Please read this Software License Agreement (the “License”) carefully. ChiAha, Inc. (“ChiAha”) is a Tennessee corporation with its principal place of business at 11826 Kingston Pike, Suite 230, Farragut, Tennessee 37934.
This License applies to your use of the following ChiAha software products and their associated upgrades, patches, and updates (collectively, the “Applications”) and related services (the “Services”):
ReliaSim® — production-line, discrete-rate and supply-chain simulation · ReliaStats® — statistical model validation · QSimHealth — healthcare queueing simulation · QueueSim — queueing simulation (community / educational use, made available without Charges) · GreenfieldAnalysis — facility-location siting analysis
Plus any other ChiAha-branded desktop application released under this License.
This License sets out the basis on which ChiAha makes the Applications and Services available to you (“You”) and on which you may use them. By installing or using an Application, you agree to accept and to be bound by this License at all times. If you do not agree with one of these terms, you may not install or use the Application.
Separately, a Privacy Policy governs information ChiAha collects from website visitors and form submissions; please read it as well.
1. Software License and Ownership
License. Subject to the conditions and terms of this License, ChiAha hereby grants to you, and you hereby accept from ChiAha, a limited, non-exclusive, non-sublicensable, and non-transferable license to use the Applications for the amount of time you have purchased (or, for Applications licensed without charge, for the duration ChiAha makes them available), solely for your own internal business operations. You acknowledge that paid Applications are licensed on a subscription basis and that your license to a paid Application terminates immediately when the subscription you paid for expires.
Services. ChiAha also provides online Services that may only be accessed through the Applications during the term of your paid subscription (where one applies). Any access of the Services outside of the Applications is expressly forbidden and is a violation of this License.
Ownership. ChiAha owns all right, title, and interest in (i) the Applications and (ii) the software that implements the Services. You do not acquire any ownership or rights in the Applications or Services except as expressly provided herein. The Applications and Services are copyrighted. Unauthorized copying of any element of the Applications or Services, or any accompanying written materials, is expressly forbidden.
2. Charges
In consideration of the payment of Charges, ChiAha will provide the Applications and Services to you, subject to the terms and conditions of this License. “Charges” means the fees applicable to the particular Applications and Services you have elected to receive from ChiAha. All Charges are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes owed by ChiAha.
Some Applications (e.g., QueueSim community edition) are made available without Charges. The Charges, Payment Terms, and Returns sections below apply only to Applications and Services for which Charges have been or will be invoiced.
3. Payment Terms
You shall pay ChiAha for all Charges through credit card, PayPal, Google Checkout, FastSpring's payment platform, or similar payment mechanism that ChiAha accepts. You authorize ChiAha to charge the Payment Mechanism for all Charges applicable to your purchase. If you have not paid all sums due ChiAha in accordance with the terms hereof, a monthly finance charge equal to the lesser of (a) 1.5% per month or (b) the highest amount permitted by law shall accrue and be payable each month until paid in full. Upon failure to make payment, a late fee of ten percent (10%) of the amount past due shall be due and payable by you.
4. Limitations
As a condition of using the Applications and Services, you represent and warrant that you will not use the Applications or Services for any illegal or unauthorized purpose, and your use of the Applications and Services will not violate any laws in your jurisdiction (including but not limited to copyright laws).
5. Term and Termination
This License is effective from the earlier of the date you purchase, download, or use any Application, until terminated according to its terms. You and ChiAha may terminate this License at any time, for any reason. This License will terminate automatically if you fail to comply with any of the terms and conditions of this License. Upon termination for any reason, all licenses and rights granted in this License immediately terminate.
6. Acknowledgment
You represent that you are over the age of 18. ChiAha does not permit those under 18 to use the Applications or Services.
Your access to and use of the Applications and Services is also conditioned on your acceptance of and compliance with the ChiAha Privacy Policy.
7. Returns and Cancellation
Software. Applications cannot be returned. An Activation Key is provided where applicable, but no physical product is shipped, so there is nothing to be returned. A free trial may be available; the duration and conditions of any trial are specified on the Application's pricing page at the time of purchase.
Training. Refunds: Up to 14 days before the course starts — Full refund. One to 13 days before course starts — $500 cancellation fee. No show or no advance cancellation — No refund.
8. Indemnification
You agree to defend, indemnify, and hold harmless ChiAha and its affiliates, and associated business affiliates and their subcontractors, against any claim or alleged claims, liabilities, losses, damages, and all costs (including attorneys' fees) directly or indirectly attributable to or resulting from (a) your violation of any provision of this License or (b) your use or misuse of the Applications or Services.
9. Limited Remedy, Warranties, and Disclaimer
ChiAha makes no warranty that the service will be uninterrupted or error-free. ChiAha's sole obligation and your exclusive remedy for any failure of the Applications or Services is the correction of the nonconforming software. Except as explicitly provided in this section, the Applications, Services, and anything provided in connection with this License are provided “as-is,” without any warranties of any kind, express or implied, including merchantability, fitness for a particular purpose, satisfactory quality, title, and non-infringement.
10. Limitation of Liability
ChiAha shall have no liability for third party claims. In no event shall ChiAha be liable to you for any indirect, incidental, consequential, special, reliance, or punitive damages, or lost or imputed profits or lost data. ChiAha's aggregate, cumulative liability for any and all claims arising in connection with this License, the Applications, or Services shall not exceed the fees actually received by ChiAha from you hereunder during the twelve month period ending on the day such claim is first asserted.
11. Changes to this License
ChiAha reserves the right, in its sole and absolute discretion, to revise this License for security, legal, best practice, or regulatory reasons. Your continued use of an Application following any revision to this License constitutes your complete and irrevocable acceptance of any and all such changes.
12. Updates
ChiAha may modify the Applications at any time and at its entire discretion, in particular for technical reasons such as updates, maintenance operations, and resets to improve and optimize the Software. You agree that the Software may install or download the modifications automatically.
13. Advertising
Unless you provide ChiAha with written notice to the contrary, you give ChiAha the right to use your company name in print, on-line, and in other multimedia advertising and marketing materials for the purpose of disclosing that you are a customer of ChiAha.
14. Assignment
You may not assign this License or any rights to the Applications without the prior, written consent of ChiAha. ChiAha may assign its rights to the License without your written consent.
15. Export Control
The Applications are subject to all applicable export restrictions. You must comply with all export and import laws and restrictions and regulations of any United States and foreign agency or authority relating to the Applications.
16. Governing Law
This License shall be governed by and construed in accordance with the laws of the State of Tennessee without regard to principles of conflict of laws.
17. Jurisdiction and Venue
The parties hereby irrevocably submit to the jurisdiction of the state courts of the State of Tennessee and to the jurisdiction of the United States District Court for the Eastern District of Tennessee, with exclusive venue in Knox County, Tennessee.
18. Severability
If any provision of this License shall be held to be invalid, illegal, or unenforceable, such invalidity shall not affect the other provisions, and this License shall be construed as if such invalid provision had never been contained herein.
19. No Waiver
No waiver by any party of any breach of this License shall be a waiver of any preceding or succeeding breach.
20. Complete License
This License is the final, complete, and exclusive agreement of the parties with respect to the subject matter hereof. If you have any questions about this License, please contact ChiAha at info@chiaha.com.