PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE YOU (i) BREAK THE
SEALED SOFTWARE PACKAGE, (ii) INSTALL, COPY, USE AND/OR (iii) DOWNLOAD ANY PIECE OF AIMSUN SOFTWARE.
This is a legally binding end user license agreement (the “Agreement”) between you (the “Licensee”) and Aimsun
SL with registered offices at Barcelona 08007 (Spain), Ronda Universitat 22 B, with Tax Identification Number B61504775.
BY BREAKING THE SEALED SOFTWARE PACKAGE AND/OR BY PRESSING THE “YES”” BUTTON AND/OR BY
INSTALLING, COPYING OR OTHERWISE USING THE SOFTWARE YOU ACKNOWLEDGE THAT YOU HAVE
READ AND UNDERSTOOD THIS END-USER LICENSE AGREEMENT AND YOU AGREE TO BE BOUND BY THE
FOLLOWING TERMS AND CONDITIONS. AIMSUN SL WILL LICENSE THE SOFTWARE ONLY IF YOU AGREE
TO ALL OF THESE TERMS.
IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, SELECT THE “NO”
BUTTON AND DO NOT INSTALL, COPY OR OTHERWISE USE THE SOFTWARE AND PROMPTLY RETURN THE
UNOPENED SOFTWARE PACKAGE AND THE ACCOMPANYING ITEMS (INCLUDING PRINTED MATERIALS),
IF APPLICABLE. YOU WILL BE REFUNDED THE APPLICABLE FEE OR THE APPROPRIATE PORTION
This Agreement will be effective on the date that the Licensee agrees to these terms and conditions.
When used in this Agreement, the terms which appear below shall have the following meaning:
a) “Software” shall mean a) the Aimsun application software and any of its components or plug-in
applications, in object code form only, b) any documentation concerning said Software supplied by Aimsun SL to
Licensee, and c) any versions, modifications, enhancements, updates or similar changes to said software and/or
documentation, whether developed by or for Aimsun SL, which may, in Aimsun SL’ sole discretion, be provided
by Aimsun SL to Licensee. “Software” will only include the applications and components that have been
effectively paid and licensed to the Licensee according to the purchased made as agreed with Aimsun SL.
b) “Workstation” means a monitor and keyboard capable of accessing the Software with the appropriate
c) “Master Key” means the hardware-based or software-based protection key that enables you to
activate and use the Software.
d) “Key Codes” means the codes that activate the Software that you receive when: (i) install the
Software; and (ii) you make the complete payment of this license.
e) “International Licenses” means a license under which the Software is installed on a server located at
the LICENCEE’s central work station, allowing the LICENCEES’S employees to access the Software remotely
wherever they are located.
This Software program is a proprietary product of Aimsun SL and is protected by copyright laws. Use of this
Software is governed by this license agreement and applicable law including copyright law. All rights are
reserved by Aimsun SL.
a) License grant
Upon your acceptance of this Software license Agreement by (i) pressing the “YES” button;
(ii) installing, copying or otherwise using the Software; and/or (iii) breaking the sealed Software package, Aimsun
SL grants you a personal, non-exclusive, non-transferable, limited license to download, install and use a copy of
the Software in object code on one computer, for internal Licensee’s purposes only, for research and educational purposes only, or for evaluation purposes only, according to the purchase
made and agreed with Aimsun SL, or for commercial purposes to provide services to a third party, which does
not mean any modification of the use restrictions established herein. The LICENSEE shall not have the right to
transfer the use of the software, and the LICENSEE is not allowed to make the Software accessible to its clients,
or to include it in any developed final product without prior consent from Aimsun SL. This license will only be
valid for one installation of the Software. If you have requested an International License, the Software will be installed in a server located at the LICENCEE’s central work station and the LICENCEE’s employees can access it remotely wherever they are
This Agreement authorizes the use of the Software by Licensee. The Licensee must have a license
and the Master Key for each workstation that is capable of operating the Software.
c) Master Key. Aimsun SL furnishes or has furnished the Licensee with a Master Key that activates said Software.
d) Key Codes. Aimsun SL provides the Licensee with the appropriate codes that activates the Software. Aimsun
SL will provide the Licensee with a provisional Key Code for the Software installation and with the definitive Key
Code when all payments are made.
4.1. Aimsun SL shall defend, at its expense, any action brought against Licensee 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 Licensee which are solely
attributable to such claim provided that Licensee gives Aimsun SL prompt written notice of the existence of any
such claim or proceeding, Aimsun SL is given the exclusive control of the defense or settlement thereof and that
Licensee provides to Aimsun SL all information it has available in connection with such claim and all reasonable
assistance in connection therewith.
4.2. In the event that a third party brings such an infringement claim, or if Aimsun SL believes there is the
possibility of such claim, Aimsun SL shall have the rights at its sole election to (i) procure Licensee 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 Licensee the license fees paid to Aimsun SL.
4.3. Aimsun SL shall have no liability under this clause 4 if the claim for any infringement is based upon
acts or omissions of Licensee or third parties (such as, without limitation, if based on modifications made to the
Software by Licensee or by any third parties, or on the use of items not provided by Aimsun SL, or on a use of the
Software by Licensee in a manner contrary to the provisions of this Agreement). Licensee shall indemnify Aimsun
SL from and against any claims described in this clause which may be brought against Aimsun SL.
4.4. The above paragraphs contain all liability and obligations of Aimsun SL with respect to infringement
of any industrial or intellectual property right and trade secrets by the Software.
5.1. Subject to imperative legal provisions of any applicable law and to the provisions of this Agreement,
Licensee shall not modify, decompile, disassemble, recreate, reverse engineer, copy, reproduce or make
subsequent or derivative versions of the Software, or take any other action inconsistent with Aimsun SL’
intellectual or industrial property rights in the Software without the prior written consent of Aimsun SL.
5.2. Licensee may make one (1) backup copy of the licensed Software to support the use of the Software
in accordance with this Agreement.
5.3. This license is a single license for each workstation. Aimsun SL shall provide or has provided Licensee
with the appropriate Key Code that activates the Software. If agreed with Aimsun SL, the Licensee may install
and use only one copy of the Software on one server, to be used for different workstations.
5.4. No authorization by Aimsun SL shall be required for the installation, loading, reproduction and
execution of the Software when those activities are necessary for Licensee to use the Software in accordance
with its intended use and they are carried out in accordance with the particular type of license granted.
5.5. Licensee shall not transfer, sublicense, assign or deliver the Software to any third party. Licensee shall
not export the Software from the country where the Software is furnished to Licensee.
6.1. The licensed Software (including any authorized copies made by Licensee) and all components
thereof, as well as all intellectual and industrial property rights therein are and shall at all times remain, the
property of Aimsun SL (or of Aimsun SL’ third party suppliers, as the case may be), and Licensee shall have no
right, title, or interest therein, except as expressly set forth in this Agreement.
6.2. Licensee may not remove any copyright, trademark, proprietary rights, disclaimer or warning notice
included on or embedded in any part of the Software. All copies of Software (including the back-up copy) shall
contain all copyright, trademarks and proprietary notices as in the original.
7.1. Upon breaking the sealed Software package, installing, downloading, copying or using the
mentioned Software, the first that occurs, Licensee shall bear all risk of loss and damage of the Software. In the
event said damage or loss occurred, Aimsun SL shall not be bound to replace or to repair any lost or damaged
7.2. Aimsun SL warrants, for a period of ninety (90) days as from the date of break of the sealed Software
package, installation, download, copy and/or use, the first that occurs, that the licensed Software will
substantially perform in accordance with its specifications as set forth on its documentation. Any request made
by the Licensee under this warranty provision shall only be valid if written notice of the defect is sent by Licensee
to Aimsun SL within the ninety-day (90) period mentioned above.
7.3. During the period to which the warranty mentioned in the paragraph above applies, the Licensee’s
exclusive remedy will be that Aimsun SL will correct or replace, at Aimsun SL’ option, the Software found
defective. If during the applicable warranty period, Aimsun SL is unable to correct the defects of the Software, or
if the replaced Software is found also defective during a ninety-day (90) period, then Aimsun SL will grant, at the
Licensee’s option and as its exclusive remedy, a credit or refund for the price paid for said Software.
7.4. Aimsun SL will not be bound to replace any lost or stolen Master Key. The loss or stealing of the
Master Key will imply the termination of the present license.
7.5. Other than for Aimsun SL’ obligations set forth in this Agreement, Aimsun SL shall 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.
7.6. The warranty does not extend to any failure of the Software caused by: i) any modification or change
not made by Aimsun SL; ii) any noncompliance caused by use of the Software in combination with products,
goods, services or other items furnished by anyone other than Aimsun SL; iii) any use of the Software in an
operating environment incompatible with the Software or if otherwise the Licensee’s hardware causes the
Software malfunction. iii) any other circumstances beyond the control of Aimsun SL, including especially
breakdown or inaccessibility of Internet nodes due to hardware or software problems outside of the Aimsun SL
web server, including incompatibilities arising from alterations of non- Aimsun SL Software.
7.7. The Licensee acknowledges that access to the Aimsun SL web server may be interrupted by technical
problems for short periods of time. Aimsun SL will restore access as soon as possible.
7.8. Except as provided in this Agreement, Aimsun SL makes and Licensee receives no other warranties of
any kind. No distributor, agent or Aimsun SL employees or any third party is authorized to modify, extend or
grant any other warranty, with respect to the warranties set forth in this clause.
8.1. In addition to the right to use the Software and the warranty set forth in this Agreement, Licensee will
not receive from Aimsun SL, any additional maintenance service.
8.2. Should the Licensee wish to receive any enhancements and new versions, the parties shall enter into
a Software Updates Subscription Agreement under mutually acceptable terms and conditions.
8.3. Should de Licensee wish to receive technical support, the parties shall enter into a Support Services
Agreement under mutually acceptable terms and conditions.
9.1. Except in the event of Aimsun SL’ willful misconduct, death or personal injury, and except as
otherwise expressly provided for in this Agreement, Aimsun SL’ entire liability for any damages and losses arising
out of, connected with, or resulting from the Software, its use or in general this Agreement, regardless of the
remedies or form of action (whether arising by contract, negligence or otherwise) shall not in the aggregate
exceed the license fees paid by Licensee to Aimsun SL under this Agreement.
9.2. In no event shall Aimsun SL be liable for any damages, whether direct or indirect, which may be
characterized as loss of profits or revenues, loss of business, loss of opportunities, cost of substituted services,
programs or items, downtime costs, loss of data, loss of image or loss of commercial reputation, nor for any claim
brought against Licensee by any of its customers, and that even if Aimsun SL has been advised of the possibility
of such damages. Licensee shall fully indemnify Aimsun SL in the event of an action brought against Aimsun SL
by a third party in connection with this Agreement.
9.3. Except if this Agreement expressly provides otherwise, any action brought against Aimsun SL under
or arising out of this Agreement must be commenced within one (1) year after such cause of action accrues.
9.4. Licensee acknowledges that the foregoing limitations on recoverable damages constitute a
bargained-for allocation of risks between Licensee and Aimsun SL and that Aimsun SL’ charges for the items and
services provided under this Agreement take into account the agreement reached on the limitation of liability so
that, without the benefit of such provisions, Aimsun SL’ charges under this Agreement would have been
10.1. In consideration for the rights granted to Licensee hereunder, Licensee shall pay to Aimsun SL the
corresponding fees of the license in the terms and conditions agreed with Aimsun SL.
10.2. Except if the parties expressly agreed otherwise, payment shall be made by bank transfer, in
immediately available funds, to the bank account that Aimsun SL 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.
10.3. All taxes, charges and withholdings applicable to the fee payments provided for in this clause shall be
borne and be paid by Licensee.
11.1. Licensee acknowledges 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.
11.2. Licensee 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 those of its employees having access to the Software). Licensee 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 SL’ employees, without Aimsun SL’ prior written consent.
12.1. This Agreement shall become effective by breaking the sealed Software package, installing,
downloading, copying or using, the Aimsun SL Software by Licensee, the first that occurs.
12.2. Aimsun SL may terminate this Agreement by giving written notice to the Licensee if:
(i) the Licensee fails to make any payment when due as agreed with Aimsun SL.
(ii) if the Licensee breaches any of its contractual obligations and fails to cure said breach within ten (10) days
following written notice thereof, provided that if said breach is not curable then Aimsun SL may immediately
terminate the Agreement, without any cure period, by giving written notice of termination; if the Licensee
request or is in voluntary or involuntary bankruptcy or situation of insolvency, except in the case of guaranteeing sufficiently its capacity to fulfill the obligations arising from this Agreement until its termination, as well as to be
held responsible for non-fulfillment of the Agreement.
12.3 If the Software is licensed for evaluation purposes only, such licensee shall be terminated once the
provisional term agreed with Aimsun SL expires. Upon the expiration of that period, Licensee may choose to
acquire the Software, in which case Licensee shall have to pay license fees and accept the terms and conditions
of this Agreement.
12.4 Upon termination of this Agreement, Licensee shall immediately cease to use the Software, and within
fifteen (15) days following termination: (i) it shall return to Aimsun SL all copies of the Software as well as all other
documents, materials and information, in whatever form and support, concerning the Software, that the Licensee
has received from Aimsun SL; (ii) in the event that any information or data concerning the Software was stored in
a central processing unit or other storage medium or facility and could not be delivered to Aimsun SL, Licensee
shall completely and definitely delete all said information and data and discontinue all use of the Software; and
(iii) Licensee shall certify in writing to Aimsun SL that all the items and information referred to above in this clause 12.3 have been either returned or deleted.
12.5 Clauses 4, 6 and 11 shall survive termination of this Agreement.
13.1 Licensee may not assign or transfer in any way this agreement or any rights granted hereunder without
the prior written consent of Aimsun SL. Any assignment, or transfer without Aimsun SL’ prior written consent,
either voluntary or by operation of the law, shall entitle Aimsun SL to immediately terminate the Agreement.
13.2 Aimsun SL may assign this Agreement without the prior consent of Licensee. In any event, the assignee
shall be bound by all the terms and conditions set forth hereunder.
14.1 The construction, validity and performance of this Agreement shall be governed in all respects by
Spanish law, 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).
14.2 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.