End User License Agreement for Symbolic SPICE®
1. Under this End User License Agreement (the “Agreement”), Willow
Electronics, Inc. (the “Vendor”) grants to the user (the “Licensee”) a
non-exclusive and non-transferable license (the “License”) to use
Symbolic SPICE (the “Software”).
2. “Software” includes the executable computer programs and any related
printed, electronic and online documentation and any other files that
may accompany the product.
3. Title, copyright, intellectual property rights and distribution rights
of the Software remain exclusively with the Vendor. Intellectual
property rights include the look and feel of the Software. This
Agreement constitutes a license for use only and is not in any way a
transfer of ownership rights to the Software.
4. The Software may be loaded onto no more than one computer. A single copy
may be made for backup purposes only.
5. The rights and obligations of this Agreement are personal rights granted
to the Licensee only. The Licensee may not transfer or assign any of the
rights or obligations granted under this Agreement to any other person
or legal entity. The Licensee may not make available the Software for
use by one or more third parties.
6. The Software may not be modified, reverse-engineered, or de-compiled in
any manner through current or future available technologies.
7. Failure to comply with any of the terms under the License section will
be considered a material breach of this Agreement.
8. The original purchase price paid by the Licensee will constitute the
entire license fee and is the full consideration for this Agreement.
LIMITATION OF LIABILITY
9. The Software is provided by the Vendor and accepted by the Licensee “as
is”. Liability of the Vendor will be limited to a maximum of the
original purchase price of the Software. The Vendor will not be liable
for any general, special, incidental or consequential damages including,
but not limited to, loss of production, loss of profits, loss of
revenue, loss of data, or any other business or economic disadvantage
suffered by the Licensee arising out of the use or failure to use the
10. The Vendor makes no warranty expressed or implied regarding the fitness
of the Software for a particular purpose or that the Software will be
suitable or appropriate for the specific requirements of the Licensee.
11. The Vendor does not warrant that use of the Software will be
uninterrupted or error-free. The Licensee accepts that software in
general is prone to bugs and flaws within an acceptable level as
determined in the industry.
WARRANTS AND REPRESENTATIONS
12. The Vendor warrants and represents that it is the copyright holder of
the Software. The Vendor warrants and represents that granting the
license to use this Software is not in violation of any other agreement,
copyright or applicable statute.
13. All terms, conditions and obligations of this Agreement will be deemed
to be accepted by the Licensee (“Acceptance”) on installation of the
14. The term of this Agreement will begin on Acceptance and is perpetual.
15. This Agreement will be terminated and the License forfeited where the
Licensee has failed to comply with any of the terms of this Agreement or
is in breach of this Agreement. On termination of this Agreement for any
reason, the Licensee will promptly destroy the Software or return the
Software to the Vendor.
16. The Vendor will be free of liability to the Licensee where the Vendor is
prevented from executing its obligations under this Agreement in whole
or in part due to Force Majeure, such as earthquake, typhoon, flood,
fire, and war or any other unforeseen and uncontrollable event where the
Vendor has taken any and all appropriate action to mitigate such an
17. The Parties to this Agreement submit to the jurisdiction of the courts
of the State of Michigan for the enforcement of this Agreement or any
arbitration award or decision arising from this Agreement. This
Agreement will be enforced or construed according to the laws of the
State of Michigan.
18. This Agreement can only be modified in writing signed by both the Vendor
and the Licensee.
19. This Agreement does not create or imply any relationship in agency or
partnership between the Vendor and the Licensee.
20. Headings are inserted for the convenience of the parties only and are
not to be considered when interpreting this Agreement. Words in the
singular mean and include the plural and vice versa. Words in the
masculine gender include the feminine gender and vice versa. Words in
the neuter gender include the masculine gender and the feminine gender
and vice versa.
21. If any term, covenant, condition or provision of this Agreement is held
by a court of competent jurisdiction to be invalid, void or
unenforceable, it is the parties’ intent that such provision be reduced
in scope by the court only to the extent deemed necessary by that court
to render the provision reasonable and enforceable and the remainder of
the provisions of this Agreement will in no way be affected, impaired or
invalidated as a result.
22. This Agreement contains the entire agreement between the parties. All
understandings have been included in this Agreement. Representations
which may have been made by any party to this Agreement may in some way
be inconsistent with this final written Agreement. All such statements
are declared to be of no value in this Agreement. Only the written terms
of this Agreement will bind the parties.
23. This Agreement and the terms and conditions contained in this Agreement
apply to and are binding upon the Vendor’s successors and assigns.