YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE USING THIS PRODUCT. BY ACCESSING, USING OR INSTALLING THE SOFTWARE, YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, YOU MAY NOT DOWNLOAD OR ACCESS THE SOFTWARE.
This Agreement sets forth the terms and conditions of your use of Aimsun software (the „Software“) and associated services. For the purposes of this Agreement, „you“ or “Subscriber” means you, the end user, and „Licensor“ means Aimsun SLU and its subsidiaries and affiliates.
„Authorized Users“ shall mean Subscriber’s employees and independent contractors working for Subscriber in the ordinary course of Subscriber’s business who: (i) agree to be bound by the terms of this Agreement; and (ii) are specifically authorized by Subscriber to access the Service. The number of concurrent Authorized Users shall not exceed the total number of Authorized User licenses set out on any Purchase Order in force at any time between the Licensor and the Subscriber. The Subscriber is able to manage allocation of the total number of Authorized User licenses via the Licensor’s web portal (the my.aimsun.com portal) to individual Authorized Users.
„Service“ shall mean Licensor’s Web, email, and database services or other designated websites or IP addresses identified on a Purchase Order, including associated documentation made available to Subscriber in written form or online, subscribed to by Subscriber hereunder, together with use of the Software and support services as described in this Agreement.
„Service Start Date“ shall mean the date from which Subscriber first receives the applicable Service or as identified on an applicable Purchase Order, whichever is earlier.
„Fees“ shall mean the fees payable pursuant to Section 3 hereof and an applicable Purchase Order.
“Minimum Operating System Requirements” shall mean the minimum system requirements needed as a prerequisite to use the Software. These are continuously updated, and the latest requirements can always be found at: Aimsun Next Installation Guide.
„Purchase Order“ shall mean an order made in writing or electronically that describes the Software, Services, Term, Fees, the number of Authorized Users, and any other applicable terms and conditions applicable to Subscriber’s access and use of the Service. Each executed Purchase Order is hereby incorporated into this Agreement in its entirety by this reference. A Purchase Order will take precedence over any other provision of this Agreement, provided that any conflict or inconsistency in a Purchase Order with any other provision of this Agreement will only apply to that specific Purchase Order.
“Software” shall mean Aimsun computer software and any of its components or plug-in applications in object form only, and the data or documentation supplied with the software.
„Subscriber Data“ means (i) any electronic data, customer data, information, or material that Subscriber provides, uploads, or submits to Licensor in connection with this Agreement, and (ii) any electronic data, customer data, information, or material generated from or in connection with Subscriber’s use of the Service (including any Authorized User).
„Term“ shall mean the period beginning on the Effective Date and ending on the date the last Purchase Order in effect terminates or expires, as applicable.
“Territory” shall mean the countr(ies) where the Software is licensed under this Agreement, as stated on the Purchase Order.
„Workstation“ shall mean a computer with a central processing unit (CPU) used to access, display, and use the Software.
(a) Grant. Licensor hereby grants the Subscriber identified on the Purchase Order a limited, non-exclusive, and non-transferable license, without right of sublicense, during the Term to access, display, and use on Subscriber’s Workstations within the Territory, the Service, and to permit Authorized Users to access and use the Service, subject to the terms and conditions of this Agreement. All rights in the Service not expressly granted hereunder are reserved to Licensor.
(b) Scope. The license granted to Subscriber hereunder is solely for Subscriber’s internal business purposes related to: (i) research and educational purposes; or (ii) evaluation purposes only, according to the Purchase Order, or for commercial purposes to provide services to a third party only where explicitly stated on the Purchase Order (and which shall not result in any modification restrictions on use set out in this Agreement and shall be limited to the access, display, and use of the Service by only an Authorized User). Each Authorized User may access, display, and use the Service on only one Workstation at a time. Subscriber shall have no right pursuant to this Agreement to access, use, display, or distribute the Service, in whole or in part, beyond the number of Authorized Users identified on the applicable Purchase Order. Subscriber is responsible for all activities that occur under Subscriber’s and any Authorized User’s accounts. Subscriber will: (a) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all use of the Service by Subscriber and any Authorized User; (b) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Service, and notify Licensor promptly after becoming aware of any such unauthorized access or use; and (c) comply with all applicable local, state, federal, and foreign laws in using the Service. Nothing in this Agreement shall obligate Licensor to continue providing access to any Service beyond the date when Licensor ceases providing such Service to subscribers generally.
(c) Restrictions on Use. You shall not edit, alter, abridge, or otherwise change in any manner the content of the Service, including, without limitation, all copyright and proprietary rights notices. Subscriber may not, and may not permit others to (including any Authorized User):
i. Reverse engineer, decompile, decode, decrypt, disassemble, or in any way derive source code from, the software or Service;
ii. Modify, translate, adapt, alter, or create derivative works from the Service;
iii. Copy, distribute, publicly display, transmit, sell, rent, lease, or otherwise exploit the Service;
iv. Distribute, sublicense, rent, lease, loan [or grant any third-party access to or use of] the Service to any third party;
v. Harvest, collect, gather, or assemble information or data regarding other subscribers;
vi. Transmit through or post on the Service unlawful, immoral, libelous, tortuous, infringing, defamatory, threatening, vulgar, or obscene material or material harmful to minors;
vii. Transmit material containing software viruses or other harmful or deleterious computer codes, files, scripts, agents, or programs;
viii. Interfere with or disrupt the integrity or performance of the Service or the data contained therein;
ix. Attempt to gain unauthorized access to the Service, computer systems, or networks related to the Service; or
x. Harass or interfere with another subscriber or end-user’s use and enjoyment of the Service.
Further, no license is granted to you in the human readable code of the Software (source code). Except as provided below, this Agreement does not grant you any rights to patents, copyrights, trade secrets, trademarks, or any other rights in the Software and Documentation.
(d) Maintenance and Software Support. This Agreement entitles you to receive any updates and/ or bug fixes to or newer versions of this Software released during the Term. You shall receive software support and updates for the Software, provided payment of Fees is up to date in accordance with section 3 below. Eight (8) hours of technical support per annum is also included in the Fees. Any additional technical support shall be charged separately, and the parties shall enter into a separate support agreement on mutually agreeable terms.
(a) Service Fees and Other Fees. In exchange for the Services to be provided and the licenses granted under this Agreement, commencing on the Service Start Date, Subscriber shall pay Licensor the Fees identified in the applicable Purchase Order, plus any other applicable fees, costs, and expenses contained in the Purchase Order and this Agreement. Unless otherwise set forth in the applicable Purchase Order, all Fees are payable in advance on an annual basis and are based on the Services and the number of Authorized Users identified in the Purchase Order. Subscriber may add additional Authorized Users by either executing a new Purchase Order or amending an existing Purchase Order. In case of additional licenses being purchased part-way through a subscription Term, Licensor will pro rata the Fees and align the expiry date to allow renewal dates to be synchronized across the Service. Except if the parties expressly agreed otherwise, payment shall be made by bank transfer, in immediately available funds, to the bank account that Licensor may designate from time to time. Payment shall be made in Euros, and for that purpose the amounts due shall be converted into Euros at the exchange rate applicable on the date payment is made.
(b) Late Payments. If you fail to pay the Fees by the due date specified on the invoice, Licensor shall be entitled to interest from the day on which the Fees became due. Both parties agree that the rate of interest on overdue invoices shall be 1.5% per month, or the maximum amount allowable by applicable law, whichever is greater.
(c) Taxes. The Subscriber will be solely responsible for and will promptly pay; or reimburse the Licensor for of all applicable taxes, including – but not limited to – sales, use, excise, withholding, value-added, or similar taxes, assessments, or duties (or other similar charges) imposed by any governmental agency on or with respect to any Services or goods provided by the Licensor to the Subscriber, or the amounts payable to the Licensor therefore (collectively, “Taxes”). This includes any interest and penalty imposed on Taxes as a result of any act or omission of Licensor in accordance with the direction or request of Subscriber.
The Subscriber will provide the Licensor written evidence of any withholding tax paid by the Licensor or any tax exemption on which Subscriber wishes to rely. If Subscriber is obliged to withhold or deduct any portion of the Payment, then Licensor shall be entitled to receive from the Subscriber such amounts as will ensure that the net receipt, after tax and duties, to Licensor in respect of the Payment is the same as it would have been were the payment not subject to the tax or duties.
If the Subscriber qualifies for tax exemption, they must provide the Licensor, within a timeframe deemed reasonable by the Licensor, any necessary exemption certification or other documents reasonably requested by the Licensor.
You agree not to transfer or assign the Software and/or this Agreement to another party without the prior written consent of Licensor. If such consent is given and you transfer or assign the Software and/or this Agreement, then you must at the same time either transfer any copies of the Software and Documentation to the same party or destroy or return to Licensor any such materials not transferred. Except as set forth above, you may not transfer or assign the Software or rights under this Agreement.
You are responsible for compliance with all applicable laws, regulations, rules, and legal requirements. In any event you shall comply with the (re-) export control regulations of Spain, of the European Union and of the United States of America, as well as the countr(ies) to/ from which you have imported or exported. If required to conduct export control checks, you shall, upon our request, promptly provide us with all information pertaining to a particular end customer, destination and intended use of goods, works and services provided by you, as well as any export control restrictions existing. You agree to indemnify and hold us harmless from and against any claim, proceeding, action, fine, loss, cost and damages arising out of or relating to your noncompliance with export control regulations, and you shall compensate us for all losses and expenses resulting thereof, unless such noncompliance was not caused by you. This provision does not imply a change in burden of proof.
You agree that Licensor owns and holds all right, title, and interest to the Software and any Documentation, and all subsequent copies thereof regardless of the form or media. Furthermore, all title, ownership rights, and intellectual property rights in the Software and any Documentation shall remain with Licensor, including all corrections, enhancements, or other modifications made thereto. The Software and any Documentation are protected by copyright and other intellectual property laws and by international treaties. All rights not expressly granted to You under this Agreement are reserved by Licensor. Nothing in this section affects any right, title, and interest subsisting in any Subscriber Data.
The Licensor shall defend, at its expense, any action brought against Subscriber to the extent that the action is based only on an assertion that the Software, or any part thereof provided under this Agreement, when used within the scope of this Agreement, infringes a patent or copyright or trade secret of a third party, and it shall pay any settlement and any costs, damages and expenses finally awarded against Subscriber which are solely attributable to such claim provided that Subscriber gives Licensor prompt written notice of the existence of any such claim or proceeding, Licensor is given the exclusive control of the defense or settlement thereof and that Subscriber provides to Licensor all information it has available in connection with such claim and all reasonable assistance in connection therewith. In the event that a third party brings such an infringement claim, or if Licensor believes there is the possibility of such claim, Licensor shall have the rights at its sole election to (i) procure for Subscriber the right to continue using the Software, or (ii) modify or replace the Software so that it becomes non-infringing, or (iii) terminate the rights and license granted hereunder and refund Subscriber the Fees paid to Licensor. Licensor shall have no liability under this section 6 if the claim for any infringement is based upon acts or omissions of Subscriber or third parties (such as, without limitation, if based on modifications made to the Software by Subscriber or by any third parties, or on the use of items not provided by Licensor, or on a use of the Software by Subscriber in a manner contrary to the provisions of this Agreement). Subscriber shall indemnify Licensor from and against any claims described in this clause which may be brought against Licensor. This section 6 contains all liability and obligations of Licensor with respect to infringement of any industrial or intellectual property right and trade secrets by the Software.
Subject to all applicable data privacy laws, and Licensor’s Privacy Policy attached hereto and incorporated herein, to the extent that you have title and interest to any information or data gained in your use of the Software, you grant Licensor a license to use any information or data derived from the Software (including Subscriber Data), such as analytics or performance metrics, configuration, and traffic data, for legitimate business purposes, including monetization, machine learning and artificial intelligence application, and development and sales of services and solutions related to the information and data. Please read our Privacy Policy carefully before using our Service. Notwithstanding the foregoing, neither Licensor nor you will retain, use or disclose consumer personal information for any purpose other than the specific purpose of performing the services specified in this Agreement. Any transfer of consumer personal information will be for business purposes only, and shall not be sold or shared, retained, used or disclosed for any purpose outside of the direct business relationship established with this Agreement. Except where permitted under applicable privacy laws, consumer personal information will not be combined with information the party receives from or on behalf of another person or party or that is collected outside of this Agreement. The parties may audit compliance with this provision as permitted by applicable laws.
This Agreement shall be effective for the Term, unless terminated earlier in accordance herewith. Modifications in any ongoing Fees in connection with the Service shall be communicated to Subscriber no later than thirty (30) days prior to their effective date, and such modified Fees shall be deemed to replace those previously stated in the Purchase Order. This Agreement, including all Purchase Orders may be terminated as follows: (a) if either Party commits a material breach of this Agreement and fails to remedy such breach within thirty (30) days of receiving written notice thereof by the non-breaching Party („Notice of Breach“), the Party giving such notice may then deliver a second written notice to the breaching Party terminating this Agreement, in which event this Agreement, and the licenses granted hereunder, will terminate on the date specified in such second notice; or (b) if a receiver is appointed over any assets of either Party or if either Party makes any arrangement with its creditors or becomes subject to an administration order or goes into liquidation or anything equivalent to the foregoing under any jurisdiction or ceases to carry on business, the other may terminate by giving written notice with immediate effect. If this Agreement is terminated before the end of its then-current term (as identified on the applicable Purchase Order) for any reason other than by Subscriber under the foregoing clauses (a) or (b) in this Section, then Subscriber will pay to Licensor as liquidated damages, with respect to a Purchase Order, the amount due by Subscriber for the previous calendar month times the number of months remaining in such Term (as identified on the applicable Purchase Order) („Liquidated Damages“) within 30 days after such termination. The parties agree that the Liquidated Damages under this clause are not intended to be and will not be punitive in effect and that the Liquidated Damages are a genuine pre-estimate of loss (which may be difficult to ascertain) resulting from early termination of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, if Subscriber receives any notice of late payment under this Agreement in any form, written or electronic, such notice will be deemed to be a Notice of Breach.
Confidentiality. You acknowledge that the Software embodies substantial creative efforts and confidential information, ideas and expressions, and that the value of such items would be substantially harmed if detailed knowledge on the way of programming them were disclosed to third parties or by use contrary to the provisions of this Agreement. You shall hold the Software in strict confidence, and it shall take all reasonable precautions necessary to safeguard said confidentiality (including without limitation the execution of confidentiality agreements with Authorized Users or any of its employees having access to the Software). You shall not disclose, provide, or otherwise make available all or part of the Software in any form to any person other than its own employees (and in this case on a need-to-know basis) and to Aimsun SLU’s employees, without our prior written consent.
The laws of the Spain (excluding choice of law provisions and the statutes on international sales of goods (such as, without limitation, the U.N. Convention, dated April 11, 1980, on the Contracts for International Sales of Goods)) shall govern the construction, validity, and performance of this Agreement. The parties expressly submit the resolution of any and all disputes arising in connection with this Agreement to the courts of the city of Barcelona (Spain), waiving their right to submit them to other competent courts, if any.
You shall bear all risk of loss and damage of the Software from the date of download or first use. In the event of said damage or loss occurring, we shall not be bound to replace or to repair any lost or damaged Software. We warrant, during the Term, that the Software, if used as directed, will operate substantially in accordance with the functionality described in the Documentation. You acknowledge that the Software has not been developed to meet your individual requirements, including any cybersecurity requirements you might be subject to under law or otherwise, and that it is therefore your responsibility to ensure that the facilities and functions of the Software a described in the Documents meet your requirements. In case the Software does not conform to this warranty, you must notify us as soon as possible. Licensor’s sole liability for any breach of this warranty shall be, in Licensor’s sole discretion (i) to replace your defective media or Software, or (ii) to advise you how to achieve substantially the same functionality with the Software as described in any Documentation through a procedure different from that set forth in any Documentation, or (iii) if the above remedies are impracticable, to refund the license fee you paid for the Software. Repaired, corrected, or replaced Software and Documentation shall be covered by this limited warranty for the period remaining under the warranty that covered the original Software.
You acknowledge that access to the Aimsun SLU web server may be interrupted by technical problems for short periods of time. We will restore access as soon as possible, but we do not warrant that your use of the Software will be uninterrupted or error-free. Other than our obligations set out in this section 10, we will not be liable for any damages or losses, whether direct or indirect, arising out of or in connection with the failure of the Software to substantially conform to its specifications. The limited warranty contained in this section 10 does not extend to any failure of the Software caused by: i) any modification or change not made by Licensor; ii) any noncompliance caused by use of the Software in combination with products, goods, services or other items furnished by anyone other than Licensor; iii) any use of the Software in an operating environment incompatible with the Software (including but not limited to any operating environment that does not meet the Minimum Operating System Requirements) or if otherwise your or a third party’s hardware causes the Software malfunction. iii) any other circumstances beyond the Licensor’s control, including especially breakdown or inaccessibility of Internet nodes due to hardware or software problems outside of the Aimsun SLU web server, including incompatibilities arising from alterations of non- Aimsun SLU Software.
THIS IS A LIMITED WARRANTY, AND THE WARRANTY SET FORTH IN THIS AGREEMENT IS THE ONLY WARRANTY MADE BY LICENSOR. LICENSOR MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF THIRD PARTIES‘ RIGHTS. TO THE FULL EXTENT PERMITTED BY LAW, THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE ABOVE LIMITED WARRANTY PERIOD. MOREOVER, IN NO EVENT WILL WARRANTIES PROVIDED BY LAW, IF ANY, APPLY UNLESS THEY ARE REQUIRED TO APPLY BY STATUTE NOTWITHSTANDING THEIR EXCLUSION BY CONTRACT. NO DEALER, AGENT, OR EMPLOYEE OF LICENSOR IS AUTHORIZED TO MAKE ANY MODIFICATIONS, EXTENSIONS, OR ADDITIONS TO THIS LIMITED WARRANTY. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE REMAINS WITH YOU.
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY SHALL LICENSOR OR ITS SUPPLIERS OR RESELLERS, BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, LOSS OF OPPORTUNITY, , COST OF SUBSTITUTED SERVICES, LOSS OF DATA, BUSINESS INTERRUPTIONS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER PERSONAL OR COMMERCIAL DAMAGES OR LOSSES ARISING FROM THE USE OR INABILITY TO USE THE PROGRAMS (WHETHER OR NOT DUE TO ANY DEFECTS THEREIN). IN NO EVENT WILL LICENSOR BE LIABLE FOR ANY DAMAGES EVEN IF LICENSOR SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES WERE REASONABLY FORSEEABLE, OR FOR ANY CLAIM BY ANY OTHER PARTY. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY RESULTING FROM LICENSOR’S GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH LIMITATION. IN NO EVENT SHALL LICENSOR’S LIABILITY EXCEED THE FEES PAID BY YOU FOR THE SOFTWARE IN THE 12 MONTHS PRECEDING ANY CLAIM.
You agree to defend, indemnify, and hold harmless Licensor, its suppliers, and its resellers from and against all liabilities, costs, damages, and expenses (including settlement costs and reasonable attorneys‘ fees) arising from any claims from anybody that result from or relate to your use, reproduction, or distribution of the Software, or your breach of any representation, warranty, or obligation under this Agreement.
In the event any provision of this Agreement is found to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of any of the remaining provisions shall not in any way be affected or impaired.
You further agree that this Agreement is the complete and exclusive statement of the agreement between you and Licensor, and supersedes all proposals or prior agreements, oral or written, and all other communications between you and Licensor relating to the subject matter of this agreement. This Agreement may only be modified by a written agreement signed by both you and an authorized representative of Licensor [optional: , provided, that no provision of this Agreement relating to Licensee may be modified without the additional written agreement of Licensee].
By downloading, installing, or using any part of this Software, you indicate that you have read this Agreement, understand it, and agree to be bound by its terms and conditions.
Licensor shall not be liable hereunder for any failure or delay in the performance of its obligations under this Agreement if such failure or delay is on account of causes beyond its control, including, but not limited to, labor disputes, civil commotion, war, fires, floods, inclement weather, governmental regulations or controls, public health related orders or quarantines, casualty, government authority, strikes, or acts of God, in which event Licensor shall be excused from its obligations for the period of the delay and for a reasonable time thereafter.
The failure or delay by Licensor to require performance of any provision of this Agreement does not constitute a waiver. All waivers by Licensor must be provided in writing and signed by Licensor in each instance, and a waiver in one instance does not constitute a waiver in any subsequent instance.
Supplementary terms and conditions such as the Privacy Policy, Cookie Policy, and user manuals may apply and, in such cases, shall be considered a part of the Documentation. Supplementary terms and conditions may be accessed here:
Privacy policy: https://www.aimsun.com/privacy-policy/
Cookie policy: https://www.aimsun.com/cookie-policy/
User manual: https://docs.aimsun.com/next/24.0.0/
TEILEN
Aimsun Next 23
Aimsun Next 20.0.5
Aimsun Next 23
@manual {AimsunManual,
title = {Aimsun Next 23 User’s Manual},
author = {Aimsun},
edition = {Aimsun Next 23.0.0},
address = {Barcelona, Spain},
year = {2023. [Online]},
month = {Accessed on: Month, Day, Year},
url = {https://docs.aimsun.com/next/23.0.0/},
}
Aimsun Next 20.0.5
@manual {AimsunManual,
title = {Aimsun Next 20.0.5 User’s Manual},
author = {Aimsun},
edition = {Aimsun Next 20.0.5},
address = {Barcelona, Spain},
year = {2021. [In software]},
month = {Accessed on: Month, Day, Year},
url = {qthelp://aimsun.com.aimsun.20.0/doc/UsersManual/Intro.html},
}
Aimsun Next 23
TY – COMP
T1 – Aimsun Next 23 User’s Manual
A1 – Aimsun
ET – Aimsun Next Version 23.0.0
Y1 – 2023
Y2 – Accessed on: Month, Day, Year
CY – Barcelona, Spain
PB – Aimsun
UR – [In software]. Verfügbar: https://docs.aimsun.com/next/23.0.0/
Aimsun Next 20.0.5
TY – COMP
T1 – Aimsun Next 20.0.5 User’s Manual
A1 – Aimsun
ET – Aimsun Next Version 20.0.5
Y1 – 2021
Y2 – Accessed on: Month, Day, Year
CY – Barcelona, Spanien
PB – Aimsun
UR – [In software]. Available: qthelp://aimsun.com.aimsun.20.0/doc/UsersManual/Intro.html
