AnyLogic Engine Runtime License Agreement

NOTICE TO USER: PLEASE READ THIS AGREEMENT CAREFULLY. BY COPYING,

INSTALLING OR USING ALL OR ANY PORTION OF THE SOFTWARE YOU ACCEPT ALL THE
TERMS AND CONDITIONS OF THIS AGREEMENT. YOU AGREE THAT THIS AGREEMENT IS
LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. THIS AGREEMENT IS
ENFORCEABLE AGAINST YOU AND ANY LEGAL ENTITY THAT OBTAINED THE SOFTWARE
AND ON WHOSE BEHALF IT IS USED: IF YOU DO NOT AGREE TO THE TERMS OF THIS
AGREEMENT, DO NOT USE THE SOFTWARE.
As used in this Agreement, the terms "you" or "your" refers to you and the
entity you represent.
You may have another written agreement directly with ALNA that supplements
or supersedes all or portions of this Agreement.
ALNA and its suppliers own all intellectual property in the Software. The
Software is licensed, not sold. ALNA permits you to copy, download,
install, use, or otherwise benefit from the functionality or intellectual
property of the Software only in accordance with the terms of this
Agreement. Use of some third party materials included in the Software may
be subject to other terms and conditions typically found in a separate
license agreement.
1.

Definitions

"You" and "Your" is defined in the pre-amble above.

"ALNA": AnyLogic North America, LLC, a Massachusetts limited liability
company, with offices at 3333 Warrenville Road, Suite 200, Lisle IL, 60532
USA.
"Documentation": any explanatory written or on-line materials including,
but not limited to, help files, user guides, reference manuals, tutorials,
Java docs and HTML files.
"AnyLogic Engine": all materials and information with which this license
is provided including, but not limited to, executables, dynamic-link
libraries, static libraries, object code, byte code, source code, code,
files, scripts, sample models, libraries, Documentation, and upgrades,
updates and additions to such information and/or materials, provided to
you by ALNA at any time.
"Simulation Application": a simulation model created by using "Export..."
function of AnyLogic simulation software.
"Confidential Information" is defined in Section 4 hereof.
2.

AnyLogic Engine Runtime License

As long as you obtained AnyLogic Engine from ALNA or from ALNA's licensee
and as long as you comply with the terms of this Agreement, ALNA grants
you a non-exclusive, non-transferable, non-concurrent license to install
and use AnyLogic Engine, as further set forth herein.
You have no rights to use AnyLogic Engine beyond those specifically
granted in this Agreement.
3.

Restrictions

a)
No Modifications. You may not modify, adapt or translate AnyLogic
Engine. You may not reverse engineer, decompile, disassemble or otherwise
attempt to discover the source code of AnyLogic Engine.
b)
No Unbundling. AnyLogic Engine may include various applications,
utilities and components, may support multiple platforms and languages and
may be provided to you on multiple media or in multiple copies.
Nonetheless, AnyLogic Engine is designed and provided to you as a single
product to be used as a single product on the computers as permitted by
Sections 2. You are not required to use all component parts of AnyLogic
Engine, but you may not unbundle the component parts of AnyLogic Engine
for use on different computers. You may not unbundle or repackage AnyLogic
Engine for distribution, transfer or resale.
c)
Commercial Distribution. You may not distribute the AnyLogic Engine
to any third-party (including, without limitation, distribution or
deployment over the Internet) unless you make such distribution free of
charge and unless you provide this Agreement to said third-party as part
of the distribution.
d)
You may not use AnyLogic Engine to execute any simulation models
other than Simulation Applications as set forth in Sections 1 and 2.
e)
Notwithstanding any provisions in this Agreement to the contrary,
you may not distribute:

f)

(i)

any executable delivered with AnyLogic Engine,

(ii)

any dynamic-link library delivered with AnyLogic Engine,

(iii)

any static library delivered with AnyLogic Engine,

(iv)

any object code,

(v)

any byte code,

(vi)

any materials delivered with AnyLogic Engine,

(vii)

any portion of the Documentation.

In addition, you may not:

(i)
decompile, disassemble, or reverse engineer any object code
form of any portion of AnyLogic Engine,
(ii)

disclose any source code of AnyLogic Engine to any person or

entity,
(iii) rent, transfer, assign, sublicense or grant any rights in
AnyLogic Engine, in full or in part, to any other person or entity without
ALNA written consent.
4.

Confidentiality; Proprietary Rights

You recognize that the Software consists of proprietary and confidential

information and trade secrets owned by ALNA, and third party software
suppliers, (collectively, the "Confidential Information" and as further
defined below) which is protected by United States, Russian and other
foreign and international copyright and trade secret laws.

ALNA retains all rights, title and interest in the Software and you shall
not take any action inconsistent with such title and ownership. You shall
not alter or remove any printed or on-screen copyright, trade secret,
proprietary or other legal notices contained on or in copies of any
Software or Documentation. You acknowledge and agrees that the Software
may contain code or require devices that detect or prevent unauthorized
use of the Software.
This Agreement is not a sale and does not transfer to you any title or
ownership in or to the Software or any patent, copyright, trade secret,
trade name, trademark or other proprietary or intellectual property rights
related thereto.
You agree to take all reasonable steps to safeguard the secrecy of said
confidential information and information concerning it, and to prevent the
unauthorized disclosure thereof.
Except for the specific rights granted by this Agreement, you shall not
use or disclose any Confidential Information without the written consent
of ALNA. You shall use the highest commercially reasonable degree of care
to protect the Confidential Information, including ensuring that your
employees or consultants with access to such Confidential Information have
agreed in writing not to disclose the Confidential Information. You shall
bear the responsibility for any breaches of confidentiality by its
employees and consultants.
Nothing herein shall prevent you from disclosing all or part of the
Confidential Information as necessary pursuant to the lawful requirement
of a governmental agency or when disclosure is required by operation of
law; provided that prior to any such disclosure, you shall use reasonable
efforts to (i) promptly notify ALNA in writing of such requirement to
disclose, and (ii) cooperate fully with ALNA in protecting against any
such disclosure or obtaining a protective order. Money damages will not
be an adequate remedy if this Section 8 or Sections 2 through 6 are
breached and, therefore, ALNA shall, in addition to any other legal or
equitable remedies, be entitled to an injunction or similar equitable
relief against such breach or threatened breach without the necessity of
posting any bond.
For the purposes of this Agreement, "Confidential Information" shall
include all confidential, proprietary or secret information of ALNA,
including without limitation the Software, Documentation, components,
parts, drawings, data, sketches, flow charts, plans, reports, handbooks,
programs, data, source code, object code, screen displays, feedback,
evaluation results, evaluation reports, test results, test reports,
reports of errors, problems, defects or suggestions, specifications,
features, techniques, processes, algorithms, inventions, other information
or material, which is provided or disclosed by ALNA to you for the
purposes specified in this Agreement, or is derived or produced by you
pursuant to this Agreement, whether such information is disclosed by ALNA
or you, as the case may be, (a) in writing or other tangible medium, (b)
visually, or (c) orally.
5.

Disclaimer of Warranty

UNLESS SPECIFIED IN THIS AGREEMENT, ALL EXPRESS OR IMPLIED CONDITIONS,

REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT ARE
DISCLAIMED, EXCEPT TO THE EXTENT THAT THESE DISCLAIMERS ARE HELD TO BE
LEGALLY INVALID.

6.

Limitation of Liability

In no event will ALNA, or its affiliates, suppliers, distributors or

dealers be liable to you for any indirect, consequential, incidental, or
special damages, including but not limited to, damages for loss of
business profits, business interruption, loss of business information and
the like arising from the use or loss of use of AnyLogic Engine if the
company or an authorized dealer has been advised of the possibility of
such damages, or any claim by any third party.
In no event shall ALNA's liability to you, if any, exceed the amount paid
as the license fee pursuant to this Agreement.
7.

Termination

You may terminate this Agreement at any time by ceasing to use the
Licensed AnyLogic Engine and by returning all copies of the Licensed
AnyLogic Engine (including the original) to ALNA or by destroying all
copies of the Licensed AnyLogic Engine (including the original). This
Agreement will terminate immediately without notice from ALNA if you fail
to comply with any provision of this Agreement. Unless terminated by
either party, this Agreement shall remain in effect.
8. General Provisions
8.1 Force Majeure. In the event that either party is prevented from
performing, or is unable to perform, any of its obligations under this
Agreement due to any cause beyond the reasonable control of the party
invoking this provision, the affected party's performance shall be
extended for the period of delay or inability to perform due to such
occurrence.
8.2 Publicity. You shall
other public announcement
terms or the existence of
prior written approval of

not originate any publicity, news release or

relating to the Software, this Agreement, its
an arrangement between the parties without the
ALNA, except as otherwise required by law.

8.3 Waiver. The waiver by ALNA of a breach or a default of any provision

of this Agreement by you shall not be construed as a waiver of any
succeeding breach of the same or any other provision, nor shall any delay
or omission on the part of ALNA to exercise or avail itself of any right,
power or privilege that it has, or may have hereunder, operate as a waiver
of any right, power or privilege by ALNA.
8.4 No Agency; Independent Contractors. Nothing contained in this
Agreement shall be deemed to constitute either party as the agent or
representative of the other party, or both parties as joint venturers or
partners for any purpose.
8.5 Governing Law; Jurisdiction & Venue. This Agreement shall be governed
by and construed in accordance with the laws of the Commonwealth of
Massachusetts, USA, without regard to its choice of law provisions. In
the event of any conflict between foreign laws, rules and regulations and
those of the United States, the laws, rules and regulations of the United
States shall govern. The United Nations Convention on Contracts for the
International Sale of Goods shall not apply to this Agreement. Exclusive
jurisdiction and venue for any litigation arising under this Agreement is
in the federal and state courts located in Boston, Massachusetts, USA and
both parties hereby consent to such jurisdiction and venue for this

purpose.
8.6 Entire Agreement; Amendment. This Agreement constitutes the entire
agreement between the parties with regard to the subject matter hereof.
No waiver, consent, modification or change of terms of this Agreement
shall bind either party unless in writing signed by both parties, and then
such waiver, consent, modification or change shall be effective only in
the specific instance and for the specific purpose given. Terms set forth
in any purchase order provided by you (or other similar document) that are
in addition to or at variance with the terms of this Agreement are
specifically waived by you. All such terms are considered by ALNA to be
proposed material alterations of this license and are rejected. Your
purchase order is only effective as your unqualified commitment to pay for
a license to the Software upon the terms (and only the terms) set forth
herein.
8.7 Costs, Expenses and Attorneys' Fees. You shall reimburse ALNA for all
reasonable costs (including attorneys' fees) incurred by ALNA in
collecting late payments from you. If ALNA commences any action or
proceeding against you to enforce or interpret this Agreement, ALNA shall
be entitled to recover from you (in addition to any other damages) the
actual costs, expenses and attorneys' fees (including all related costs
and expenses), incurred by ALNA in connection with such action or
proceeding and in connection with obtaining and enforcing any judgment or
order thereby obtained.
8.8 Assignment. This Agreement and the rights and obligations hereunder,
may not be assigned, in whole or in part by you without the prior written
consent of ALNA. In the case of any permitted assignment or transfer of
or 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.
ALNA may assign this Agreement.
8.9 Notices. Any notice or communication from one party to the other shall
be in writing and either personally delivered or sent via facsimile or
certified mail, postage prepaid and return receipt requested, addressed to
such other party at the address specified below or at such other address
as such party may from time to time designate in a notice to the other
party. All notices shall be in English and shall be effective upon
receipt.
8.10 In English. The parties confirm that this Agreement and all related
documentation are and will be drafted in English. Les parties aux
presentes confirment leur volonte que cette convention de meme que tous
les documents y compris tout avis qui s'y rattache, soient rediges en
langue Anglaise.
8.11 Acknowledgment. You acknowledge that (a) you have read and understand
this Agreement; (b) you had an opportunity to have your legal counsel
review this Agreement; (c) that this Agreement has the same force and
effect as a signed agreement and (d) you, as the individual accepting this
Agreement on behalf of a corporation or other legal entity personally
represent that you are duly authorized to accept this Agreement on behalf
of such entity and that this Agreement is binding upon such entity.