END-USER LICENSE AGREEMENT
Effective from December 2022
This End User License Agreement (hereinafter “EULA”) governs the relationship and is legally binding agreement between You (the Licensee or/and You), an individual customer or entity and ABS Center d.o.o./brand name Spry (the Licensor or/and US), regarding Your use of Our software - Spry Simulation, as well as any and all related updates and upgrades (the Software and or Application), unless any such update or upgrade is accompanied by a separate license in which case the separate license shall govern. This Agreement is a legally binding contract regarding Your access to our Software, that includes terms that limit your legal rights and Our liability to You. You hereby agree, without limitation or alteration, to all the terms and conditions contained herein.
BY INSTALLING, USING, OR OTHERWISE ACCESSING THE SOFTWARE / APPLICATION YOU AGREE TO THE TERMS OF THIS EULA. IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, OR DO NOT WISH TO BE BOUND BY THEM, PLEASE DO NOT INSTALL, USE, OR OTHERWISE ACCESS THE SOFTWARE. IN THE EVENT OF A CONFLICT BETWEEN THE TERMS OF THIS EULA AND ANY SPECIAL TERMS, THE TERMS OF THIS EULA SHALL ALWAYS PREVAIL.
2.1 Grant of License
The enclosed Software is licensed, not sold. We grant You personal, revocable, perpetual, non-exclusive, non-sublicensable, non-transferable license to install and use the Software for Your own non-commercial use, subject to the limitations defined in this EULA. Software is being licensed to You and You hereby acknowledge that no title or ownership of the Application is being transferred or assigned to You and this EULA is not to be construed as a sale of any rights of the Software. We grant you the license to: (i) use and access the Software and any modified or replacement versions of that specific Software version; (ii) install one version of the Software to your Computer Device. Your rights granted herein are subject to Your compliance with this EULA and You agree not to use the Software for any other purpose. Any commercial use is prohibited.
Upon purchasing the license to the Software, you are entitled to transfer Our Software on Your own Computer Device from our Website and activate the Software with the use of the key which You shall obtain upon license purchase. You can only activate Software once on one Computer Device. Once Software is installed You can deactivate the Software on Your Computer Device and activate it on another Computer Device. In the event You will not be able to deactivate the Software on Your Computer Device (if for example You demonstrate to us that Your existing Computer Device has stopped working and therefore You are not able to deactivate the Software) please contact us via email: firstname.lastname@example.org.
License is granted under the following conditions:
You have lawfully obtained the Software and comply with the terms of this Agreement;
You ensure that anyone who uses the Software (accessed either locally or remotely): (i) does so only on Your behalf and (ii) complies with the terms of this Agreement;
You will not use, copy, modify, make derivative works or distribute the Software other than as expressly permitted in this Agreement;
You will not reverse assemble, reverse compile, otherwise translate, or reverse engineer the Software, except as expressly permitted by law without the possibility of contractual waiver;
- You will not reverse engineer or access the Software in order to: (i) build a competitive product or service, (ii) build a product using similar ideas, features, functions, content or graphics of the Software or (iii) copy any ideas, features, functions or graphics of the Software (except as may be allowed by any applicable law which is incapable of exclusion by agreement between the Parties);
- You will not use any of the Software’s components, files, modules, audio-visual content, or related licensed materials separately from that Software;
- except as/if expressly provided in this Agreement, You shall not license, sublicense, sell, resell, transfer, assign, distribute, rent, lease or otherwise commercially exploit or make available to any third party the Software in any way;
- You will not attempt to access any systems, programs or data that are not licensed under this Agreement, or otherwise made available by Us for public use; and
- You will not delete or in any manner alter any of Our trademark notices, disclaimers or other legends contained in the Software or appearing on any screens, documents, reports, numeric results or other materials obtained by You through use of the Software. Under the license, You may print out, or otherwise make, printed or electronic copies of the reports, numeric results and other information generated from Your access and use of the Software. In the course of using the Software, You may process its own data or data provided by Us and retain the benefit of such processing but We shall have no liability whatsoever for any errors or defects therein, or for any impact they may have upon You or Your business.
2.2 Trial Version
We may provide evaluation ("Trial") versions of the Software. If You wish to download Our Trial version of the Software, You can download Our Trial Version of the Software to Your Computer Device and use the Software for three (3) days (Trial Period). If You elect to use the Software for the Trial Period and do not purchase a License before the end of that Trial Period, this Agreement will terminate at the end of such Trial Period.
In order to use the Software, You must pay an up-front, one time license fee. Exact license fee will be specified on our Website. Subject to receiving payment, We grant you a non-exclusive royalty free, non-transferable, perpetual, revocable license to indefinitely use that specific version/release of the Software obtained as specified in the applicable purchase receipt. In addition, You are entitled to use any and all subsequent versions of that specific Software (for example if You are licensed to Software version/release is 1.01 You are entitled to use subsequent versions 1.1, 1.2., 1.21, etc. until the next main version 2.00).
You can obtain one or more licenses with one purchase which allows You to activate the Software on more computers (one computer per license). In that case, only one activation key will be issued to you.
In general, we use third party payment provider Stripe to process the payments, however we may use other payment methods (for example in some events (for example if license purchase would be made by Institution of a Public Sector) We may ask You to issue an applicable Purchase Order based on which we will issue electronic invoice (e-invoice)).
4 ACCESSING AND DOWNLOADING THE APPLICATION FROM THE APP STORE
There are additional platform provisions that apply to You when you download the Application though Apple Store, Microsoft Store or Google Play store and which you need to agree to when downloading our Application. Specific provisions applicable for each App Store is specified in Appendix 1 of this EULA.
We Offer Microsoft Excel add-ins/ additional spreadsheet functions, which enables system dynamics, discrete-event and Monte Carlo simulation in modern spreadsheets, especially for small to medium-sized simulation models and for proof-of-concept tasks. These additional spreadsheet functions represent event generators, queues, state variables, delays and other simulation elements that You can connect together while you design the model. During simulation run, Software mimics the passage of time by recalculating the model several times, for each consecutive time period. Data collection and statistics for specific cells in the model that interest You are also arranged by a special spreadsheet function.
Detailed description of our Services is available here: https://sprysimulation.com/documentation/.
6 HARDWARE AND SOFTWARE REQUIREMENTS
For You to be able to use Our Software, You need to have one of the following systems installed: Microsoft Windows 32 or 64-bit operating system, Excel for Microsoft 365, Excel 2019, Excel 2016 (32 or 64-bit), .NET Framework 4.0. After download, run the setup program and follow the wizard. When the wizard finishes, start Microsoft Excel. A dialog box will be made available which allows for the activation of Your license by using the activation key that You will receive by email after the license purchase. With the wizard You can also apply for the trial license. When the license is activated, you can start to use the Software.
You are solely responsible for acquiring, servicing, maintaining, and updating all equipment, computers, software and communications services not owned or operated by or on behalf of Us, that allow You to access and use the Software, and for all expenses relating thereto (plus any applicable taxes). You agree to access and use the Software in accordance with any and all operating instructions or procedures that may be issued by Us, and amended by Us from time to time.
You are entitled to receive support for the purchased Licence. Support is available via email at: email@example.com. Please note that Our Support for a particular version or release of the Software is not indefinitely available and We may withdraw Support for that Software version or release, subject to meeting any contractually agreed commitments as set out in the invoice (if applicable). When Support is withdrawn, You must upgrade to a supported version or release of the Software in order to continue to receive Support.
8 USER CONTENT
Software may allow You to create content such as data, messages, graphics, text, and other information (“User Content”), and to share such User Content with others who you provide access to. You are solely responsible for Your User Content that you upload, publish, display, link to or otherwise make available (hereinafter, “share”) on or through the Software, and You agree that We only act as a passive conduit for Your online distribution and publication of Your User Content.
You understand that We have no control over the access to Your User Content, the sharing of Your User Content, the privacy or confidentiality of Your User Content and that You, together with the third-party service providers are subject to the terms of service of said third-party service providers and have the sole control over such User Content.
We take no responsibility and assume no liability for any User Content that You or any other user or third party creates with the Software or shares through Software. You shall be solely responsible for Your own User Content and the consequences of sharing or publishing it. You understand and agree that any loss or damage of any kind that occurs as a result of the use of any User Content that You send, upload, download, stream, post, transmit, display, share or otherwise make available or access through Your use of the Software is solely Your responsibility.
9 INTELLECTUAL PROPERTY RIGHTS
We reserve all rights, titles and interest to our Services, Software and Intellectual Property, whether registered or not, except for the copyright of Third Parties’ Technologies. You agree not to modify, publish, transmit, reverse engineer, participate in transfer or sale, create derivative works, or in any way exploit any of our Intellectual Property, in whole or in part. Except as expressly provided in this EULA, nothing contained herein shall be construed as conferring any license or right to you, by implication, estoppel or otherwise, under copyright or other intellectual property rights. You agree that our Services, Software and Intellectual Property may be used only as provided in this EULA.
For the purposes of this EULA, “Intellectual Property Rights” means all patent rights, trade names, proprietary rights, copyright rights, titles, computer codes, audiovisual effects, themes, characters, character names, stories, dialog, settings, artwork, sound effects, musical works, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
YOU GRANT US A NON-EXCLUSIVE, PERPETUAL, IRREVOCABLE, WORLDWIDE, ROYALTY-FREE LICENSE WITH THE RIGHT TO SUBLICENSE, USE, COPY, TRANSMIT, DISTRIBUTE, CREATE DERIVATIVE WORKS OF, DISPLAY AND PERFORM THE SAME IN RESPECT OF ANY MATERIALS OR OTHER INFORMATION (INCLUDING, WITHOUT LIMITATION, IDEAS, CONCEPTS OR TECHNIQUES FOR NEW OR IMPROVED SERVICES AND PRODUCTS) SUBMITTED BY YOU, WHETHER AS FEEDBACK, DATA, QUESTIONS, COMMENTS, OR SUGGESTIONS.
10 THIRD PARTY TECHNOLOGY
Software uses/may use third-party technologies, whereas such third-party technologies may be subject to commercial licenses (“Commercial Third-Party Technology”) or to open-source software licenses ("Open-Source Components"). To the extent there is conflict between the license terms covering the Open-Source Components and this EULA, the terms of such licenses will apply in lieu of the terms of this EULA. To the extent that the terms of the licenses, applicable to Open-Source Components, prohibit any of the restrictions in this EULA with respect to such Open-Source Components, such restrictions will not apply to such Open-Source Components.
The following list includes Commercial Third-Party Technologies: (i) Icons8 (https://icons8.com/); (ii) Soraco QML (https://soraco.co/); (iii) MkDocs (https://www.mkdocs.org/ ); (iv) Material for MkDocs (https://squidfunk.github.io/mkdocs-material/); (v) Stripe (https://stripe.com/ ).
We will update the list of Commercial and Open Source Third Party Technologies that we will use as often as reasonably possible.
11 THIRD-PARTY CONTENT
Our Software may include Third-Party Content. We assume no responsibility or liability for such Third-Party Content, as it is created by a Third Party, it does not represent our views and we expressly disclaim all liability arising or connected to such Third-Party Content. If you wish to complain about any Third-Party Content on our Services or believe any of your rights have been violated e.g. your copyright infringed, you have been defamed etc., you can email us at: support@sprysimulation. We shall not be responsible or liable, either directly or indirectly, for any damage or loss caused or alleged to be caused in connection with your use or reliance on any such Third-Party Content.
12 DISCLAIMER OF WARRANTY
TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THE SOFTWARE IS PROVIDED TO YOU “AS IS'', WITH ALL FAULTS, WITHOUT WARRANTY OF ANY KIND, WITHOUT PERFORMANCE ASSURANCES OR GUARANTEES OF ANY KIND, AND YOUR USE IS AT YOUR SOLE RISK. THE ENTIRE RISK OF SATISFACTORY QUALITY AND PERFORMANCE RESIDES WITH YOU. WE AND OUR LICENSORS (COLLECTIVELY “WE” FOR PURPOSES OF THIS SECTION AND SECTION 10) DO NOT MAKE, AND HEREBY DISCLAIM, ANY AND ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES, INCLUDING IMPLIED WARRANTIES OF CONDITION, UNINTERRUPTED USE, MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OF THIRD-PARTY RIGHTS, AND WARRANTIES (IF ANY) ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WE DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SOFTWARE; THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS; THAT OPERATION OF THE APPLICATION WILL BE UNINTERRUPTED OR ERROR-FREE; THAT THE SOFTWARE WILL INTEROPERATE OR BE COMPATIBLE WITH ANY OTHER SOFTWARE; THAT ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED; OR THAT THE SOFTWARE WILL BE AVAILABLE FOR REINSTALLS TO THE SAME OR MULTIPLE DEVICES.
NO ORAL OR WRITTEN ADVICE PROVIDED BY US OR ANY AUTHORIZED REPRESENTATIVE OR THIRD PARTY SHALL CREATE A WARRANTY.
13 LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, IN NO EVENT SHALL LICENSOR AND ITS CONNECTED COMPANIES (INCLUDING IT’S OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS AND CONTRACTORS) BE LIABLE TO YOU FOR ANY LOSS OF PROFIT, DATA OR DAMAGES OF ANY KIND, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE (INCLUDING, WITHOUT LIMITATION, FOR ANY DIRECT, INDIRECT, ECONOMIC, EXEMPLARY, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES) THAT ARE DIRECTLY OR INDIRECTLY RELATED TO: (A) YOUR USE OR INABILITY TO USE OUR SERVICE; (B) UNAUTHORIZED ACCESS TO YOUR ACCOUNT (C) FAILURE OF PERFORMANCE (D) MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS AND PERFORMANCE OF THE SERVICES (E) ANY ERRORS OR OMISSIONS IN THE SERVICE'S OPERATION; OR (F) ANY DAMAGE OR TECHNOLOGY INCLUDING, WITHOUT LIMITATION, DAMAGE FROM ANY SECURITY BREACH OR FROM ANY VIRUS, BUGS, TAMPERING, FRAUD, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER LINE OR NETWORK FAILURE OR ANY OTHER TECHNICAL OR OTHER MALFUNCTION; OR (G) THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO LICENSOR’S RECORDS, PROGRAMS OR SERVICES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATION OF LIABILITY; THEREFORE, THIS LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN SUCH JURISDICTIONS. In no event shall Our total liability to You for all damages (except as required by applicable law) exceed the amount actually paid by You for the Software. THIS LIMITATION APPLIES, BUT IT IS NOT LIMITED TO ANYTHING RELATED TO THE APPLICATION, SOFTWARE, SERVICES, OR CONTENT MADE AVAILABLE THROUGH THE SOFTWARE. You agree that the provisions in this EULA that limit liability are essential terms of this EULA.
You agree to defend, indemnify, and hold harmless Licensor and its employees, contractors, officers, and directors from any and all claims, suits, damages, costs, lawsuits, fines, penalties, liabilities, expenses (including attorney's fees) that arise from Your use or misuse of the Software, violation of the EULA, or violation of any rights of a third party. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, in which event You will cooperate in asserting any available defenses.
15 INJUNCTIVE RELIEF
You agree that if Your breach of this EULA will cause irreparable injury to Us for which monetary damages would not be an adequate remedy We shall be entitled to seek equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security, or proof of damages.
16 TERM & TERMINATION
This Agreement will commence on the Effective Date and remain in force and effective until terminated. We may immediately terminate Your license if You fail to comply with any material provision of this Agreement or otherwise materially breaches this Agreement. This Agreement may also be terminated immediately by either Party on giving notice in writing to the other if:
the other Party files in any court or agency pursuant to any statute or regulation of any state or country a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assets or if the other Party will propose or be a party to any dissolution or liquidation;
a court of competent jurisdiction shall make an order to that effect;
the other Party shall become subject to an administration order;
the other Party shall enter into any voluntary arrangement with its creditors;
the other Party shall cease or threaten to cease to carry on business;
the other Party breaches any material provision of this Agreement which is not capable.
17 EFFECT OF TERMINATION
If the license is terminated for any reason by either Party, You agree to promptly discontinue use of and destroy all of Your copies of the Software. Any termination of this Agreement (howsoever occasioned) shall not affect any accrued rights or liabilities of either Party nor shall it affect the coming into force or the continuance in force of any provision of this Agreement which is expressly or by implication intended to come into or continue in force on or after such termination. On termination of this Agreement, all rights (including the license granted to You will cease). Termination will have no effect on Your obligation to pay for any services rendered prior to termination. The terms of clauses Term and Termination, Limitation of Liability, Intellectual Property Rights, Confidentiality, General Provisions shall survive any expiration or termination of this Agreement.
We may develop and provide Software updates, which may include upgrades, bug fixes, patches and other error corrections and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that We have no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. You shall promptly download and install all Updates and acknowledge and agree that the Software or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Software and be subject to all terms and conditions of this EULA.
19 GENERAL PROVISIONS
. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
. We shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation.
. If any provision of this EULA is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that EULA shall otherwise remain in full force and effect and enforceable.
. We may transfer, assign or delegate EULA and its rights and obligations without consent. You may not assign or transfer any of your rights or obligations under this EULA without Our prior written consent.
. EULA shall be governed by and constructed in accordance with the laws of the Republic of Slovenia, and the parties submit to the exclusive jurisdiction of the competent court of Ljubljana, Slovenia. The procedure regarding any complaints is confidential. The language to be used shall be Slovenian.
. All disputes or claims arising out of or in connection with this EULA shall be settled in front of applicable court in Ljubljana, Slovenia.
. If you need to contact us in relation to this EULA please email us at support@sprysimulation. All communication must be made in English or alternatively in Slovenian language.
YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ THIS EULA AND UNDERSTAND THE RIGHTS, OBLIGATIONS, TERMS AND CONDITIONS SET FORTH HEREIN AND BY USING OUR SERVICES YOU EXPRESSLY CONSENT TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS EULA AND GRANT US RIGHTS SET FORTH HEREIN.
© 2022 ABS-Center d.o.o. All rights reserved
ACCESSING AND DOWNLOADING THE APPLICATION FROM THE APP STORE, GOOGLE APP STORE, MICROSOFT APP STORE
1) ACCESSING AND DOWNLOADING THE APPLICATION FROM THE APPLE APP STORE The following applies to any Application accessed through or downloaded from the Apple App Store (“App Store Sourced Application”):
You acknowledge and agree that (i) this EULA is concluded between You and Us only, and not Apple; and (ii) We, not Apple, are solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the Apple App Store Terms of Service.
You will use the App Store Sourced Application only (i) on an Apple-branded product that runs iOS (Apple’s proprietary operating system software); and (ii) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service.
You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.
In the event of any failure of any App Store Sourced Application to conform to any applicable warranty, You may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to You and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between Us and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be Our sole responsibility.
You and We acknowledge that, as between Us and Apple, Apple is not responsible for addressing any claims You have or any claims of any third party relating to the App Store Sourced Application in Your possession and use of the App Store Sourced Application, including but not limited to (i) product liability claims; (ii) any claim that an App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
You and Us acknowledge that, in the event of any third party claim that an App Store Sourced Application or Your possession and use of that App Store Source Application infringes that third party’s intellectual property rights, as between Us and Apple, We, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by this EULA.
You and Us acknowledge and agree that Apple and its subsidiaries are third party beneficiaries of this EULA and that upon Your acceptance of this EULA, Apple will have the right (and will be deemed to have accepted the right) to enforce this EULA.
By using the App Store Sourced Application You represent and warrant that (i) You are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) You are not listed on any U.S. Government list of prohibited or restricted parties.
Without limiting any other terms of this EULA, You must comply with all applicable third party terms of agreement when using the App Store Sourced Application.
2) ACCESSING AND DOWNLOADING THE APPLICATION FROM THE GOOGLE APP STORE
The following applies to any Application accessed through or downloaded from the PlayStation Store:
You acknowledge and agree that: (i) this EULA is concluded between You and Google Play only;
You acknowledge and agree You are granted a limited license to use the Application only on a system that You own or control or other such system to which the Application is delivered by Google Play; and
3) ACCESSING AND DOWNLOADING THE APPLICATION FROM THE MICROSOFT APP STORE
The following applies to any Application accessed through or downloaded from the Microsoft Store:
You acknowledge that Microsoft Corporation or its affiliates have no obligation whatsoever to provide support or other services with respect to the Application;
You acknowledge and agree that to the maximum extent permitted by applicable law, Microsoft Corporation and its affiliates will have no warranty obligation whatsoever with respect to the Application. Any other liabilities and damages for any failure to conform to any warranty will be Our sole responsibility.