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C-ROADS Software Licensing Agreement
This License Agreement (“Agreement”) governs Your use of certain climate change computer simulation software provided to You by the Climate Interactive, a project of New Venture Fund, Inc. a nonprofit corporation organized and existing under the laws of the District of Columbia, and having its principal office at 734 15th Street NW, Suite 600, Washington, DC 20005 (referred to as “Licensor”). “You” or “Your” refers to the person, entity, or organization to which Licensor has granted access to the Software. By indicating “I Accept” and making use of the Software, You are accepting the terms and conditions of this License Agreement and agree to be bound by them. If you do not fully accept the terms and conditions of this Agreement, you must permanently cease all use of the Software and delete any copies in your possession. Licensor and You may also be referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
You acknowledge that Licensor owns or has rights to the Software, defined below You wish to obtain a license to use the Software for the limited purpose of supporting Your climate change project. Therefore, subject to the terms and conditions of the instant Agreement agreed to by the Parties, Licensor agrees to license the Software to You.
a. “Software” means Licensor’s C-ROADS and other software made available to You by Licensor by download, DVD, CD, email attachment, or other method of distribution.
b. “Software Documentation” means documentation, if any, regarding the use and administration of the Software, including, but not limited to, training materials, charts, diagrams, and instruction manuals.
2. License Grant
a. Grant of License. Licensor grants to You a nonexclusive, nontransferable license to use the Software and Software Documentation for the limited purpose of processing climate change scenarios to produce data and reports that will be used by You solely in support of Your participation in a project addressing climate change; provided that You may not use, copy, distribute or make derivative works of the Software for any other purpose, including any commercial purpose (i.e., You may not use the Software in exchange for license or other fees or to produce reports, data or other output for which You are compensated).
b. Restrictions. You may not: rent, lease, distribute, or otherwise transfer the Software and/or Software Documentation; export the Software and/or Software Documentation in violation of United States export laws and regulations or other export laws and regulations that are applicable to You; or sub-license the Software and/or Software Documentation. You may not modify the Software, make derivative works of the Software or attempt to reverse engineer or de-compile the Software. You agree not to use the Software or Software Documentation to aid in the development of software or other products that could be used as a substitute for the Software. You may not use the access codes provided to You by Licensor to allow any other person to access or use the Software for any purpose.
The Software is licensed to You without charge.
4. No Warranties; No Support
The Software is provided to you “AS IS,” without warranty of any kind. LICENSOR MAKES NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS ARE EXPRESSLY DISCLAIMED. You further acknowledge and agree that Licensor has no obligation to provide You any support for the Software, nor any updates, upgrades, bug fixes, new versions, or the like.
5. Limitations of Liability
IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY LOSS OF DATA OR PROFITS OR SPECIAL, INCIDENTAL, INDIRECT, DIRECT, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE SOFTWARE. IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY DAMAGES OF ANY KIND.
6. Term and Termination
a. Term. This Agreement will remain in force until terminated by Licensor (i) for its convenience, upon six (6) months prior written notice by Licensor to You; or (ii) in accordance with Section 6.b.below.
b. Termination. This Agreement may be terminated immediately by Licensor if You fail to cure a breach of this Agreement within thirty (30) days of written notice of such breach; provided that You agree that a breach of the limitations on the license may not be curable and that Licensor may terminate this Agreement immediately, without providing an opportunity to cure, if Licensor determines that You have made or allowed unauthorized use of the Software or Software Documentation.
c. Effect of Termination. Upon termination of this Agreement, You shall immediately cease using all copies of the Software and Software Documentation and destroy or return any copies to Licensor. Any termination under this section shall not prejudice any other right of Licensor which may have accrued prior to termination.
7. Miscellaneous Provisions
a. Export Control. The Parties acknowledge that the Software and Software Documentation provided under this Agreement may be subject to U.S. export laws and regulations, and any use or transfer of such Software and Software Documentation must be authorized under those regulations. You agree not to use, distribute, transfer, or transmit the Software and Software Documentation in violation of U.S. export regulations. If reasonably requested by Licensor, You also agree to provide written assurances and other export-related documents as may be required for Licensor to comply with U.S. export regulations.
b. Force Majeure. Licensor shall not be responsible for delays or failures in performance resulting from acts beyond their control. Such acts shall include, but not be limited to, acts of God, strikes, lockouts, riots, acts of war, epidemics, governmental regulations superimposed after the fact, fire, communication line failures, power failures, earthquakes, or other disasters.
c. Entire Agreement. This Agreement and all Exhibits attached hereto constitute the entire Agreement between the Parties and supersede all other prior Agreements, representations, or discussions, whether oral or written.
d. Headings. All headings appearing in this Agreement are for convenience only and shall not be construed as interpretations of the text of the Agreement.
e. Severability. If any provision of this Agreement is held to be invalid, such invalidity shall not affect the other provisions of this Agreement.
f. No Waiver. No delay or failure of either Party in exercising, in whole or part, a right under this Agreement shall constitute a waiver of such right. All waivers must be in writing and signed by the Party waiving the right. Any waiver by either Party shall be a specific, limited waiver and shall not constitute a continuing waiver.
g. Governing Law; Venue. This Agreement shall be governed and construed under the laws the United States of America and the District of Columbia. Any proceedings under or related to this Agreement shall be brought solely and exclusively in the federal courts located in the District of Columbia, and the Parties expressly consent to the exclusive jurisdiction thereof.
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