choose to link to our website in breach of Paragraph 5.2 you shall fully indemnify us for any loss or damage suffered as a result of your actions.6. DISCLAIMER
6.1 We take all reasonable steps to ensure that the information on this Website is correct. However, we do not guarantee the correctness or completeness of material on this Website. We may make changes to the material on this Website at any time and without notice. The material on this Website may be out of date, or on rare occasions incorrect and we make no commitment to ensure that such material is correct or up to date.
6.2 The material at this Website is provided without any conditions or warranties of any kind. To the maximum extent permitted by law, we provide access and use of this website on the basis that we exclude all representations, warranties and conditions which but for these Terms may have effect in relation to this Website.7. EXCLUSION OF LIABILITY
7.1 Neither we nor any other party (whether or not involved in producing, maintaining or delivering this Website), shall be liability or responsible for any kind of loss or damage that may result to you or a third party as a result of your or their use of our website. This exclusion shall include servicing or repair costs and, without limitation, any other direct, indirect or consequential loss, and whether in tort or contract or otherwise in connection with this Website.
7.2 Nothing in these Terms shall exclude or limit liability for (i) death or personal injury caused by negligence (as defined by the Unfair Contract Terms Act 1977); (ii) fraud; (iii) misrepresentation as to a fundamental matter; or (iv) any liability which cannot be excluded or limited under the law of the United Kingdom.8. GOVERNING JURISDICTION
This Legal Notice shall be governed by and construed in accordance with English law. Any dispute(s) arising in connection with this Legal Notice are subject to the exclusive jurisdiction of England and Wales.9. OUR DETAILS
Our business’s name is: MPMSIM LTD Our business address is: 82 King Street Manchester M2 4WQ United KingdomOur contact details are:
(i) e-mail: email@example.com
(ii) Phone: +441612981984
We collect information from you when you register on our site, place an order, subscribe to our newsletter, respond to a survey or fill out a form.
When ordering or registering on our site, as appropriate, you may be asked to enter your: name, e-mail address, mailing address or phone number. You may, however, visit our site anonymously.
What do we use your information for?
Any of the information we collect from you may be used in one of the following ways:
; To personalize your experience
(your information helps us to better respond to your individual needs)
; To improve our website
(we continually strive to improve our website offerings based on the information and feedback we receive from you)
; To improve customer service
(your information helps us to more effectively respond to your customer service requests and support needs)
; To process transactions
Your information, whether public or private, will not be sold, exchanged, transferred, or given to any other company for any reason whatsoever, without your consent, other than for the express purpose of delivering the purchased product or service requested.
; To send periodic emails
The email address you provide for order processing, may be used to send you information and updates pertaining to your order, in addition to receiving occasional company news, updates, related product or service information, etc.Note: If at any time you would like to unsubscribe from receiving future emails, we include detailed unsubscribe instructions at the bottom of each email.
How do we protect your information?
We implement a variety of security measures to maintain the safety of your personal information when you place an order or enter, submit, or access your personal information.
We offer the use of a secure server. All supplied sensitive/credit information is transmitted via Secure Socket Layer (SSL) technology and then encrypted into our Payment gateway providers database only to be accessible by those authorized with special access rights to such systems, and are required to?keep the information confidential.
After a transaction, your private information (credit cards, social security numbers, financials, etc.) will not be stored on our servers.
Yes (Cookies are small files that a site or its service provider transfers to your computers hard drive through your Web browser (if you allow) that enables the sites or service providers systems to recognize your browser and capture and remember certain information
If you prefer, you can choose to have your computer warn you each time a cookie is being sent, or you can choose to turn off all cookies via your browser settings. Like most websites, if you turn your cookies off, some of our services may not function properly. However, you can still place orders over the telephone or by contacting customer service.
Do we disclose any information to outside parties?
We do not sell, trade, or otherwise transfer to outside parties your personally identifiable information. This does not include trusted third parties who assist us in operating our website, conducting our business, or servicing you, so long as those parties agree to keep this information confidential. We may also release your information when we believe release is appropriate to comply with the law, enforce our site policies, or protect ours or others rights, property, or safety. However, non-personally identifiable visitor information may be provided to other parties for marketing, advertising, or other uses.
Third party links
Occasionally, at our discretion, we may include or offer third party products or services on our website. These third party sites have separate and independent privacy policies. We therefore have no responsibility or liability for the content and activities of these linked sites. Nonetheless, we seek to protect the integrity of our site and welcome any feedback about these sites.
California Online Privacy Protection Act Compliance
Because we value your privacy we have taken the necessary precautions to be in compliance with the California Online Privacy Protection Act. We therefore will not distribute your personal information to outside parties without your consent.
As part of the California Online Privacy Protection Act, all users of our site may make any changes to their information at anytime by logging into their control panel and going to the 'Edit Profile' page.
This policy was last modified on 30.11.2013
82 King Street
+44 (0)161 298 1984