Software License

Please read this Software License Agreement (the "License", historically the "EULA") 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 — factory-flow simulation
• QSimHealth — healthcare queueing simulation
• ReliaStats — statistical model validation
• SCModeling — supply-chain network design + simulation-optimization
• DiscreteRate — discrete-rate 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 ChiAha Privacy Policy governs information ChiAha collects from website visitors and form submissions. The Privacy Policy is a distinct document; please read it as well.

ChiAha reserves the right to change, modify, add to, or delete articles in this License at any time, in accordance with the procedures described below.

License. Subject to the conditions and terms of this License, ChiAha hereby grants to You, and You hereby accepts from ChiAha, a limited, non-exclusive, non-sublicensable, and non-transferable license to use the Applications for the amount of time You have purchased, solely for Your own internal business operations. You acknowledge that the Applications is licensed on a subscription basis and Your license immediately terminates 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. 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 Application and Services are copyrighted. Unauthorized copying of any element of the Applications or Services or any accompanying written materials is expressly forbidden. You agree that You may be held legally responsible for any copyright infringement that is caused or encouraged by Your failure to abide by the terms of this License.

In consideration of the payment of Charges, as defined below, ChiAha will provide the Applications and Services to You, subject to the terms and conditions of this Agreement. “Charges” means the monthly fees applicable to the particular Application and Services You have elected to receive from ChiAha. All Charges are billed one year in advance each year on the day that You initially registered. You will not receive a refund or credit for a partial year if You stop using the Applications or Services. 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.

You shall pay ChiAha for all Charges through credit card, paypal, google checkout, or similar payment mechanism that ChiAha accepts (“Payment Mechanism”). You agree to provide ChiAha the expiration date and other information requested by ChiAha pertaining to the Payment Mechanism, and You hereby authorize ChiAha to charge the Payment Mechanism for all Charges applicable to Your purchase provided pursuant to this License. Upon cancellation or expiration of Your Payment Mechanism, You agree to immediately provide a new Payment Mechanism and other information requested by ChiAha pertaining thereto. If ChiAha provides payment terms to You, You agree to pay all Charges in accordance with such payment terms. 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. Furthermore, upon Your failure to make payment in accordance with the terms hereof, a late fee of ten percent (10%) of the amount past due shall be due and payable by You with respect to each such late payment. The waiver of a finance charge, late fee or any portion thereof shall not be deemed to be a waiver of any future finance charges or late fees. You shall be liable to ChiAha for any and all costs and expenses incurred by ChiAha, including without limitation attorneys’ fees and expenses, in collection of any past due amounts hereunder.

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).

The License is effective from the earlier of the date You purchase, download or use the Applications, until terminated according to its terms. You and ChiAha may terminate this License, at any time, for any reason. Termination by ChiAha will be effective upon (a) notice to You or (b) termination of Your ChiAha Account (if any) or (c) at the time of ChiAha’s decision to discontinue offering and/or supporting the Applications. 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 and You must immediately uninstall the Applications and destroy all copies of the Applications in Your possession.

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. The Privacy Policy describes ChiAha's policies and procedures on the collection, use, and disclosure of Your personal information when You use the Applications, the Services, or the ChiAha websites, and describes Your privacy rights and how the law protects You. Please read the Privacy Policy carefully before using the Applications.

Software. The Application cannot be returned. An Activation Key is provided, but no physical product is shipped so there is nothing to be returned. A free 30-day trial of the Applications is available.

Training. You may purchase training for the Applications and Services. Any fees owed for training are subject to the terms and conditions of this License. Fees owed for training are refundable as follows:

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

ChiAha reserves the right to cancel training up to 14 days before the course starts.

You are solely responsible for any damage caused to ChiAha, its affiliates, and associated service providers and subcontractors, other users of the Applications or any other individual or legal entity as a result of Your violation of this License or use of the Applications.

You hereby 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. ChiAha reserves the right to take sole responsibility, at its own expense, for conducting the defense of any claim for which You agreed to indemnify ChiAha. The provisions of this Section shall remain in force after termination of this License.

You agree that the operation and availability of the systems used for accessing and interacting with the Services, including telephone, computer networks, and the internet, or to transmit information, can be unpredictable and may, from time to time, interfere with or prevent access to or use or operation of the Services. ChiAha shall not be liable for any such interference with or prevention of Your access to or use of the Services or the impact such interference or prevention may have on ChiAha’s ability to perform the service. 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 explicity 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. ChiAha hereby disclaims for itself and it's supplier all warranties, express or implied, including, without limitation, a;; implied warranties, terms or conditions or merchantability. fitness for a particular purpose, satisfactory quality, title, and non-infringement.

ChiAha shall have no libaility for third party claims. In no event shall ChiAha be liable to You for any indirect, incidental, consequential, special, reliance, or puntitive 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. The foregoing limitation will not apply notwithstanding any failure of essential purpose of any limited remedy.

ChiAha reserves the right, in its sole and absolute discretion, to revise, update, change, modify, add to, supplement, or delete certain terms of this License for security, legal, best practice or regulatory reasons. Such changes will be effective with or, as applicable, without prior notice to You. You can review the most current version of this License by clicking on the “License” link located on the Applications or on the ChiAha website. If the License is revised You will be notified that the License has changed. If any future changes to this License are unacceptable to You or cause You to no longer be in agreement or compliance with this License, You may terminate this License in accordance with the termination Section of this License and must immediately uninstall the Applications and destroy all copies of the Applications. In the event You terminate the License because of changes to the License a prorated amount of the fees You have paid for the amount of time left in Your subscription will be refunded to You. Your continued use of the Applications following any revision to this License constitutes Your complete and irrevocable acceptance of any and all such changes.

ChiAha may modify the Applications for any reason or without any specific reason, at any time and at its entire discretion, in particular for technical reasons such as updates, maintenance operations and/or resets to improve and/or optimize the Applications. You agree that the Applications may install or download the modifications automatically. You agree that ChiAha may stop support of previous versions of the Applications upon availability of an updated version.

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.

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. Any assignment in violation of this Section is null and void.

The Application is 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 and Your use of the Applications. The Application may not be re-exported, downloaded or otherwise exported to, or installed by a national or resident of, any country to which the United States has embargoed goods, or to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Denial Orders. You represent and warrant that You are not located in, under the control of, or a national or resident of any such country or on any such list.

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. The application of the United Nations Convention on Contracts for the International Sale of Goods is specifically disclaimed and does not govern or apply to the terms and conditions of this Agreement.

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, for the purpose of any suit, action, or other proceeding related to, arising out of or based upon this Agreement or in any way related to, arising out of or involving the Services or Website; waive and agree not to assert by way of motion, as a defense, or otherwise, in any such suit, action, or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action, or proceeding is brought in any inconvenient forum, that the venue of the suit, action, or proceeding is improper, or that this Agreement or the subject matter hereof may not be enforced in or by such court; and waive and agree not to seek any review by any court of any other jurisdiction which may be called upon to grant an enforcement of the judgment of any such Tennessee state or federal court. The parties hereby consent to service of process by registered mail at the address to which notice is to be given. The exclusive venue for any proceeding under this Agreement shall be solely in any state court in Knox County, Tennessee, or the Federal District Court for the Eastern District of Tennessee, Northern Division, sitting in Knoxville, Tennessee. You acknowledge that the prices for the Applications and Services offered under this Agreement are in part dependent on Your consent to jurisdiction in Tennessee and exclusive venue in Knox County, Tennessee, and without Your consent to this jurisdiction and venue provision the prices for Services would be higher.

In case any one or more of the provisions contained in this License shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the other provisions of this License, and this License shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. If moreover, any one or more of the provisions contained in this License shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, it shall be construed by limiting and reducing it, so as to be enforceable to the extent compatible with the applicable law as it shall then appear.

No waiver by any party of any breach of this License shall be a waiver of any preceding or succeeding breach. No waiver by any party of any right under this License shall be construed as a waiver of any other right.

This License is the final, complete and exclusive License of the parties with respect to the subject matter hereof and supersedes and merges all prior and contemporaneous discussions or agreements (whether written or oral) between the parties regarding such subject matter.

If You have any questions about this License please contact ChiAha at info@chiaha.com