Version 11 · SIDRA SOLUTIONS

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Definitions
Licence Agreement
Software Version Status
SIDRA INTERSECTION Software Model Level
Use of Licence — General
API Terms of Use
Licence Products
Country for Which the Licence Is Issued
Educational Licence
Software Licence Types
Software Maintenance — General
Software Subscription for Free Support and Upgrades
Intellectual Property
Software Documentation and Other Related Material
Reselling
Warranty, Indemnification and Limited Liability
Privacy and Data Processing
Termination
Governing Law
General
Severability
Third Party Licences

This agreement applies to

SIDRA INTERSECTION 11.0.1 and 11.0.2

Using a different version? Find the agreement for your version

THIS IS A LEGAL AGREEMENT and represents the terms and conditions on which YOU and AKCELIK & ASSOCIATES PTY LTD TRADING AS SIDRA SOLUTIONS (SIDRA SOLUTIONS) agree to be bound on your installing, activating, using, copying or in any way accessing the SIDRA SOLUTIONS Software.

This licence agreement covers (but does not necessarily give access to) the following Software which is fully owned by SIDRA SOLUTIONS as applicable:

SIDRA INTERSECTION and SIDRA TRIP software packages supplied upon payment of the licence fee (Fee),
SIDRA UTILITIES and support material including Excel applications for various purposes (VOLUMES, SIDRA Saturation Flow Survey, SIDRA Back of Queue Survey, SIDRA Scenario Analysis, SIDRA Hours Per Year and similar) supplied free of charge,
Trial, Evaluation, Preview, Temporary, Special, Beta, Online and In-Person Training, Workshop, Limited, Special Application and other Special Time-Limited versions of the SIDRA INTERSECTION, SIDRA TRIP and SIDRA UTILITY software packages supplied free of charge,
All software accessing SIDRA SOLUTIONS software through their Application Programming Interfaces (API).

Definitions

For the purpose of this Agreement, the following definitions apply:

"1PC (SINGLE) Licence" means a licence that allows the installation and use of the software on one computer of the Licensee, and once installed and activated on a computer.

"Contracted Processor" means a Subprocessor as defined below.

"COVER" means an annual subscription fee for Software support and upgrade to new major Software versions.

"Data Protection Laws" means EU Data Protection Laws and, to the extent applicable, the data protection or privacy laws of any other country.

"Educational Lab Subscription Licence" means a licence that operates like a Team Subscription Licence used for teaching purposes by an educational organisation.

"EEA" means European Economic Area.

"End User" means a Licensee and individual end user of the Software from time to time.

"EU Data Protection Laws" means EU Directive 95/46/EC, as transposed into the domestic legislation of each Member State and as amended, replaced or superseded from time to time, including by the GDPR and laws implementing or supplementing the GDPR.

"Extended Agreement" means a further agreement and licence purchased by the Licensee for use of the Software in additional countries.

"Fee" means the licence fee, subscription fee, or other fees payable by the Licensee for use of the SIDRA SOLUTIONS Software as provided for in these terms.

"FLOATING Licence" means a type of license which allows a set number of seats to be shared by a number of simultaneous End Users.

"GDPR" means the EU General Data Protection Regulation 2016/679.

"Global Licence" means a licence that can be used in the offices of the licensee organisation in any country in the world.

"Licensee" means the business, company, organisation or individual who has been granted legal permission to use a SIDRA SOLUTIONS Software licence.

"Major Version" means a version of the Software where extensive changes have been made to the Software user interface, traffic models (computational engine), model input and outputs.

"Personal Subscription Licence" means a Subscription Licence issued to one named individual End User for their sole use.

"Seat" means the allocation of a licence to an End User out of a maximum number of licences available to the Licensee.

"SIDRA ASSIGN" is the lane-based multimodal traffic assignment functionality in the SIDRA INTERSECTION software.

"SIDRA SOLUTIONS data" means any Personal Data Processed by a Contracted Processor on behalf of SIDRA SOLUTIONS pursuant to or in connection with this Agreement.

"Software" means the SIDRA INTERSECTION and SIDRA TRIP software, SIDRA UTILITIES and support material including Excel applications (VOLUMES, SIDRA Saturation Flow Survey, SIDRA Back of Queue Survey, SIDRA Scenario Analysis, SIDRA Hours Per Year) and other SIDRA SOLUTIONS software made available.

"Subprocessor" means any person appointed by or on behalf of Processor to process Personal Data on behalf of SIDRA SOLUTIONS in connection with this Agreement.

"Subscription Fee" means a COVER fee or a Subscription Licence fee.

"Team Subscription Licence" means a Subscription Licence issued to an organisation and provides a set number of Seats that may be shared by End Users within that organisation.

"Time-Limited" means a temporary licence that expires at a designated time built into the software.

"User" means any individual End User of the Software from time to time.

"You" means Licensee.

The terms, "Controller", "Data Controller", "Personal Data", "Data Processor" and "Processor" and "Processing" shall have the same meaning as in the GDPR and their cognate terms shall be construed accordingly.

Licence Agreement

1. This Agreement supersedes all prior agreements and representations between the parties in relation to its subject matter. It includes the SIDRA SOLUTIONS Privacy and Data Protection policies and terms of sale found on the SIDRA SOLUTIONS website (links below) at the time of purchase and are the complete terms and conditions that apply between the parties:

2. This Agreement may only be modified in writing if signed by both parties.

3. SIDRA SOLUTIONS shall provide the Licensee with access to the Software upon receipt of payment of the Fees and on the terms set out in this agreement. Access will be provided by download, licence activation, subscription provisioning, or other means selected by SIDRA SOLUTIONS.

4. This Agreement and these terms apply to all Software licence and product types issued by SIDRA SOLUTIONS for the Licensee's use of the Software and all related material including but not limited to the user guides, training material and other supplementary material.

5. The licence rights granted to the Licensee under this Agreement are non-exclusive, non-sublicensable and non-transferable, except as otherwise provided in this Agreement (Clause 74). The Licensee is not permitted under any circumstances to copy, vary, recompile or assign, transfer or sub license or lease the Software to any third party.

6. All registration details for the licensed use of the Software such as the Customer ID, User ID, User Name, Licence ID, Contact Name, Password, Serial Number, User Key, Product Key, Machine Key, Unlock Code, Registration Code and all information related to the FLOATING Licence and Subscription Licences are confidential and for the sole use of the Licensee or End User to whom that information is given and must not be given to any third party.

7. The Licensee (where a company or legal entity and not an individual) will provide SIDRA SOLUTIONS a nominated representative as a point of contact for licence management purposes (Licensee Contact).

8. SIDRA SOLUTIONS will only supply the Software licence details, eCommerce account and login information for Software licence management to the appointed Licensee Contact.

9. The Licensee Contact will receive all notices from SIDRA SOLUTIONS via email and other means notified by SIDRA SOLUTIONS from time to time including notices for subscription (COVER and Subscription Licence) renewals, software updates, new version releases and training courses available.

10. SIDRA SOLUTIONS will comply with all necessary privacy policies, laws and regulations as may apply to all personal information as supplied by the Licensee and or any End User and meet all relevant data protection laws policies and regulations as may apply from time to time, including a data processing agreement that complies with the requirements of the legal framework in relation to data processing and with the GDPR in effect at the time of the agreement.

Software Version Status

11. The Licensee and End Users acknowledge that SIDRA SOLUTIONS will apply the following "Version Status" definitions for the purposes of licence management:

Current Version — is the latest major version release of the Software.
Previous Version — is the last major version release of the Software prior to the Current Version.
Old Version — is any major version older than the Previous Version of the Software.

12. In the event of a new major Software release, that Software version shall become the Current Version.

13. The conditions stated for a "major version" also apply to any minor software updates issued after the first release of that major version.

14. The Licensee agrees to the following Software licence purchase and subscription conditions as determined by the Version Status:

Software support under valid subscription will be provided for the Current Version only as described in Clauses 87-90. Support subject to a fee may be provided for the Previous Version at the discretion of SIDRA SOLUTIONS. There is no support available for Old Versions.
Upgrade from the Old Version or Previous Version to the Current Version is not available, and the purchase of a new licence for the Current Version is required.
For Professional 1PC, SINGLE and FLOATING Licences, and Educational Time-Limited Special and 1PC Licences, renewal of COVER subscription upon payment of a fee is available for the Current Version only, and therefore, "valid (unexpired) subscription" is associated with the Current Version only.

15. Where a Licensee has the Current Version of the Software with valid subscription when a new Major Version is released (which becomes the new Current Version), the Licensee will be upgraded to the new Current Version free of charge.

16. The Licensee acknowledges that when SIDRA SOLUTIONS makes a new major version release of the Software ("Current Version"), SIDRA SOLUTIONS does not have any obligation to provide support for any earlier version of the Software ("Previous Version" and "Old Version") after the date of a new major version release.

SIDRA INTERSECTION Software Model Level

17. The SIDRA INTERSECTION software incorporates two levels of traffic network model functionality known as "PLUS" and "NETWORK" depending on which licence is used by the Licensee:

SIDRA INTERSECTION PLUS licence holders will only be able to create and edit road network models with two intersections, pedestrian crossings, or other road network elements (Sites). The Traffic Assignment module of SIDRA INTERSECTION (SIDRA ASSIGN) is not available for SIDRA INTERSECTION PLUS licence holders.
SIDRA INTERSECTION NETWORK licence holders will be able to create and edit Network models up to 50 Sites for Professional licences and 10 Sites for Educational licences.

Use of Licence — General

18. The general conditions that apply to the use of the SIDRA SOLUTIONS Software will apply to the use of individual software packages and applications as relevant.

19. The Licensee agrees that the Software shall only be used for the Licensee's own purposes and are limited to those purposes set out in this Agreement.

20. With the exception of the FLOATING Licence, Personal Subscription Licence and Team Subscription Licence, the use of the Software licence is limited to the country for which the licence is issued.

21. The Licensee will at all times maintain true and accurate records identifying the location where each copy of the Software licensed under this Agreement is in current use. Such records will be subject to inspection by SIDRA or its designated representative (Representative) during regular business hours upon reasonable advance notice for audit purposes.

22. The Licensee is expressly prohibited from transferring licences to other organisations.

23. The Licensee is fully responsible for use of the Software and to determine whether it is compatible with their hardware and operating system. SIDRA SOLUTIONS shall not be liable to the Licensee or any End User where they fail to have the necessary expertise to understand the traffic model assumptions and limitations of the Software or equipment to make use of the Software.

24. The following Time-Limited Software licences are issued by SIDRA SOLUTIONS free of charge: Trial, Evaluation, Preview, Temporary, Special, Beta, Online and In-Person Training and Workshop licences. These licences may not be used for any purpose other than the following:

evaluating the Software prior to the purchase of a particular licence;
academic and research purposes;
software testing;
some cases of licence activation problems; or
using the Software for training purposes.

The Licensee agrees not to use a Trial, Evaluation, Preview, Temporary, Special, Beta, Training, Workshop and any other Time-Limited licence for income-generating projects or similar activities.

The Special Licences issued upon payment of a fee include LIMITED Licence, Special Application Licence, and other licences including Online and In-Person Training and Workshop Licences (Clauses 78-82).

25. In the event that the Licensee is not able to activate a purchased licence, SIDRA SOLUTIONS may issue a Special (Time-Limited) Licence to enable the Licensee to use the software without licence activation. The Licensee agrees to special conditions stated upon payment of the fee for this licence.

26. Software output for Educational and Trial, Evaluation, Preview, Temporary, Special, Beta, Training, Workshop and other Time-Limited licences may include watermarks to indicate the limited non-commercial nature of these licences.

API Terms of Use

27. Licence Requirement - A licensed copy of the Software is required by the Licensee and each End User where the Software is being accessed via its Application Programming Interface (API), including usage through software linking provided in another vendor's product. The API may only be used in conjunction with a validly licensed installation of the Software.

28. Grant of API Access - The Software API allows the development of programs that link to the Software for use under this Agreement. The provision of access to the Software API is a non-exclusive, limited, non-transferable and non-sublicensable right of use which does not create or imply any partnership, agency, or joint venture between SIDRA SOLUTIONS and the Licensee.

29. Intellectual Property - The Software API, including its assemblies, documentation, sample code and associated materials, remains the intellectual property of SIDRA SOLUTIONS. Nothing in this Agreement transfers any ownership of the API or its components to the Licensee. The Licensee retains ownership of the application code they develop using the Software API, but not of the API itself or any portion of the Software.

30. Acceptable Use - The Licensee must not:

redistribute, sublicence, or make available the API assembly or any part of it to any third party, except as embedded within the Licensee's own application in compiled form;
use the API to circumvent, bypass, or extend any licensing restriction of the Software;
use the API with an unlicensed, expired, or otherwise invalid copy of the Software;
use the API to develop a product that replicates or competes with the core functionality of the Software; or
remove or obscure any SIDRA SOLUTIONS branding, copyright notices, or attribution from output generated via the API, in accordance with Clauses 96-98 of this Agreement.

31. Warranty Disclaimer - The Software API is provided by SIDRA SOLUTIONS on an as-is basis without any warranties, expressed or implied, save for those warranties as may be required by law. To the extent permitted by law, SIDRA SOLUTIONS does not warrant that the API will be error-free, uninterrupted, or compatible with the Licensee's application or environment.

32. Indemnity - In using the Software API, the Licensee agrees to indemnify and hold SIDRA SOLUTIONS harmless from any losses or claims by the Licensee or any third parties that may result from the use of an application developed by the Licensee or other software vendors that makes use of the SIDRA SOLUTIONS Software API.

33. Version Updates and Compatibility - The Software API is updated for each major version of the Software by SIDRA SOLUTIONS. Major version updates may include changes that are not backward compatible. The Licensee or other software vendors who develop applications using the Software API are responsible for updating their API programs to provide links to the latest version of the Software. SIDRA SOLUTIONS is not obligated to maintain backward compatibility between major versions of the API.

34. Support Scope - Where the Licensee holds valid subscription (unexpired COVER or a current Subscription Licence), support for the Software API is limited to the API assembly itself and its documented functionality. SIDRA SOLUTIONS does not provide support for the Licensee's custom application code, third-party integrations, or issues arising from the Licensee's development environment.

35. Special Application Licence - If the Licensee's API application is intended for use in operational environments such as traffic management centres, traffic signal control systems, autonomous vehicles, or similar setups, a Special Application Licence may be required in accordance with Clauses 78-82 of this Agreement. The Licensee should contact SIDRA SOLUTIONS to determine whether a Special Application Licence applies to their intended use.

36. Termination of API Access - The Licensee's right to use the Software API is conditional on maintaining a valid licence for the Software. API access terminates automatically when the Licensee's licence for the Software is terminated, expires (in the case of a Subscription Licence), or is otherwise invalidated. SIDRA SOLUTIONS reserves the right to revoke API access where the Licensee is in breach of this Agreement.

Licence Products

37. A specific Licence Product for the Software is defined by referring to an individual software package, licence type, licence category and Network model level.

38. Each Licence Product is issued by SIDRA SOLUTIONS individually as to pricing and licence management and shall be issued by SIDRA SOLUTIONS with an individual price, Licence ID and COVER or Subscription Licence expiry date, associated with it.

39. This licence Agreement is applicable to the following software packages:

SIDRA INTERSECTION,
SIDRA TRIP,
SIDRA UTILITIES;

to the licence types of the Software:

1PC,
SINGLE,
FLOATING,
ENTERPRISE,
LIMITED,
SPECIAL,
SPECIAL APPLICATION,
SUBSCRIPTION (PERSONAL),
SUBSCRIPTION (TEAM),
SUBSCRIPTION (LAB);

and to the following licence categories of the Software:

Professional,
Educational,
Trial,
Evaluation,
Preview,
Temporary,
Special,
Beta,
Online and In-Person Training,
Workshop, and
other Time-Limited licences.

40. The two Network model levels defined in Clause 17 apply to the following licence products as follows:

2 Sites for PLUS licence products with no access to SIDRA ASSIGN; and
up to 50 Sites for Professional licences and 10 Sites for Educational licences for NETWORK licence products with access to SIDRA ASSIGN for both Professional and Educational licences.

41. In the case of an outsourced office (service provision on an on-going basis under contract), the organisation providing the service or the organisation receiving the service is required to have a valid licence for the use of the Software.

42. SIDRA SOLUTIONS's nominated Representative may use the Software for its own purposes, including commercial applications, as well as for marketing the Software on behalf of SIDRA SOLUTIONS, in accordance with the terms of the AGREEMENT FOR APPOINTMENT OF REPRESENTATIVE. The Representative is subject to all terms and conditions of this Software licence agreement.

43. An authorised Reseller of SIDRA SOLUTIONS Software appointed under the AGREEMENT FOR APPOINTMENT OF RESELLER will not be given the Software or any customer registration information. In accordance with the terms of the AGREEMENT FOR APPOINTMENT OF RESELLER, the Reseller is not permitted to use the Software under any circumstances.

Country for Which the Licence Is Issued

44. The following Global Licence Restrictions regarding the country for which the licence is issued apply to all licence types with the exception of the FLOATING Licence, Personal Subscription Licence and Team Subscription Licence:

The licence products are not directly associated with specific offices of the Licensee's organisation but will be issued for use in a specified country.
The Licensee may purchase any number of licences at different times and may use any combination of licences in any office of the Licensee's organisation in the country for which the licences are issued as identified by the Licensee at the time the licenses are issued.
The Licensee is authorised to redeploy a licence between offices of the Licensee's organisation that operate within the country for which the licence is issued.
The Licensee agrees the Software can be used only by employees of the Licensee's organisation who are employed in the country for which the licence is issued.
Purchase of additional licences or an Extended Agreement is required for use of the Software by the Licensee and or any of its related and or associated entities in additional countries where the Licensee has offices and may operate.

45. The terms of a FLOATING Licence, Personal Subscription Licence and Team Subscription Licence enable the license to be used at any office of the Licensee's organisation anywhere in the world. Global Licence Restrictions do not apply for these licence types.

Educational Licence

46. The Educational Licence is available to educational institutions recognised by SIDRA SOLUTIONS and is subject to various restrictions on licence use and traffic model functionalities (including 10-Site Network limit and watermarked output).

47. Under the Educational Licence, the Licensee will not use or attempt to use the Software in any way for commercial gain or profit including any research carried out under contract to generate revenue.

48. The licensee of an Educational Licence must purchase a separate Professional Licence for use of the Software for income-generating projects or similar activities.

49. Educational Personal and Lab Subscription Licences are available to recognised universities, research institutions, TAFEs and similar organisations at reduced pricing, subject to the Educational licence conditions (Clauses 46-48) and general Subscription Licence conditions (Clauses 60-74).

50. Time-Limited Educational Special and Educational 1PC Licences will expire 12 months after the date of purchase or date of COVER renewal, and will transition to a new Lab Subscription Licence or Personal Subscription Licence issued upon payment of a subscription fee.

51. The FLOATING Licence is not available for educational use.

52. Upgrade from an Educational Licence to a Professional Licence is not available.

Software Licence Types

1PC and SINGLE Licences

53. The 1PC Licence or SINGLE Licence allows the installation and use of the software on one computer of the Licensee, and once installed and activated on a computer, it cannot be simultaneously activated on another. The software activation procedures will prevent a 1PC Licence or SINGLE Licence version of the Software from being used on more than one computer, and to use the Software simultaneously on more than one computer, further 1PC Licences or SINGLE Licences must be purchased.

54. The 1PC Licence or SINGLE licence permits the installation, activation on one Windows Workstation computer and permits use of the software by one End User at a time. This Licence cannot be activated on a Windows Server.

55. A 1PC licence or SINGLE licence can be deactivated and subsequently moved to another computer of the Licensee. Generally, this process will require an internet connection. If a licence cannot be deactivated, for example because a computer was damaged or became inoperable, the Licensee must contact SIDRA SOLUTIONS by email to have the licence reactivated on another computer. A service fee may apply.

FLOATING Licence

56. The FLOATING Licence allows a set number of Seats to be shared by a number of simultaneous End Users within an organisation to access the software on a first come, first served basis. This licence applies to a cloud-based FLOATING Licence made first available with the release of SIDRA INTERSECTION Version 9.1.

57. The FLOATING Licence can be used at any of the Licensee's offices, anywhere in the world, without the need to manage licence keys, licence files or licence servers.

58. The FLOATING Licence will allow End Users of the Licensee's organisation to run the Software by logging into the cloud-based Floating Licensing System through the web browser embedded in the Software or the End User's default web browser.

59. The FLOATING Licence has a limited lifespan that ends when the Software becomes an Old Version as defined in Clauses 11 and 12.

Subscription Licence

60. A Subscription Licence grants the Licensee access to the Software for a fixed Subscription Period. The Subscription Licence replaces the requirement for a separate licence purchase and COVER subscription. All software access, support entitlements, and version upgrades are included within the Subscription Licence for the duration of the Subscription Period.

61. The Subscription Period is twelve (12) months from the date of payment. The Licensee's access to the Software is conditional on maintaining a current Subscription Period. There is no automatic renewal. The Licensee must renew the Subscription Licence before the expiry of the current Subscription Period to maintain uninterrupted access to the Software.

Types of Subscription Licence

62. Two types of Subscription Licence are available:

Personal Subscription Licence. A Personal Subscription Licence is issued to one (1) named individual End User. The licence is cloud-based and may be used on any computer, anywhere in the world, but only by the named End User. A Personal Subscription Licence cannot be shared with or transferred to another individual during the Subscription Period. The End User logs in via their individual credentials. Global Licence Restrictions (Clause 44) do not apply to this licence type.
Team Subscription Licence. A Team Subscription Licence is issued to an organisation and provides a set number of Seats that may be shared by End Users within that organisation on a first come, first served basis. The organisation's administrator manages End User access. A Team Subscription Licence may be used at any office of the Licensee's organisation anywhere in the world. Global Licence Restrictions (Clause 44) do not apply to this licence type.

Version Access

63. While the Subscription Period is current, the Licensee has access to the version of the Software that was the Current Version of the Software at the time of purchase, and to any new Major Software Versions released during the Subscription Period. There is no fixed upper version limit — the Licensee automatically gains access to each new version as it is released, for the duration of their Subscription Period.

64. Where a Subscription Licence provides access to multiple versions of the Software, all versions share the same Seat allocation. The total number of concurrent End Users across all accessible versions must not exceed the number of Seats included in the Subscription Licence.

Technical Support

65. Subscription Licence provides full technical support for the Current Version of the Software. Support for the Previous Version may be available on a case-by-case basis and may be subject to a support fee.

66. SIDRA SOLUTIONS does not provide bug fixes or software patches for versions other than the Current Version. Technical assistance for older versions that a subscriber can access does not constitute a commitment to maintain those versions.

Subscription Entitlements

67. A current Subscription Licence includes the following entitlements for the duration of the Subscription Period:

Access to the Software, including all versions the Licensee is entitled to under Clauses 63 and 64.
Free access to any new Major Version released during the Subscription Period.
Technical support as described in Clauses 65 and 66 and in the support terms published by SIDRA SOLUTIONS.
Licensing and sales support.

Expiry and Lapse

68. If the Subscription Licence is not renewed before or at the expiry of the Subscription Period, the Licensee's access to all versions of the Software will cease. The Licensee will no longer be able to open or run any version of the Software. No grace period applies.

69. Project files created by the Licensee using the Software are the property of the Licensee. Project files are stored in locations selected or controlled by the Licensee, including on local devices, network drives, servers, cloud storage, backup systems, or other storage environments, and are not affected by the expiry or lapse of a Subscription Licence. The Licensee retains full ownership of their project files at all times.

70. SIDRA SOLUTIONS provides file conversion tools to enable project files created in older versions of the Software to be opened in the Current Version. Conversion utilities and instructions are available on the SIDRA SOLUTIONS website. SIDRA SOLUTIONS does not guarantee that conversion tools will be available for all historic file formats indefinitely.

71. Purchasing a new Subscription Licence starts access to the Current Version of the Software at the time of re-subscription and does not restore access to Previous or Older versions. SIDRA SOLUTIONS may, at its discretion, apply a different fee for licences that have lapsed beyond a specified period.

72. COVER does not apply to Subscription Licences. The Subscription Licence replaces the requirement for a separate COVER subscription. All entitlements that would otherwise be provided under COVER are included within the Subscription Licence for the duration of the Subscription Period.

73. A Subscription Licence does not confer any perpetual right to use the Software. The right to use the Software exists only for the duration of a current Subscription Period.

74. The Subscription Licence is not transferable to another party without the written consent of SIDRA SOLUTIONS.

Subscription Upgrades

75. A Licensee may upgrade from one Subscription Licence type to a higher-tier Subscription Licence type during a current Subscription Period. The upgraded Subscription Licence commences a new twelve (12) month Subscription Period from the date of payment. A pro-rata credit for the unused portion of the existing Subscription Period will apply towards the annual price of the new Subscription Licence.

76. Downgrades to a lower-tier Subscription Licence during a current Subscription Period are not available. A Licensee wishing to move to a lower-tier licence may do so at the time of renewal.

77. The pro-rata credit described in this clause is not a refund. It is applied solely towards the price of the upgraded Subscription Licence and does not give rise to any entitlement to a monetary refund of the unused portion of the original Subscription Period.

Special Licences

78. SIDRA SOLUTIONS may at its discretion issue a Special Licence with specified conditions under exceptional circumstances. Special licences are time-limited licences upon the payment of a fee.

79. The Special Licences include LIMITED Licence (Clause 80), Special Application Licence (Clauses 81 and 82), and other licences including Online and In-Person Training and Workshop Licences.

80. The LIMITED Licence allows the Licensee to install and use the Software on a specified number of computers, including laptop computers, within the Licensee's organisation in the country for which the licence is issued. The allocated maximum number of computer licences can be used in all offices of the licensed organisation.

81. For practical applications such as the operation of traffic management centres, traffic signal control systems, autonomous vehicles, and similar setups, a Special Application Licence is required for any application of SIDRA SOLUTIONS software functions and their output directly, or through the use of its API (Clause 35).

82. The Special Application Licence may require an additional agreement.

Software Maintenance — General

83. SIDRA SOLUTIONS will not maintain versions of the Software other than the Current Version, and may, at its discretion, provide support to a Licensee subject to payment of a support fee as reasonably determined by SIDRA SOLUTIONS for support of the Previous Version as defined in Clauses 11 and 12.

84. The Licensee acknowledges and agrees that SIDRA SOLUTIONS will not provide any support or maintenance services that are not expressly provided under this Agreement.

85. From time to time, SIDRA SOLUTIONS may issue minor updates of the Current Version of the Software. It is the Licensee's responsibility to update the Software to the latest version. At the time the Software is installed, the Licensee may choose for the Software to connect to SIDRA SOLUTIONS or third-party servers via the Internet automatically in order to check for available Software updates. Alternatively, the Licensee may choose to disable automatic updates and install the Software by downloading it.

86. The Licensee agrees that the terms and conditions of this Agreement will apply to all Software updates.

Software Subscription for Free Support and Upgrades

87. The following conditions apply to provision of support services for the Software described at http://www.sidrasolutions.com/terms and for free upgrades to major new versions of the Software provided upon payment of a subscription fee (COVER fee or a Subscription Licence fee).

A subscription fee applies per software licence product for the Current Version of the Software.
Subscription fee provides a 12-month support period.
Full technical and licensing support services will be provided for the Current Version of the Software under valid subscription only.
SIDRA SOLUTIONS, at its discretion, may provide support for the Previous Version subject to a support fee.
A licensee with valid subscription is entitled to a free upgrade licence to the new major version of the Software upon its release

88. For Professional 1PC, SINGLE and FLOATING Licences, and Educational Time-Limited Special and 1PC Licences, a COVER fee provides subscription for support and free upgrade to major versions.

A COVER subscription fee is charged per software licence product purchased and is included in the licence purchase price of Current Version of the Software. This provides a 12-month COVER period starting from the purchase date of the licence product.
Upon renewal before the expiry date, the new COVER period is 12 months from the expiry date of the current COVER.
Upon renewal after the expiry date, the new COVER period is 12 months from the COVER renewal date. A higher fee applies to COVER renewal after expiry.

89. Subscription benefits include the following support types:

free support for licensing and sales enquiries;
a reasonable amount of technical support limited to assisting the End User operate the Software on the Licensee's computer system, provided the Licensee's computer system is compatible with the Software as specified on the SIDRA SOLUTIONS website and is operating in accordance with its specifications;
a reasonable amount of technical support related to the results produced by the Software, including investigation of software processing errors or unexpected results.

90. Technical support does not include assistance for the normal use of the Software such as coding of the input.

Intellectual Property

91. The Software is protected by copyright laws, international treaties, and other intellectual property laws and treaties.

92. All title, copyrights and intellectual property in and to the Software including but not limited to all program codes, concepts, intellectual ideas, methods, formulas, algorithms, data, text, images, photographs, audio, video, animations, graphics and applets incorporated into the Software and its associated materials, including but not limited to user guides, training material and other supplementary material, and any copies of the Software and its associated materials, remain the property of SIDRA SOLUTIONS.

93. Except for such express license granted herein, no right, title, interest, or license in or to the Software, whether by implication, estoppel or otherwise, is granted, assigned or transferred to Licensee.

94. The Licensee shall treat as confidential any information relating to the Software.

95. The Licensee will not redistribute, translate to another language, publish or copy, wholly or in part, the Software and its associated materials, without previous written consent from SIDRA SOLUTIONS.

96. The Licensee is not permitted to modify, alter, revise, amend, reverse engineer, create derivative works, decompile or disassemble the Software in any way.

97. The Licensee shall not remove the full or abbreviated names and associated brand images of Akcelik & Associates, A&A, SIDRA, aaSIDRA, SIDRA SOLUTIONS, SIDRA INTERSECTION, SIDRA NETWORK, SIDRA INTERSECTION PLUS, SIDRA INTERSECTION NETWORK, SIDRA ASSIGN, SIDRA MAPS, SIDRA TRIP, SIDRA UTILITY, SIDRA UTILITIES, INPUT COMPARISON, OUTPUT COMPARISON, VARIABLE RUN, VOLUMES, ANNUAL SUMS, SIDRA Saturation Flow Survey, SIDRA Back of Queue Survey, SIDRA Scenario Analysis, SIDRA Hours Per Year and similar from the Software or its output. Any reference to the Software in any published material shall include a reference to the items listed here as appropriate.

98. The Licensee shall not remove the Akcelik & Associates and SIDRA SOLUTIONS copyright statements from the Software output.

99. Where the Software uses or provides a link to other software of a proprietary nature, then it is the Licensee's responsibility to arrange from the owners of that software the appropriate licence for its use on their computer, and that the use of, or provision of a link to such proprietary software by SIDRA SOLUTIONS does not constitute release of that proprietary software.

100. All Software documentation and other related material including the user guides, training material and other supplementary material are RESTRICTED for use under the Software licence only. They may not be placed in any public library, may not be rented, and may not be loaned or distributed by any means. No part of Software documentation and other related material may be copied, reproduced, used to prepare derivative works by modifying, disassembling, decomposing, rearranging or any other means, stored in a retrieval system or transmitted in any form or by any means including electronic, electrostatic, magnetic tape, mechanical, photocopying, recording or otherwise, without the prior and written permission of SIDRA SOLUTIONS.

101. The information provided in Software documentation and other related material are CONFIDENTIAL and must not be used for any commercial purposes or in any way that infringes on the intellectual property or other rights of SIDRA SOLUTIONS.

102. Where applicable, an electronic copy of the Software User Guide may be installed or supplied with the Software. The Software User Guide is only for use by those who have a valid software licence.

103. Material and data created from the use of the software by the Licensee vests in the Licensee subject to the conditions of this Agreement in general and the Intellectual Property conditions and restrictions stated in the Clauses 91-99 (INTELLECTUAL PROPERTY) of this agreement in particular.

104. The Software user interface, User Guide, Help and Support are provided in the English language only.

Reselling

105. Reselling the Software is strictly prohibited unless a RESELLER AGREEMENT is signed with SIDRA SOLUTIONS.

Warranty, Indemnification and Limited Liability

106. To the fullest extent permitted by law unless expressly provided in this Agreement, all warranties relating to the Software and associated materials, either express or implied, are limited to 60 days from the date of dispatch to the Licensee.

107. It is the Licensee's responsibility to arrange for the correct execution of the Software on the Licensee's computer, and the release of the Software by SIDRA SOLUTIONS does not imply that it is suitable for execution on the Licensee's computer.

108. SIDRA SOLUTIONS warrants any media on which the Software is furnished to be free from material defects under normal use for a period of sixty (60) days from the date of dispatch to the Licensee. The entire liability of SIDRA SOLUTIONS and the Licensee's exclusive remedy shall be the replacement of any media not meeting the preceding limited warranty provided that the Licensee gives notice of the defect to SIDRA SOLUTIONS and returns the defective media to SIDRA SOLUTIONS within the 60-day warranty period.

109. Except as provided above, the Software and documentation are provided "as is" without warranty of any kind, either expressed or implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose. SIDRA SOLUTIONS does not warrant that the functions contained in the Software will meet the Licensee's requirements or that the operation of the Software will be uninterrupted or error free. The entire risk as to the quality and performance of the Software is with the Licensee.

110. The Software is supplied for the purpose of capacity, level of service, operating performance and travel quality analysis of road traffic. The Software is not intended to be used in the area of traffic safety design or evaluation.

111. SIDRA SOLUTIONS shall not be liable to the Licensee in respect of any loss or damage (including any lost profits, business interruption, loss of data, loss of media on which the Software is furnished, lost savings, computer system failure, viruses, malfunction or indirect, incidental, special or consequential loss or damages arising out of the use or inability to use the Software) that incurred or which may arise directly or indirectly from the failure or omission on the part of SIDRA SOLUTIONS to comply with its obligations under this Agreement.

112. The Licensee understands and agrees that any software, materials, or data downloaded or otherwise obtained through the use of the Software, as well as information provided for Software maintenance, is at Licensee's own discretion and risk and the Licensee will be solely responsible for any damage to its computer, system or network, including any loss or corruption of data.

113. SIDRA SOLUTIONS shall not be responsible in any way for errors arising from: the use of the Software itself, improper use of documented features, use of undocumented features, or misapplication, or any other reason by the Licensee. The Licensee indemnifies SIDRA SOLUTIONS and its officers against any claims, proceedings or liabilities caused by any such errors.

114. Where errors are found in the Current Version of the Software or its associated documentation, SIDRA may, at its discretion, correct such errors and make the corrected software and documentation available to the Licensee.

115. To the extent permitted by law, SIDRA SOLUTIONS's total liability under this Agreement, including for the Software or maintenance services, or breach of any warranty implied by law, however arising, including under contract, tort, negligence, in equity, under statute or otherwise, is limited to replacing the Software, or, at SIDRA SOLUTIONS's option, refunding to the Licensee the amount they have paid SIDRA for the Software to which Licensee's claim relates. SIDRA SOLUTIONS's total liability to the Licensee for all damages in connection with the Software and any services will not exceed the price paid by the Licensee under this Agreement for the Software. For the avoidance of doubt, the application of a pro-rata credit towards an upgrade to a higher-tier Subscription Licence under this Agreement does not constitute a refund for the purposes of this clause.

116. The Licensee will be responsible for the Software and will ensure at all times during the term of this Agreement that the Software is protected from damage, misuse and/or unauthorised use by any person.

Privacy and Data Processing

117. SIDRA SOLUTIONS collects and uses Licensee's personal information for various systems in accordance with the SIDRA SOLUTIONS privacy policy. The complete statement of the SIDRA privacy policy can be found on the SIDRA SOLUTIONS website (http://www.sidrasolutions.com/privacy).

118. Where SIDRA SOLUTIONS acts as Data Controller and wishes to subcontract certain services, which require the processing of personal data, to a Data Processor, SIDRA SOLUTIONS shall require the Data Processor to:

Comply with all applicable Data Protection Laws in the Processing of the SIDRA SOLUTIONS data; and
Not process SIDRA SOLUTIONS data other than in accordance with SIDRA SOLUTIONS' written instructions;
Take reasonable steps to ensure the reliability of any employee, agent or contractor of any Contracted Processor who may have access to the SIDRA SOLUTIONS data, ensuring in each case that access is strictly limited to those individuals who need to know and/or access the relevant SIDRA SOLUTIONS data, as strictly necessary for the purposes of this Agreement, and to comply with Applicable Laws in the context of that individual's duties to the Contracted Processor, ensuring that all such individuals are subject to confidentiality undertakings or professional or statutory obligations of confidentiality; and
Not appoint any Subprocessor unless required or authorised by SIDRA SOLUTIONS in writing.

Termination

119. The conditions of this Agreement will continue in perpetuity as applicable to the Software version in use unless replaced by a new Agreement or terminated according to other clauses of this Agreement. For Subscription Licences, the right to access and use the Software terminates at the end of the Subscription Period unless renewed. All other terms of this Agreement survive the expiry of a Subscription Period to the extent applicable. Where a Subscription Licence is upgraded to a higher-tier Subscription Licence, the original Subscription Period ceases and a new Subscription Period commences from the date of payment of the upgrade fee.

120. SIDRA SOLUTIONS may terminate this Agreement in its sole discretion without incurring any liability to the Licensee, if:

the Licensee commits a non-remediable breach of this Agreement; or
the Licensee commits a remediable breach of this Agreement and does not remedy the breach within fourteen (14) days after receiving notice of the breach.

121. Upon the termination of this Agreement for any reason, the Licensee shall, if requested, supply a statement in writing certifying that all copies of the software have been deleted.

122. Termination of this Agreement will not release either party from any rights or liabilities accrued prior to termination, or which would have accrued as a result of an act or omission prior to termination but for the termination of this Agreement.

Governing Law

123. This Agreement is governed by the laws in force in the State of Victoria, Australia, SIDRA SOLUTIONS and the Licensee hereto agree irrevocably to submit to the jurisdiction of the courts of the State of Victoria, Australia, except in the case of any claim related to data processing under the GDPR, in which case the jurisdiction of the EEA applies.

General

124. If the Licensee's has outstanding debt owing to SIDRA SOLUTIONS which exceeds their payment terms and is therefore passed on for collection and or legal action, the Licensee acknowledges and agrees that it is liable for and will pay all costs including debt collection, commission, solicitors' fees, and any out of pocket expense.

125. SIDRA SOLUTIONS may assign or transfer its rights and obligations under this Agreement in whole or in part without the consent of the Licensee. The Licensee must not assign or deal with the whole or any part of its rights and/or obligations under this Agreement without the prior written consent of SIDRA SOLUTIONS (such consent not to be unreasonably withheld). Any purported dealing in breach of this clause is of no effect.

Severability

126. If a provision or part of a provision of this Agreement is held invalid, unenforceable or illegal for any reason, then such provision or part, as the case may be, shall be deemed to be severed from the Agreement and the Agreement shall otherwise remain in full force.

Third Party Licences

127. The Licensee agrees to the conditions of all Third Party licences of software elements used in its Software as outlined below.

Third Party Licences for the .NET Platform

128. The following open source third party licences apply to the software packages used to provide additional functionality to the .NET platform

Permission is hereby granted, free of charge, to any person obtaining a copy of this software and associated documentation files (the "Software"), to deal in the Software without restriction, including without limitation the rights to use, copy, modify, merge, publish, distribute, sublicense, and/or sell copies of the Software, and to permit persons to whom the Software is furnished to do so, subject to the following conditions:

The above copyright notice and this permission notice shall be included in all copies or substantial portions of the Software.

THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.

Third Party Licences for SIDRA MAPS Tool

129. Map data extracted from the OpenStreetMap (OSM) website are subject to OSM copyright conditions: https://www.openstreetmap.org/copyright.

130. The following open source third party licences apply to the software packages employed to read and display map data from OpenStreetMap (OSM) in the SIDRA MAPS tool of the SIDRA INTERSECTION software package.

The above copyright notice and this permission notice shall be included in all copies or substantial portions of the Software.

Licensed under the Apache License, Version 2.0 (the "License"); you may not use this file except in compliance with the License.

You may obtain a copy of the License at http://www.apache.org/licenses/LICENSE-2.0

Unless required by applicable law or agreed to in writing, software distributed under the License is distributed on an "AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied.

See the License for the specific language governing permissions and limitations under the License.

c) Itinero
Copyright (C) Itinero contributors

Licensed under the Apache License, Version 2.0 (the "License"); you may not use this file except in compliance with the License.

You may obtain a copy of the License at http://www.apache.org/licenses/LICENSE-2.0

See the License for the specific language governing permissions and limitations under the License.

d) DotSpatial
The MIT License (MIT)
Copyright (c) 2016 DotSpatial contributors

The above copyright notice and this permission notice shall be included in all copies or substantial portions of the Software.

Third Party Licences for User Interface

131. The following open source third party licences apply to the software packages used in SIDRA SOLUTIONS Software packages.

a) WPFToolkit
Extended WPFToolkit
Microsoft Public License (Ms-PL)

This license governs use of the accompanying software. If you use the software, you accept this license. If you do not accept the license, do not use the software.

1. Definitions

The terms "reproduce," "reproduction," "derivative works," and "distribution" have the same meaning here as under U.S. copyright law. A "contribution" is the original software, or any additions or changes to the software. A "contributor" is any person that distributes its contribution under this license. "Licensed patents" are a contributor's patent claims that read directly on its contribution.

2. Grant of Rights

(A) Copyright Grant- Subject to the terms of this license, including the license conditions and limitations in section 3, each contributor grants you a non-exclusive, worldwide, royalty-free copyright license to reproduce its contribution, prepare derivative works of its contribution, and distribute its contribution or any derivative works that you create.

(B) Patent Grant- Subject to the terms of this license, including the license conditions and limitations in section 3, each contributor grants you a non-exclusive, worldwide, royalty-free license under its licensed patents to make, have made, use, sell, offer for sale, import, and/or otherwise dispose of its contribution in the software or derivative works of the contribution in the software.

3. Conditions and Limitations

(A) No Trademark License- This license does not grant you rights to use any contributors' name, logo, or trademarks.

(B) If you bring a patent claim against any contributor over patents that you claim are infringed by the software, your patent license from such contributor to the software ends automatically.

(C) If you distribute any portion of the software, you must retain all copyright, patent, trademark, and attribution notices that are present in the software.

(D) If you distribute any portion of the software in source code form, you may do so only under this license by including a complete copy of this license with your distribution. If you distribute any portion of the software in compiled or object code form, you may only do so under a license that complies with this license.

(E) The software is licensed "as-is." You bear the risk of using it. The contributors give no express warranties, guarantees, or conditions. You may have additional consumer rights under your local laws which this license cannot change. To the extent permitted under your local laws, the contributors exclude the implied warranties of merchantability, fitness for a particular purpose and non-infringement.

Licensed under the Apache License, Version 2.0 (the "License"); you may not use this file except in compliance with the License.

You may obtain a copy of the License at http://www.apache.org/licenses/LICENSE-2.0

See the License for the specific language governing permissions and limitations under the License.

The above copyright notice and this permission notice shall be included in all copies or substantial portions of the Software.

d) PdfSharp
MIT Licence
Copyright (c) 2001-2009 empira Software GmbH
Copyright (c) 2005-2018 empira Software GmbH, Troisdorf (Germany)
Copyright (c) 2017-2019 枚岡合金工具株式会社

The above copyright notice and this permission notice shall be included in all copies or substantial portions of the Software.

Redistribution and use in source and binary forms, with or without modification, are permitted provided that the following conditions are met:

Redistributions of source code must retain the above copyright notice, this list of conditions and the following disclaimer.
Redistributions in binary form must reproduce the above copyright notice, this list of conditions and the following disclaimer in the documentation and/or other materials provided with the distribution.
Neither the name of gong-wpf-dragdrop nor the names of its contributors may be used to endorse or promote products derived from this software without specific prior written permission.

THIS SOFTWARE IS PROVIDED BY THE COPYRIGHT HOLDERS AND CONTRIBUTORS "AS IS" AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE COPYRIGHT HOLDER OR CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

Redistribution and use in source and binary forms, with or without modification, are permitted provided that the following conditions are met:

Redistributions of source code must retain the above copyright notice, this list of conditions and the following disclaimer.
Redistributions in binary form must reproduce the above copyright notice, this list of conditions and the following disclaimer in the documentation and/or other materials provided with the distribution.
Neither the name of the copyright holder nor the names of its contributors may be used to endorse or promote products derived from this software without specific prior written permission.

Third Party Licences for FLOATING Licence

132. The following open source third party licence applies to the software packages used for FLOATING Licences in SIDRA INTERSECTION software package.

The above copyright notice and this permission notice shall be included in all copies or substantial portions of the Software.

b. Azure Active Directory Identity Model Extensions for .NET
The MIT License (MIT)
Copyright (c) Microsoft Corporation

The above copyright notice and this permission notice shall be included in all copies or substantial portions of the Software.

Third Party Licences for Logging and Validation

133. The following open source third party licence applies to software packages used in SIDRA SOLUTIONS software packages.

a. FluentValidation
Copyright (c) FluentValidation Contributors

Licensed under the Apache License, Version 2.0 (the "License"); you may not use this file except in compliance with the License.

You may obtain a copy of the License at: http://www.apache.org/licenses/LICENSE-2.0

See the License for the specific language governing permissions and limitations under the License.

b. Serilog
Copyright (c) Serilog Contributors

Licensed under the Apache License, Version 2.0 (the "License"); you may not use this file except in compliance with the License.

You may obtain a copy of the License at: http://www.apache.org/licenses/LICENSE-2.0

See the License for the specific language governing permissions and limitations under the License.

Third Party Licences for General Purposes

134. The following open source third party licence applies to software packages used in SIDRA SOLUTIONS software packages.

The above copyright notice and this permission notice shall be included in all copies or substantial portions of the Software.

b. Newtonsoft.Json
The MIT License (MIT)
Copyright (c) 2007 James Newton-King

The above copyright notice and this permission notice shall be included in all copies or substantial portions of the Software.

End of Licence Agreement

Definitions

Licence Agreement

Software Version Status

SIDRA INTERSECTION Software Model Level

Use of Licence — General

API Terms of Use

Licence Products

Country for Which the Licence Is Issued

Educational Licence

Software Licence Types

1PC and SINGLE Licences

FLOATING Licence

Subscription Licence

Types of Subscription Licence

Version Access

Technical Support

Subscription Entitlements

Expiry and Lapse

Subscription Upgrades

Special Licences

Software Maintenance — General

Software Subscription for Free Support and Upgrades

Intellectual Property

Software Documentation and Other Related Material

Reselling

Warranty, Indemnification and Limited Liability

Privacy and Data Processing

Termination

Governing Law

General

Severability

Third Party Licences

Third Party Licences for the .NET Platform

Third Party Licences for SIDRA MAPS Tool

Third Party Licences for User Interface

Third Party Licences for FLOATING Licence

Third Party Licences for Logging and Validation

Third Party Licences for General Purposes