This license agreement is between DrillScan (LICENSOR) and the YOU (LICENSEE). Upon acceptance of this license agreement (the AGREEMENT), you agree to become a party to this agreement as the "LICENSEE". If you do not agree to all of the terms of this agreement, you may not install the licensed SOFTWARE nor use the licensed SOFTWARE, and you do not become a LICENSEE under this agreement. Acceptance of the terms of this agreement by LICENSEE does not obligate LICENSOR to provide the LICENSEE with the SOFTWARE. The LICENSOR reserves all rights to refuse acceptance of the application or grant any license or provide any SOFTWARE without citing any reason whatsoever.
If you are not a student, researcher or teacher/professor at a degree-granting institution you must obtain a commercial license from DrillScan.
SOFTWARE includes the latest version of the DrillScan's SOFTWARE, in object code format, together with electronic user guides and manuals provided to LICENSEE by DrillScan.
2.1 LICENSEE will have the SOFTWARE delivered via electronic download only and will not entitle LICENSEE to receive from DrillScan copies of the Licensed SOFTWARE on disks, tapes or CDs, hard-copy documentation, technical support, telephone assistance, or enhancements or updates to the Licensed SOFTWARE.
2.2 SOFTWARE protection: All of our SOFTWARE are activated by a license key. This license key is delivered through a license file. For the purpose of academic studies or research, the license will be valid for 6 months (180 days) from the day the license is generated by the LICENSOR.
3. SOFTWARE License
3.1 DrillScan grants to LICENSEE a nonexclusive, non-transferrable license to use the object version of the SOFTWARE solely for LICENSEE's own personal use during the term of this AGREEMENT to conduct research and prepare and produce or publish a thesis in the course of education as a full-time student or researcher.
3.2 Deployment modalities:
The SOFTWARE will be for only One user, One desktop / laptop. The license is protected via a license file.
3.4 LICENSEE may not:
A. Reverse engineer, decompile, disassemble or otherwise attempt to derive the source code, techniques, processes, algorithms, know-how or other information from the binary code portions of the SOFTWARE (collectively, "Reverse Engineering") or permit or induce the foregoing. If however, directly applicable law prohibits enforcement of the foregoing, LICENSEE may engage in Reverse Engineering solely for purposes of obtaining such information as is necessary to achieve interoperability of independently created software with the SOFTWARE, or as otherwise and to the limited extent permitted by directly applicable law, but only if: (a) Reverse Engineering is strictly necessary to obtain such information; and (b) LICENSEE has first requested such information from LICENSOR and LICENSOR failed to make such information available (for a fee or otherwise) under reasonable terms and conditions.
B. Distribute, publish, transfer, timeshare, sublicense or make the SOFTWARE or documentation available to other organizations or persons.
C. Transfer the SOFTWARE to another site without approval of DrillScan.
D. Publish any results of benchmark tests run on the SOFTWARE.
E. Run multiple operating system ("OS") environments on a single physical hardware system such as a license server if LICENSEE has Virtual machine ("VM") technology. Current VM technologies permit the LICENSEE to run multiple OS environments (and copies of the same SOFTWARE applications) on the same license server. If LICENSEE is going to install and use DrillScan’s SOFTWARE on a VM, LICENSEE agrees to the following:
- LICENSEE shall not duplicate the SOFTWARE or the license file in order to run it on more than one (1) OS environment under a single license. For sake of clarity, the LICENSEE is only entitled to run the number of licenses purchased.
- If LICENSEE installs SOFTWARE on a VM, LICENSEE's use of that SOFTWARE will remain subject to the same use restrictions (see 3.4 A/B/C/D) and the same export control requirements as set forth in the original license terms and conditions for that SOFTWARE.
F. Use the SOFTWARE for projects which are contracted to the LICENSEE by any third party for a fee, or projects that are done in collaboration with a third party that is funding the research in whole or in part in exchange for commercial rights on the results and/or possible delay in publication of any relevant results to the academic community.
3.5 If LICENSEE is located in a country requiring registration of SOFTWARE licenses with government authorities, LICENSEE is responsible for meeting all such requirements.
4. Proprietary rights, patents and copyrights, confidentiality
4.1 LICENSEE acknowledges that DrillScan is the sole and exclusive owner of the SOFTWARE and all patents, copyrights, trade secrets, trademarks, and other intellectual properties and proprietary rights therein. No title to or ownership of the SOFTWARE or the patents, copyrights, trade secrets, trademarks, or other intellectual properties and proprietary rights contained therein is transferred to LICENSEE by this AGREEMENT.
4.2 LICENSEE agrees that the SOFTWARE is confidential and proprietary information in which DrillScan claims trade secret rights and that the SOFTWARE is disclosed to LICENSEE on a confidential basis. LICENSEE shall keep the SOFTWARE confidential and prevent the SOFTWARE from being (a) used except as permitted by the license granted herein, or (b) disclosed to any person or entity other than LICENSEE’s employees or agents solely for the purposes of LICENSEE's permitted use of the SOFTWARE. LICENSEE's obligations of confidentiality under this AGREEMENT do not apply to any information or material provided to LICENSEE by DrillScan hereunder, which (i) is or becomes, through no fault of LICENSEE, part of the public knowledge; (ii) is made or becomes available to LICENSEE from a third party lawfully in possession of same and having no obligation of confidentiality to DrillScan with respect thereto; or (iii) is already in LICENSEE 's possession in written form prior to disclosure to LICENSEE by DrillScan hereunder without obligation of confidentiality. LICENSEE shall protect the SOFTWARE from misappropriation, and unauthorized reproduction. LICENSEE may not transfer the SOFTWARE to another party without first obtaining DrillScan's express written approval; and in the event of DrillScan granting permission to transfer, LICENSEE agrees to assure that the receiving party is bound to like obligations of confidentiality with respect to the SOFTWARE. It is expressly understood that the obligation of confidentiality will survive any termination or cancellation of this AGREEMENT.
5. Limitations of liability
Except for the exclusive remedy set forth herein, in no event will DrillScan be liable for any loss, damages, claims or costs whatsoever including any consequential, indirect or incidental damages, including, without limitation, loss of data, lost profits, lost savings while using the SOFTWARE.
LICENSEE accepts full responsibility for any investment made based on results from the SOFTWARE or any interpretations or analyses of LICENSEE data. Accordingly, DrillScan cannot and does not warrant the accuracy correctness or completeness of any such interpretation. As such, any interpretation resulting from the SOFTWARE for the purpose of any drilling operations or financial decision will be at the sole risk of LICENSEE.
7.1 This agreement will terminate at the same time as the license expires and shall under no circumstances exceed 6 months (180 days).
7.2 DrillScan may terminate this AGREEMENT if LICENSEE fails to comply with these terms and conditions. DrillScan will give LICENSEE ten (10) days’ notice prior to the proposed termination, during which time LICENSEE fails to cure the breach to DrillScan’s reasonable satisfaction. Upon termination, LICENSEE must return to DrillScan all SOFTWARE copies and documentation, including modified and merged portions thereof in any forms or provide to DrillScan written confirmation that LICENSEE has destroyed the SOFTWARE.
7.3 Termination does not relieve LICENSEE of its obligation.
7.5 Provisions herein which by their nature extend beyond the termination or expiration of this AGREEMENT will remain in effect until fulfilled.
8.1 This AGREEMENT constitutes the entire agreement between the Parties with respect to this subject and supersede and cancel all prior agreements or understandings (whether oral, written or electronic), as well as any different, conflicting or additional terms which may appear on any other document.
8.2 This AGREEMENT may only be amended by written agreement between the Parties. The Parties may waive provisions of this AGREEMENT in writing only. Any waiver of any provision of this AGREEMENT shall not be deemed a waiver of any subsequent rights in this AGREEMENT.
8.3 Notice. All notices, authorizations and requests by both Parties in connection with this AGREEMENT will be deemed given on the day they are transmitted by fax to the other Party at the number as stated on website form. If fax is not available, notice shall be sent via email to firstname.lastname@example.org and if to LICENSEE to the address stated on the website form.
8.4 Savings Clause. If any section of this AGREEMENT or the application thereof shall be invalid or unenforceable, in whole or in part, the remainder of this AGREEMENT or the application thereof shall not be affected thereby and shall be valid and enforceable to the fullest extent permitted by law.
8.5 Governing Law. This AGREEMENT shall be governed by and construed in accordance with the laws of France, exclusive of conflict of laws principles. The Parties expressly agree that the Uniform Computer Information Transactions Act and the United Nations Convention on Contracts for the International Sale of Goods do not apply to the AGREEMENT or to transactions processed under the AGREEMENT.
8.6 Injunctive Relief. The Parties acknowledge that breach of this AGREEMENT may result in irreparable harm and loss, and upon a breach of this AGREEMENT the non-breaching Party shall be entitled to immediate injunctive relief from a court of competent jurisdiction, which is in addition to, not in lieu of remedies at law.
8.7 Assignment. LICENSEE shall not sell, sublicense, assign, mortgage, encumber or otherwise transfer, including by operation of law, this AGREEMENT, in whole or in part, or any SOFTWARE Product or copies thereof, without the prior written consent of DrillScan. Any attempt by LICENSEE to sell, sublicense, assign or transfer any of its rights, duties or obligations under this AGREEMENT, or any SOFTWARE Product or copies thereof, in whole or in part, shall be void and LICENSEE's license shall automatically terminate. This AGREEMENT shall inure to the benefit of the successors and assigns of DrillScan.