Legal Information

Software End User License Agreement

Software End User License Agreement V1.4

© Copyright 2022 ITOOSOFT.

IMPORTANT - PLEASE READ CAREFULLY:

This END USER LICENSE AGREEMENT (THE AGREEMENT) is a legal AGREEMENT between ITOOSOFT S.L., Plaza Herrería nº 6 1º - Despacho A&B, 11510 Puerto de Santa María, Spain, (ITOOSOFT), acting on its own behalf or on behalf of an authorized by ITOOSOFT reseller, and LICENSEE (either LICENSEE as an individual or the legal entity for which LICENSEE represent and warrant that LICENSEE have the right, power and authority to act on behalf of and bind to this AGREEMENT) (LICENSEE). This is a license AGREEMENT and not an AGREEMENT for sale; the Software is licensed and not sold.

THE PRODUCT is licensed to LICENSEE only upon condition that LICENSEE accepts all of the terms and conditions contained herein. By installing, accessing, or otherwise copying or using all or any portion of THE PRODUCT, LICENSEE agrees to be legally bound by THE AGREEMENT. If LICENSEE does not agree to any or all of the terms in THE AGREEMENT, LICENSEE must not install, access, or otherwise copy or use THE PRODUCT and may, within thirty (30) days from the date of acquisition, return THE PRODUCT for a refund to ITOOSOFT or its authorized reseller from which THE PRODUCT was acquired.

  1. GRANT OF LICENSE

    1. Subject to LICENSEE's full payment of the applicable fees, and conditioned on LICENSEE's continuous compliance with this AGREEMENT and the restrictions stipulated in Section 2 below, ITOOSOFT grants and LICENSEE accepts a non exclusive, non sublicensable, non transferable, limited license to:
      1. Install the PRODUCT on as many of LICENSEE's computers as LICENSEE wishes to, within the scope of the License Type and Permitted Number specified in the applicable License Identification, and in accordance with the other terms of this AGREEMENT.
      2. Load THE PRODUCT, to execute it, to use it, to transmit it to a distance, to keep it on a computer storage device within the scope of the License Type and Permitted Number specified in the applicable License Identification, and in accordance with the other terms of this AGREEMENT.
      3. Create a back-up copy of THE PRODUCT, if that is needed for the specific use that the software has been acquired for and LICENSEE keeps all copyright notices and other marks of ownership on each copy, or partial copy, of THE PRODUCT. The back-up copy is for LICENSEE's own internal use only and cannot be provided to any third parties.
      4. Benefit commercially from using THE PRODUCT in the authorized manner considering the restrictions in Section 2 below.
      5. To use THE PRODUCT within the scope of the License Type, as defined below, and to use up to the number of concurrent licenses of THE PRODUCT as have been licensed and paid for at any one time. THE PRODUCT is in use for the duration that it keeps engaged a license from the license server.
      6. To use THE PRODUCT in the country or authorized territory where LICENSEE acquires THE PRODUCT from an authorized reseller, unless otherwise specified by ITOOSOFT or by applicable law. In case LICENSEE is an individual, LICENSEE may use the product on the territory where LICENSEE currently resides or temporarily stays at. In case THE PRODUCT is acquired from LICENSEE's head office on behalf of LICENSEE's branch, THE PRODUCT may be used in the territory or region where the branch is located and always provided that LICENSEE has acquired the license from a ITOOSOFT's authorized reseller. THE PRODUCT may be transferred to another country only upon ITOOSOFT's prior written approval.

      Various License Types are described in Exhibit 1.2. In any case where the License Identification does not specify a License Type or Permitted Number, or there is no License Identification, the License Type will, by default, be the Lite version License and the Permitted Number will, by default, be one (1).

    2. Available licenses are:

      Freeware: SplineOffset, Clone Modifier, Glue Utility and Color Edge are plugins distributed as freeware. Conditioned on LICENSEE's continuous compliance with this AGREEMENT and the restrictions stipulated in Section 2 below, can be used for free in any personal or commercial project. Limited support will be provided to Free Plugins LICENSEE according to Section 9 below.

      Lite version: ForestPack Lite and RailClone Lite are a limited version of ForestPack Pro and RailClone Pro respectively, the full-featured version of this software. It's provided as freeware. Conditioned on LICENSEE's continuous compliance with this AGREEMENT and the restrictions stipulated in Section 2 below, ForestPack Lite / RailClone Lite can be used for free in any personal or commercial project. LICENSEE can see the differences between both versions and the benefits of upgrading to the Pro versions in our website, at www.itoosoft.com

      Lite version shall be used by one identified individual (named-user), who may install the Software on a maximum of two computers for the named-user so long as the Software is used only by the named-user.

      Limited support shall be provided to Lite Version LICENSEE according to Section 9 below.

      Stand-alone license (Pro version): One Stand-alone license entitles LICENSEE to use the PRODUCT only on one computer or another technical device, respectively. Under a Stand-alone license, the software is constrained to a certain host. A license is needed for each computer the software will be installed on. LICENSEE is entitled to install and activate the license in that unique computer.

      Network Floating license (Pro version): entitles LICENSEE to install copies of the SOFTWARE on a Computer and permit access to the SOFTWARE on multiple Computers, on a Networked Basis, solely by LICENSEE's personnel, solely for LICENSEE's Internal Business Needs, but the number of concurrent the number of LICENSEE's concurrent Computers accessing the Software is restricted to the number of Licenses purchased. LICENSEE's Computers may access the SOFTWARE via a network provided LICENSEE has purchased enough Licenses for each concurrent LICENSEE's Computer that will access the SOFTWARE via the network.

      Render node license (Pro version): entitles LICENSEE to install copies of the SOFTWARE up the total number of computing units (CPU cores) and/or nodes of a computer cluster which the LICENSEE has a purchased valid license, solely for the purpose of internal repetitive rendering of map tiles, images and items. The computing units (CPU cores) and/or nodes of a computer for which the license is acquired shall be owned, leased or controlled by the LICENSEE. No third parties that may access and use the Software on computing units for rendering purposes. Render Farm Nodes for commercial purposes shall require a separate and specific license AGREEMENT with ITOOSOFT.

      NFR licenses: Not for resale (NFR) is a designation for products that ITOOSOFT can provide to selected partners only for testing and educational purposes, with the understanding that the partner will not resell those products. These are non-transferable and limited licenses can only be use for limited time in the terms indicated in the NFR license.

  2. LIMITATIONS/RESTRICTIONS ON USE

    1. LICENSEE may not:
      1. Make copies or otherwise reproduce THE PRODUCT, except for installing it on LICENSEE's computers and for back-up copies as specified above.
      2. Use THE PRODUCT to develop a new software product with the same or similar main function.
      3. Redistribute or give THE PRODUCT away in any way (lease, rent, loan, charge, donate, exchange, share or other) to any third parties. LICENSEE is not allowed to sell (except if permitted by applicable law), transfer, assign or grant access to THE PRODUCT to any third party and LICENSEE ensures that PRODUCT (accessed either locally or remotely) is used only by LICENSEE personally, in case LICENSEE is an individual, or by LICENSEE's employees, on LICENSEE's behalf, in case LICENSEE is a legal entity, and LICENSEE is responsible for compliance with the terms of this AGREEMENT by its employees. LICENSEE shall notify ITOOSOFT in a timely manner if LICENSEE becomes aware of any unauthorized use of the whole or any part of THE PRODUCT by any third party. The notification shall be made from this form.
      4. Use THE PRODUCT for commercial render-farm services that provide third parties with contracted/on demand rendering services. Render-farm service providers will need a separate AGREEMENT with ITOOSOFT.
      5. Create any derivative works or make any translation, adaptation, arrangement and any other alteration of THE PRODUCT or make any reproduction, distribution, communication, display or performance to the public of the results of such acts.
      6. Adapt or reverse compile or reverse engineer or otherwise tamper the whole or any part of THE PRODUCT.
      7. Remove or alter any copyright or other proprietary notice from THE PRODUCT.
      8. Use any of THE PRODUCT's components, files, modules, audio-visual content, or related licensed materials separately from THE PRODUCT.
      9. Use THE PRODUCT in a manner that infringes any third party's copyrights or any other rights.
      10. LICENSEE is not entitled to resell or distribute any model based total or partially in elements of the RailClone library, including geometry, texture or materials. Instead, LICENSEE is authorized to resell models created from scratch by LICENSEE, both in parametric or mesh format.
      11. Participate in any illegal, deceptive, misleading or unethical practices and activities, which may be detrimental to ITOOSOFT or THE PRODUCT.
      12. Use a number of concurrent users of THE PRODUCT that exceed the number of licenses acquired. Additional licenses can be added from time to time as such licenses are acquired.

  3. PROTECTION MECHANISMS

    1. THE PRODUCT is protected through schemes or devices to control access and permit only the number of licenses acquired to be in use at one time and to prevent usage of unlicensed copies of THE PRODUCT. Protection mechanisms may include, not limited to a hardware lock (DONGLE), license server, and/or a software license authorization key.
    2. LICENSEE may not take any steps to avoid or defeat the purpose of any protection mechanism or to install or use THE PRODUCT in a manner that circumvents or interferes with the operation of the protection mechanisms.

  4. COLLATERAL PRODUCTS

    1. THE PRODUCT may be accompanied may contain or ITOOSOFT may provide from time to time other own and/or third party's software, drivers, data, documents, materials, etc. (COLLATERAL PRODUCTS). COLLATERAL PRODUCTS may include, be subject to or provided in accordance with other terms in addition to or different from the terms set forth in this AGREEMENT. Unless such terms are included or referenced COLLATERAL PRODUCTS are subject to this AGREEMENT. In case such terms apply LICENSEE agrees to comply with them. In particular, THE PRODUCT includes a component that dynamically links to unmodified Qt library. The Qt Library is licensed under LGPL license. The source code for Qt SDK can be found here: qt-project.org. It is also available on request from ITOOSOFT.
    2. LICENSEE will take sole responsibility for acquiring and complying with any licenses that may be necessary to use or to use in a different way any third party's software, data, documents or other materials. LICENSEE acknowledges and agrees that ITOOSOFT has no responsibility for, and makes no representations or warranties regarding, such third party's software, data, documents or other materials or LICENSEE's use of such third party's software, data, documents or other materials.

  5. DELIVERY

    1. ITOOSOFT will furnish THE PRODUCT electronically, LICENSEE has to register and download the PRODUCT from ITOOSOFT's official website.
    2. ITOOSOFT does not warrant authenticity and ITOOSOFT may not provide any warranty for products downloaded elsewhere.

  6. CONFIDENTIALITY AND NON DISCLOSURE

    1. ITOOSOFT and LICENSEE acknowledge and agree that during the Term of or in relation with this AGREEMENT either party (the "Disclosing Party") may disclose to the other party (the "Recipient") certain business and/or technical information of a confidential and proprietary nature. "Confidential Information" means any proprietary information, trade secret (organization, structure, object or source code of THE PRODUCT, etc. any API, SDKs, libraries, reference, sample code etc.) or other non-public information that Disclosing Party delivers or communicates to the Recipient or to which the Recipient otherwise gains access to under this AGREEMENT.
    2. Confidential information may be used only internally and only in conjunction with and for Recipient's own authorized internal use.
    3. Recipient shall maintain the confidentiality of the Disclosing party's Confidential Information and may not disclose, distribute or otherwise provide it to third parties, except in cases where such information is required by applicable law or court order and a prompt advance notice to Disclosing party has been sent to enable the latter to seek a protective order or otherwise prevent such disclosure.

  7. OWNERSHIP

    1. LICENSEE acknowledges and agrees that possession, installation, or use of THE PRODUCT does not transfer to LICENSEE any title to ITOOSOFT's intellectual property. ITOOSOFT and its licensors own and retain title to and ownership of, and all other rights with respect to, THE PRODUCT, THE COLLATERAL PRODUCTS, the Confidential Information and all copies thereof, including, without limitation, any related copyrights, trademarks, trade secrets, patents, and other intellectual property rights.
    2. All copyrights, trademarks and all other intellectual property rights in and to THE PRODUCT are and shall remain the sole and exclusive property of ITOOSOFT. Nothing in this AGREEMENT shall confer any rights in any trade name, business name or trademark of ITOOSOFT to LICENSEE. All modifications and improvements made to THE PRODUCT and derivative works of PRODUCT created by ITOOSOFT based in whole or in part upon the suggestions or feedback provided by LICENSEE shall remain the sole and exclusive property of ITOOSOFT. LICENSEE agrees not to remove any copyright, trademark, proprietary rights, disclaimer or warning notice included on or embedded in any part of THE PRODUCT. LICENSEE agrees to keep confidential and use LICENSEE best efforts to prevent and protect the contents and output of THE PRODUCT from unauthorized disclosure.
    3. Title, ownership rights, and intellectual property rights in and to the content accessed through THE PRODUCT is the property of the applicable content owner and may be protected by applicable copyright or other law.
    4. LICENSEE is granted only such rights as expressly described in this AGREEMENT, and LICENSEE has no other rights, implied or otherwise.

  8. DATA PROTECTION

    1. LICENSEE acknowledges and agrees that in order to acquire and use THE PRODUCT, LICENSEE (and third parties acting on LICENSEE's behalf) may have to provide, and ITOOSOFT and its resellers (and third parties acting on behalf of ITOOSOFT and its resellers) may acquire, certain personal information and data with respect to LICENSEE. By accepting the AGREEMENT LICENSEE hereby consents to ITOOSOFT processing such information and data. ITOOSOFT is a registered data administrator (Spanish Organic Law 15/1999 regarding Personal Data Protection and as amended from time to time) and as such ITOOSOFT takes appropriate technical measures to protect LICENSEE's personal information and data. Personal information and data provided to ITOOSOFT in connection with this AGREEMENT may be processed in Spain or any other country in which ITOOSOFT or its subsidiaries, affiliates or resellers maintain facilities. By acquiring THE PRODUCT, LICENSEE consents to the transfer of such information outside of LICENSEE's country. In any case such personal information and data will be processed only for the purposes of this AGREEMENT and for the time it is effective.
    2. Personal information and data may be processed only for the performance of this AGREEMENT, for administration and authentication purposes necessary for the execution of the AGREEMENT, compliance with a legal obligation or to respond to support inquiries.
    3. ITOOSOFT may provide personal information and data to its subsidiaries and affiliates or Resellers in connection with the provision, maintenance, administration or usage of THE PRODUCT. Personally identifiable information and data will not be disclosed to external third parties not described herein without LICENSEE's consent. If ITOOSOFT is required, by law or otherwise, to provide personal information and data to an authorized organization, LICENSEE would be informed prior to such disclosure. LICENSEE's account is password protected and all information is on a secure server, which only a limited number of ITOOSOFT's employees can access. If LICENSEE suspects that someone else knows his password, or is using it, LICENSEE shall inform ITOOSOFT and change the password immediately.
    4. ITOOSOFT will keep LICENSEE's personal information and data for as long as necessary to fulfill the above purposes or as required by law. LICENSEE may modify and correct incomplete or inaccurate data at any time by notifying ITOOSOFT of any change using this form.

  9. SUPPORT

    1. One year of technical support is included in the initial purchase of the original SOFTWARE. For the following years, LICENSEE shall acquire technical support. The term and fees for Technical support shall be set forth in the Order. Technical support fees are due and payable in advance of the Technical support term. Unless otherwise agreed to by the parties in writing: (i) annual Technical support renewal, if any, will be at ITOOSOFT's then-current Technical support prices, and (ii) to purchase any Technical support, Customer is required to purchase Technical support for all Software Customer has licensed from ITOOSOFT. In addition to any other remedies available to ITOOSOFT, ITOOSOFT reserves the right to refuse to provide Technical support if Customer is overdue on any payment obligation under this Agreement.
    2. ITOOSOFT will provide the LICENSEE technical support in accordance with the provisions of this section 9.3 and 9.4.
    3. Pro version:
      1. Technical support shall be limited to reasonable assistance in response to LICENSEE's technical support inquiries regarding: (i) SOFTWARE installation, (ii) SOFTWARE errors, and (iii) general questions regarding the usage of SOFTWARE features.
      2. Technical support does not include training, consulting, on-site services, or the provision of engineering judgment for a LICENSEE-specific simulation.
      3. Technical support is provided in English, by e-mail or via-web.
      4. Technical support is provided only for the then-current release as designated by ITOOSOFT) of the original SOFTWARE, running unaltered, and on an appropriate hardware and operating system configuration, as specified in the applicable Documentation.
      5. Upon ITOOSOFT's request, LICENSEE shall provide information required by ITOOSOFT to verify that LICENSEE and the specific license are entitled to technical support.
      6. To allow ITOOSOFT to properly address technical issues, ITOOSOFT may request that LICENSEE provide files and other materials and information.
    4. Lite version and Freeware:
      1. Support provided to Lite and Freeware Versions LICENSEES shall be restricted to inquiries regarding: (i) general features, (ii) technical specifications, and (iii) licensing.
      2. The limited technical support shall be provided only for the then-current release (as designated by ITOOSOFT) of the original SOFTWARE, running unaltered, and on an appropriate hardware and operating system configuration, as specified in the applicable Documentation.

  10. LIMITED WARRANTY

    1. ITOOSOFT warrants that for a period of ninety (90) days from the date that LICENSEE acquires THE PRODUCT (Warranty Period), THE PRODUCT will perform substantially in accordance with the corresponding documentation when properly used. This limited warranty does not apply to software or support or any other services not part of THE PRODUCT, which ITOOSOFT, at its sole discretion, may provide from time to time, and which are made available on an AS-IS basis without any warranty of any kind including, not limited to pre-released software, unstable versions, beta, trial, evaluation, or not-for-resale copies, any software made available by ITOOSOFT for free.
    2. This limited warranty is void if failure in performance or defect of THE PRODUCT resulted from LICENSEE's negligence, abuse, misuse, amendment or attempted amendment of THE PRODUCT form third party other than ITOOSOFT, accident, improper or unauthorized use of THE PRODUCT or material breach of this AGREEMENT. All warranty claims must be made within the Warranty Period to the reseller from which LICENSEE acquired THE PRODUCT or to ITOOSOFT, along with proof of acquirement.
    3. The entire liability of ITOOSOFT related to any warranty claim and LICENSEE's sole and exclusive remedy under any warranty will be limited to either, at ITOOSOFT's option, (i) to use reasonable efforts to correct defects or work around errors, provided that LICENSEE makes available to maximum extent possible all the information ITOOSOFT may need to recreate and correct the defect or fault or if such efforts fail or are unpractical (ii) to refund the license fees, if any, paid by LICENSEE and terminate this AGREEMENT. Such refund is subject to the return, during the Warranty Period, of THE PRODUCT. THE LIMITED WARRANTY SET FORTH GIVES LICENSEE SPECIFIC LEGAL RIGHTS. LICENSEE MAY HAVE ADDITIONAL LEGAL RIGHTS UNDER APPLICABLE LAW. ITOOSOFT DOES NOT SEEK TO LIMIT LICENSEE'S WARRANTY RIGHTS TO ANY EXTENT NOT PERMITTED BY LAW.

  11. DISCLAIMER

    THE FOREGOING EXPRESS LIMITED WARRANTY IS IN LIEU OF, AND LICENSEE ACKNOWLEDGES AND AGREES THAT ITOOSOFT DISCLAIMS TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL OTHER WARRANTIES, TERMS, REPRESENTATIONS, OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED (WHETHER BY STATUTE, LAW, CUSTOM, USAGE OR OTHERWISE) INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SECURITY OR NONINFRINGEMENT. THE FOREGOING LIMITED WARRANTY IS FURTHER NOT ENLARGED OR OTHERWISE AFFECTED BY ITOOSOFT'S RENDERING OR ANY SUPPORT SERVICES OR TECHNICAL OR OTHER ADVICE OR COMMUNICATION IN CONNECTION WITH THE PRODUCT OR ITS USE. WITHOUT LIMITING THE FOREGOING DISCLAIMER, ITOOSOFT DOES NOT WARRANT THAT PRODUCT WILL MEET LICENSEE'S EXPECTATIONS, THAT THE PERFORMANCE OR OUTPUT OF THE PRODUCT WILL BE UNINTERRUPTED, ERROR-FREE, ACCURATE, RELIABLE, OR COMPLETE NOR THAT DEFECTS OR FAULTS WILL BE CORRECTED. THE PRODUCT IS NOT A SUBSTITUTE FOR PROFESSIONAL JUDGMENT OR INDEPENDENT TESTING OF PHYSICAL PROTOTYPES FOR PRODUCT STRESS, SAFETY AND UTILITY. NOTHING IN THE FOREGOING RESTRICTS THE EFFECT OF WARRANTIES OR CONDITIONS, WHICH MAY BE IMPLIED BY LAW, WHICH CANNOT BE EXCLUDED, RESTRICTED OR MODIFIED BY A CONTRACTUAL RESTRICTION.

  12. LIMITATIONS OF LIABILITY

    IN NO EVENT WILL ITOOSOFT OR ITS LICENSORS BE LIABLE (DIRECTLY OR INDIRECTLY) TO LICENSEE OR ANY OTHER THIRD PARTY FOR ANY LOSS, DAMAGES, CLAIMS, OR COSTS WHATSOEVER INCLUDING, NOT LIMITED TO ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE DAMAGES OR DAMAGES FROM BUSINESS INTERRUPTION, LOSS OF PROFITS, REVENUE, BUSINESS OR DATA, EVEN IF ITOOSOFT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS, OR COSTS. LICENSEE ACKNOWLEDGES AND AGREES THAT IN ANY EVENT THE AGGREGATE LIABILITY OF ITOOSOFT AND ITS LICENSORS ARISING OUT OF OR IN CONNECTION TO THIS AGREEMENT AND ANY ITOOSOFT'S PRODUCT OR SERVICE WILL BE LIMITED, EXCEPT FOR REMEDIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER LAW, TO THE AMOUNT PAID, IF ANY, BY LICENSEE FOR SUCH PRODUCT OR SERVICE, EVEN IF THAT AMOUNT MAY BE SUBSTANTIALLY DISPROPORTIONATE TO THE REMEDY CLAIMED. ITOOSOFT DOES NOT SEEK TO LIMIT ITS WARRANTY OR REMEDIES TO ANY EXTENT NOT PERMITTED BY LAW.

    IN NO EVENT WILL ITOOSOFT OR ITS LICENSORS BE LIABLE TO LICENSEE OR ANY OTHER THIRD PARTY FOR ANY LOSS, DAMAGES, CLAIMS, OR COST WHATSOVER INCLUDING, NOT LIMITED TO ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE DAMAGES OR DAMAGES FROM BUSINESS INTERRUPTION, LOSS OF PROFITS, REVENUE, BUSINESS OR DATA, EVEN IF ITOOSOFT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS, OR COSTS ARISING OUT OF CONTENT CREATED OR GENERATED USING NON ORIGINAL SOFTWARE, EVEN IF THE CREATED CONTENT IS EDITED USING ORIGINAL SOFTWARE.

  13. TERM AND TERMINATION

    1. THE AGREEMENT is not limited with any term and is effective until terminated.
    2. The term of each of the licenses, acquired under THE AGREEMENT, is indicated in the expiration section on the License Server status web page.
    3. LICENSEE may terminate THE AGREEMENT at any time by returning and/or destroying THE PRODUCT, related documentation and all copies thereof.
    4. THE AGREEMENT will terminate immediately without notice from ITOOSOFT if LICENSEE fails to comply with any provision of THE AGREEMENT.
    5. Upon the termination of THE AGREEMENT for whatsoever reason, LICENSEE will cease all use of THE PRODUCT and destroy all copies, full or partial, of THE PRODUCT.
    6. Sections LIMITATIONS/RESTRICTIONS, CONFIDENTIALITY AND NON DISCLOSURE, OWNERSHIP, PRIVACY, LIMITED WARRANTY, DISCLAIMER, LIMITATIONS OF LIABILITY, and OTHER PROVISIONS will survive the termination of this AGREEMENT, howsoever caused, and this will not imply or create any continued right for LICENSEE to use THE PRODUCT or any part of THE PRODUCT after termination of this AGREEMENT.

  14. OTHER PROVISIONS

    1. This AGREEMENT is governed by Spanish law. Any dispute about the existence and the validity of THE AGREEMENT, or in relation with THE AGREEMENT or with a breach of it, including any dispute and discrepancy about the effect, interpretation, termination, performance or failure to execute it, will be settled by negotiations. Failing amicable AGREEMENT, any dispute relating to this contract shall come under the sole jurisdiction of the courts of Cádiz, Spain.
    2. Licensee may not assign this AGREEMENT or any rights hereunder (whether by purchase of stock or assets, merger, change of control, operation of law, or otherwise) without ITOOSOFT's prior written consent, which may be withheld at ITOOSOFT's sole and absolute discretion, and any unauthorized purported assignment by LICENSEE will be void. LICENSEE acknowledges and agrees that ITOOSOFT may assign or sub-contract any of its rights or obligations under this AGREEMENT.
    3. In the event any of the terms of THE AGREEMENT is declared void because it conflicts with the applicable law, the rest of the terms and the AGREEMENT as a whole will remain in full effect. Such invalid term will be superseded by the legal provisions.
    4. Any amendment or modification of THE AGREEMENT shall only be made by an additional AGREEMENT made in writing between the parties (annex) and signed by both of them.
    5. No term or provision of this AGREEMENT will be considered waived, and no breach excused, unless such waiver is in writing signed on behalf of the party against which the waiver is asserted. No waiver (whether express or implied) will constitute consent to, waiver of, or excuse of any other, different, or subsequent breach.
    6. ITOOSOFT will not be liable for any loss, damage or penalty if PRODUCT is not performing or LICENSEE is not able to use any or all of the PRODUCT's features due to a force majeure (including, but not limited to short-circuits, power outages, internet network malfunctions, administrative limitations and others such as a war, strike, riot, crime, or an event described by the legal term "act of God" e.g., flooding, earthquake, etc.) or other causes beyond ITOOSOFT's reasonable control.
    7. ITOOSOFT shall keep the right to make any changes, improvements and corrections it deems necessary of the PRODUCT hereunder, as long as such change, improvement or correction does not affect the PRODUCTs main function (rendering of *) and does not qualify as a new product.
    8. ITOOSOFT may contact LICENSEE with relevant product information or marketing communications, such as newsletters. Such communications contains instructions how LICENSEE can opt-out in case LICENSEE does not wish to continue receiving them.
    9. This AGREEMENT and any other terms referenced in this AGREEMENT represent the complete and entire AGREEMENT between the parties regarding the subject matter hereof and supersede any and all prior proposals, AGREEMENTs, representations and understandings between the parties, whether written or oral, regarding the subject matter hereof.
    10. Headings used in this AGREEMENT are provided for convenience only and shall not be used to construe meaning or intent.
    11. ITOOSOFT brand, ITOOSOFT, ForestPack and RailClone are trademarks of ITOOSOFT. All other brand names, product names, or trademarks belong to their respective holders.
    12. Notices in connection with this AGREEMENT will be in writing and will be sent using this form.

  15. ASSIGNEMENT

    This AGREEMENT is personal and may not be assigned or assumed (including by operation of law) without ITOOSOFT's prior written consent, and any attempt to do so without such consent is void. LICENSEE may, however, transfer the Software to a successor in interest to all or substantially all of LICENSEE's assets or stock on a permanent basis, provided LICENSEE retain no copies and the recipient agrees to the terms of this AGREEMENT.

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