Software Licensing Agreement
NOTICE TO USER: Please read this Software License Agreement (“Agreement”), carefully. By using all or any portion of this Software, you accept all the terms and conditions of the Agreement, and recognize that this agreement is as enforceable as any written negotiated document signed by you. In case of any discrepancy between the English and Spanish versions of this agreement, the English version will prevail.
The Pan American Health Organization (“PAHO”) hold all intellectual property rights in the SIME Software. By means of this Agreement PAHO will grant you permission to use the software only in accordance with the terms and conditions set forth herein. Use of some third party materials included in the software may be subject to other terms and conditions typically found in separate license agreements.
- “Software” means (a) all of the content of the files, disk(s), CD-ROM(s) or other media with which this Agreement is provided, including but not limited to (i) PAHO or third party computer information or software; (ii) digital images, stock photographs, clip art, sounds or other artistic works; (iii) related explanatory written information or files (“Documentation”); and (iv) fonts; and (b) upgrades, modified versions, updates, additions, and copies of the Software, if any, licensed to you by PAHO (collectively “Updates”).
- “Use”, “Used” or “Using” means to access, install, download copy or otherwise benefit from using the functionality of the Software.
- “Licensee” or “You” means any permitted party, whether individual or entity, who Uses this Software.
- Software License. As long as you comply with the terms and conditions of this Agreement, PAHO grants you a non-exclusive, royalty-free, nontransferable license to Use the Software as further set forth below in the understanding that the Software will be Use solely for non-commercial purposes. You may distribute or publicly display the software only under the terms of this License. You must keep intact all notices that refer to the License and to the disclaimer of warranties with every copy of the Software you distribute or publicly display. You may not sublicense the Software. You may not exercise any rights granted to you by means of this License in any manner that is intended for or directed toward commercial advantage or monetary compensations
- Intellectual Property Ownership, Copyright Protection. Copyright ownership of the Software belongs to PAHO. The structure, organization, and code of the Software are the valuable trade secrets and confidential information of PAHO and they are protected by law, including without limitation the copyright laws of the
United Statesand other countries, and by international treaty provisions. Except and unless as explicitly stated herein, this Agreement does not grant you any intellectual property rights in the Software and all rights not expressly granted herein are reserved by PAHO.
- Name, trademarks and Logo Information. The name, trademarks and logos (“Marks”) displayed on this Site or included in the Software, are the property of PAHO or other third parties. You are not permitted to Use or reproduce the Marks, other than as permitted by the Software without the prior express written consent of PAHO or such third parties that may own them.
- Notices. Licensee agrees that in order to protect
PAHO’s copyright and to enable third parties to request an obtain a License to Use the Software, PAHOcopyrights shall be acknowledged with a reference in any printed materials or electronic documentation accompanying the use of the software, as follows:
SIME © Pan American Health Organization, 2014.
- Modifications: If you remix, transform, improve or build upon the Software, you must provide Licensor with such modifications. Licensor will have the right to include such modifications in the Software and share it with its other Licensees under the same terms of this Licensing Agreement.
- You may not sell, rent, or lease this Software. You may not use the Software in a manner that violates the terms of this Agreement or infringes the intellectual property rights of PAHO or any third party.
- Updates. Any and all Updates, if provided, are done so on the same basis as the original Software License Agreement unless otherwise indicated in writing by PAHO. PAHO reserves the rights to provide Updates to this Software on amended terms as it sees fit.
- Representations, Warranties and Disclaimer. PAHO offers the Software as-is and makes no representations or warranties of any kind concerning the work, express, implied statutory or otherwise, including without limitation, warranties of title, merchantability, fitness for a particular purpose, non infringement, or the absence of latent or other defects, accuracy, or the presence of errors, whether or not discoverable. The information contained within the Software is provided in good faith and every care has been taken in its preparation. PAHO does not and cannot warrant the performance or results you may obtain by Using the Software. PAHO provides no warranties, nor does it assume any legal liability or responsibility for the accuracy, completeness or usefulness of any of the information supplied. Unless expressed herein, no condition, warranty or representation by PAHO is given and shall not be implied in relation to the Software. The disclaimer of responsibility applies to any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction.
- Limitation of Liability. In no event will PAHO be responsible to you for any damages, claims or costs whatsoever, or any consequential indirect or incidental damages or any lost profits or lost savings, even if a PAHO representative has been advised of the possibility of such loss, damages, claims or costs. Furthermore PAHO will not be responsible for any claim by any third party arising out of Use or inability to Use the Software.
- Privileges and Immunities. Nothing contained in this Agreement shall be deemed a waiver, express or implied, of any immunity from suit, judicial process, confiscation, taxation, or other immunity or privilege which PAHO may enjoy, whether pursuant to treaty, convention, law, order or decree of an international or national character or otherwise, or in accordance with international customary law.
- Resolution of Disputes. You and PAHO shall use their best efforts to settle amicably any dispute, controversy or claim arising out of, or relating to this Agreement. Unless any such dispute, controversy or claim between the parties arising out of or relating to this Agreement or breach, termination or invalidity thereof is settled amicably within sixty (60) days after receipt by one Party of the other party’s request for such amicable settlement, such dispute, controversy or claim shall be referred by either party to arbitration in accordance with the UNCITRAL Arbitration Rules then obtaining. The arbitral tribunal shall have no authority to award punitive damages. Any arbitration award rendered as a result of such arbitration shall be considered to be the final adjudication of any such controversy, claim or dispute and shall bind the Parties.
- Severability. Any provision of this Agreement prohibited by the laws of any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition, without invalidating the remaining provisions of this Agreement.
- Termination for cause. This Agreement will commence on the date of first Use and unless terminated in accordance with the terms hereof, will continue in effect indefinitely. PAHO has the right to terminate this Agreement if, after thirty (30) days notice to Licensee, any of the following conditions has not been cured by Licensee:
- Licensee Uses or permits the Software or its updates to be used , in any manner or for any purpose not authorized hereunder; or
- Licensee is otherwise in breach of this Agreement in any material respect.
- Termination for Convenience. In its sole discretion, PAHO may elect to terminate this Agreement, and reserves the right to require Licensee to cease the use of the software and retrieve if from its system(s).
- This Agreement may not be modified without the prior written approval of PAHO.