Last Updated June 8, 2021
SHOW THE WAY, DEVELOPED BY SIMTECH SOLUTIONS, INCORPORATED
End User License Agreement TERMS AND CONDITIONS
IMPORTANT! PLEASE READ CAREFULLY.
THIS SOFTWARE IS LICENSED, NOT SOLD. BY INSTALLING, COPYING OR OTHERWISE USING THE SOFTWARE (DEFINED BELOW), YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU ARE NOT PERMITTED TO INSTALL, COPY OR USE THE SOFTWARE.
The Software is distributed solely for use by authorized end users according to the terms of this License Agreement. Any use, reproduction, modification or distribution of the Software not expressly authorized by the terms of the License Agreement is expressly prohibited.
- Grant of a Limited Use License.
a. If you agree to this License Agreement, you may perform, display, and use the Show The Way mobile app and/or website and accompanying Regional Command Center (hereafter referred to as “Software”). Subject to your agreement to and continuing compliance with this License Agreement, Simtech Solutions Inc. hereby grants, and you hereby accept, a limited, non-exclusive license to (a) install and use the Software for the purposes of supporting people experiencing homelessness (PEH) or as a self-help tool for people who are homeless or at risk of homelessness. For account types that entail access to Personally Identifiable Information (PII), access to the functionality within Show The Way is granted by the designated Technical Lead(s) for your jurisdiction. To request an account, please contact your locally designated Technical Lead or email helpdesk@simtechsolutions.com if you do not know who the Technical Lead for your area is. Any and all uses of the Software are subject to this License Agreement which you must accept before you can use the Software.
2. Additional License Limitations.
a. The license granted to you in Section 1 is subject to the limitations set forth in Sections 1 and 2 (collectively, the “License Limitations”). Any use of the Software in violation of the License Limitations will be regarded as an infringement of Simtech Solutions copyrights in and to the Software. You agree that you will not, under any circumstances:
i. in whole or in part, copy, photocopy, reproduce, translate, reverse engineer, derive source code from, modify, disassemble, decompile, or create derivative works based on the Software;
ii. modify or cause to be modified any files that are a part of the Software in any way not expressly authorized by Simtech Solutions Inc;
iii. facilitate, create or maintain any unauthorized connection to the Software;
iv. sell, grant a security interest in or transfer reproductions of the Software to other parties in any way not expressly authorized herein, or rent, lease or license the Software to others;
v. use this Software for commercial software hosting services; or,
vi. transfer the software or this agreement to any third party.
3. Ownership.
a. All title, ownership rights and intellectual property rights in and to the Software and all copies thereof are owned or licensed by Simtech Solutions Inc. The Software is protected by the copyright laws of the United States, international treaties and conventions, and other laws. The Software may contain materials licensed by third parties, and the licensors of those materials may enforce their rights in the event of any violation of this License Agreement.
4. Termination.
a. This License Agreement is effective until terminated. You may terminate the License Agreement at any time by (i) permanently destroying all copies of the Software in your possession or control; (ii) removing the Software Client from your hard drive; and (iii) notifying Simtech Solutions Inc. of your intention to terminate this License Agreement. Simtech Solutions Inc. may terminate this Agreement at any time for any reason or no reason. Upon termination for any reason, all licenses granted herein shall immediately terminate and you must immediately and permanently destroy all copies of the Software in your possession and control and remove the Software Client from your hard drive(s) and/or mobile device(s).
5. Limited Warranty.
a. THE SOFTWARE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF CONDITION, UNINTERRUPTED USE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT.
i. Third Party Beneficiary: Simtech Solutions Inc and you acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of the EULA, and that, upon your acceptance of the terms and conditions of the EULA, Apple will have the right (and will be deemed to have accepted the right) to enforce the EULA against the End-User as a third party beneficiary thereof.
b. Google Play users: Simtech Solutions Inc and you acknowledge that the EULA for each of the Products is solely between Simtech Solutions Inc and the user. Google will not be responsible for, and will not have any liability whatsoever under, any EULA.
6. Limitation of Liability, Indemnity. SIMTECH SOLUTIONS INC. SHALL NOT BE LIABLE IN ANY WAY FOR ANY LOSS OR DAMAGE OF ANY KIND ARISING OUT OF THE SOFTWARE OR ANY USE OF THE SOFTWARE, INCLUDING WITHOUT LIMITATION LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER DAMAGES OR LOSSES. FURTHER, IN NO EVENT WILL SIMTECH SOLUTIONS INC. BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES. You hereby agree to defend, indemnify, and hold Simtech Solutions Inc. harmless from and against any claim, liability, loss, injury, damage, cost or expense (including reasonable attorneys’ fees) incurred by Simtech Solutions Inc. arising out of or from your use of the Software. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations may not apply to you.
7. Equitable Remedies. You hereby agree that Simtech Solutions Inc. would be irreparably damaged if the terms of this License Agreement were not specifically enforced, and therefore you agree that Simtech Solutions Inc. shall be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect to breaches of this License Agreement, in addition to such other remedies as Simtech Solutions Inc. may otherwise have available to it under applicable laws. In the event any litigation is brought by either party in connection with this License Agreement, the prevailing party in such litigation shall be entitled to recover from the other party all the costs, attorneys’ fees and other expenses incurred by such prevailing party in the litigation.
8. Dispute Resolution and Governing Law.
a. Informal Negotiations. To expedite resolution and control the cost of any dispute, controversy or claim related to this License Agreement (“Dispute”), you and Simtech Solutions Inc. agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least 30 days before initiating any arbitration or court proceeding. Such informal negotiations commence upon written notice from one person to the other.
b. Restrictions. You and Simtech Solutions Inc. agree that any arbitration shall be limited to the Dispute between Simtech Solutions Inc. and you, individually. To the full extent permitted by law, (1) no arbitration shall be joined with any other; (2) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (3) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.
c. Exceptions to Informal Negotiations and Arbitration. You and Simtech Solutions Inc. agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (1) any Disputes seeking to enforce or protect, or concerning the validity of, any of your or Simtech Solutions Inc.’s intellectual property rights; (2) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy or unauthorized use; and (3) any claim for injunctive relief.
d. Location. If you are a resident of the United States, any arbitration will take place at any reasonable location convenient for you. For residents outside the United States, any arbitration shall be initiated in the County of San Diego, State of California, United States of America. Any Dispute not subject to arbitration (other than claims proceeding in any small claims court), or where no election to arbitrate has been made, shall be decided by a court of competent jurisdiction within the County of San Diego, State of California, United States of America, and you and Simtech Solutions Inc. agree to submit to the personal jurisdiction of that court.
e. Governing Law. Except as otherwise set forth herein, this License Agreement shall be governed by, and will be construed under, the Laws of the United States of America and the law of the State of California, without regard to choice of law principles.
9. Use of Third Party Services: Certain features of our software may utilize the services and/or products of third-party vendors and business partners, which may be covered by additional terms and conditions. Your uses of such features constitute your agreement to be bound by these additional terms and conditions.
10. Maintenance and Support: Simtech Solutions Inc acknowledges that we are solely responsible for providing any maintenance and support services with respect to the Licensed Application, as specified in the EULA, or as required under applicable law. Simtech Solutions Inc and you acknowledge that Apple and/or Google has no obligation whatsoever to furnish any maintenance and support services with respect to the Licensed Application.
11. Legal Compliance: By agreeing to these terms, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
12. Any questions, complaints, or claims with respect to the Licensed Application should be directed to:
Simtech Solutions, Inc.
13115 Sunstone Pt.
San Diego, CA 92130
Email: Support@simtechsolutions.com