ACADEMIC LICENCE TERMS FOR THE PHAST/SAFETI SOFTWARE PACKAGE
No changes, amendments or modifications to the Terms and Conditions of this Agreement are valid between the parties, unless expressly accepted in writing.
1
1.1 In consideration of the Licence Fee on the attached quotation/order form, and your undertaking below, Det Norske Veritas (“DNV GL”) will (if it accepts your order) supply to you by way of a non-exclusive Licence, the right to use the number of copies of the Package specified on the attached quotation/order form, each comprising the PHAST/SAFETI computer programs and media in machine readable form, a protective device (see paragraph 4.4 below) and accompanying documentation (collectively “the Package).
1.2 Use by you of the Package means the copying of all or any part of the Package for the purpose of processing your own data or instructions, or the use of all or any part of the Package in the course of operating any computer equipment or programs, or for the storage of your data on media for back-up purposes. Your rights to use the Package may be extended at the absolute discretion of DNV GL in accordance with paragraph 1.3.
1.3 Any use other than as defined in clause 1.2 and for which you receive payment by a third party (“Consultancy Use”) is subject to payment by you to DNV GL of a royalty as defined in clause 1.6 below.
1.4 Each Package may be used by you or by the member of your corporate group nominated by you on a computer owned or leased by you or your said nominee.
1.5 The Licence Fee excludes delivery charges, Value Added Tax (if applicable) and any other taxes or import charges at Licensee’s destination. You will pay the Licence Fees together with charges and taxes, and all other relevant invoices, within 30 days after the invoice date. DNV GL shall be entitled to charge interest at the rate of 2% per month on all overdue accounts.
1.6 The royalty payable in respect of Consultancy Use is an annual fee which shall be stipulated by DNV GL to you in advance and payable annually in advance. It is payable from the date of this Licence until you cease such use and cancel the said royalty payment upon at lease 60 days notice to expire on an anniversary of this Licence. Once cancelled, you may not recommence Consultancy Use.
1.7 You may not resell the Package to any third party; you may not assign or sub-licensee your rights hereunder or any part of them to any third party (without the prior written consent of DNV GL such consent to be withheld at DNV GL’s absolute discretion).
2
2.1 In cases where Maintenance is not purchased, DNV GL may supply, for additional fees and at DNV GL’s current rates, additional training or other services and new releases of all or any part of the Package. Such new releases will be deemed part of the Package and these terms will apply to them.
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3.1 In cases where the Maintenance Fee specified on the attached quotation/order form is paid and for such period as it is paid, DNV GL will supply you with new releases (“Upgrades”) of the Package and DNV GL support as described in paragraph 3.2. Any Upgrades of all or any part of the Package will be deemed part of the Package and these terms will apply to them.
3.2 DNV GL’s Maintenance includes free Upgrades and a response to online support queries from software support (between the hours of 9.00am and 5.30pm, Monday to Friday) with such technical assistance as DNV GL may deem reasonable to enable you effectively to use the Package.
3.3 The Maintenance scheme may be taken out in relation to the Package only at the date of the Licence relating to the Package. You may cancel any Maintenance scheme at any anniversary of the relevant Licence by 60 days prior written notice but you may not restart that Maintenance scheme at a later date. DNV GL reserves the right to cease providing the Maintenance scheme in respect of the Package from the fifth anniversary of the date of the Licence relating to that Package.
3.4 DNV GL may offer and supply at your request and for additional fees at DNV GL’s current rates, additional training or other services associated with the Package.
4
4.1 All copyright, trademark and any other intellectual property rights in the Package are and will remain the property of DNV GL. You may make such copies of the PHAST/SAFETI computer programs and accompanying documentation, as are reasonably necessary for your operational security and back up, but you will ensure that these copies replicate all relevant copyright, trade mark or other proprietary notices.
4.2 You agree to acknowledge the use of DNV GL’s PHAST/SAFETI computer programs in any report or other documentation prepared using the PHAST/SAFETI computer programs.
4.3 Except to the extent that this cannot be excluded by operation of law, you will not decompile or attempt to decompile any part of the PHAST/SAFETI computer programs into a human readable form.
4.4 Subject to you complying with these terms, a protective device will be supplied to you annually in respect of each Package purchased by you before the anniversary of the applicable Licence. That device must be inserted into the computer upon which the Package is used. Upon receipt of a device you should return to DNV GL at your earliest convenience any previously supplied devices as these will shortly thereafter cease to function.
4.5 You will not attempt to copy the protective device, and you acknowledge that any such attempted copying may corrupt or damage the PHAST/SAFETI computer programs (and may lead to criminal prosecutions).
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5.1 Subject to your complying with these terms, DNV GL warrants that for 90 days after delivery, the media on which the PHAST/SAFETI computer programs are recorded will be free from defects in materials, design and workmanship but DNV GL does not warrant that the Package will meet your particular requirements (even where these have been notified to DNV GL) or that the PHAST/SAFETI computer programs will operate uninterrupted or error-free.
5.2 Other than set out in this Licence and, in particular paragraph 5.1 above, all conditions, warranties, terms, representations and undertakings express or implied relating to fitness for purpose, satisfactory quality, correspondence with samples and defects in materials, design and workmanship are excluded.
5.3 While DNV GL does not seek to limit its liability for death or injury resulting directly from its negligence or that of its employees, consultants, or agents, DNV GL’s liability to you for any other type of loss or damage, including, without limitation any consequential loss or loss of profits, and howsoever arising shall be limited to damages equal to (the Licence Fee paid by you), and if a number of events give rise to substantially the same loss, they shall be regarded as giving rise to one claim only. DNV GL shall have no liability for any such loss or damage unless you have given written notice to DNV GL including details of the claim sufficient to enable DNV GL to assess its nature and extent within (2) years after the date it became (or ought reasonably to have become) aware of the circumstances giving rise to the claim.
5.4 You will indemnify DNV GL against damages and any associated legal costs that may be awarded or agreed to be paid to any third party in respect of any claim or action caused by or arising from your use of the Package, other than in circumstances for which DNV GL is liable as set out in the preceding paragraphs.
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6.1 DNV GL may terminate this Licence if you fail to pay the Licence Fee or any other sum due hereunder within 21 days after written reminder that the amount is overdue, or if you commit any material breach of these terms which is either incapable of being remedied or (if remediable) has not been remedied within 21 days of written notice from DNV GL or if you go into liquidation, make a voluntary arrangement with your creditors, or become subject to an administration order.
6.2 On termination you shall cease any further use of the Package(s) and at your expense shall return the protective device(s) and all copies of the accompanying documentation to DNV GL, and if requested you will prove that you have destroyed all copies of the PHAST/SAFETI computer programs.
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7.1 DNV GL may name you as one of its customers in any promotional materials.
7.2 If any of these terms are held to be invalid of unenforceable by any court or body of competent jurisdiction, the remaining provisions shall stay in full force and effect.
7.3 These terms and the information set out on the attached quotation/order form constitute the entire agreement between you and DNV GL in respect to the Package and no addition or modification to these terms will be binding unless in writing and signed by your and DNV GL’s duly authorised representatives. You acknowledge that you have not relied on any oral representations made by or on behalf of DNV GL.
7.4 This Licence shall be governed, construed and enforced in accordance with the laws of the Republic of Singapore and both parties submit to the non-exclusive jurisdiction of the Republic of Singapore courts.
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8.1 By licensing this software as an academic user you agree to the following additional conditions of use. If you do not agree you may return the package unused.
8.2 You agree that the software will be used for academic purposes only. Any usage for commercial gain, monetary or otherwise is strictly prohibited.
8.3 DNV GL reserves the right to terminate this Licence by issue of notice in writing to you, in which case you will be required to return the package to DNV GL.
Signed for and on behalf of the Licensee: .............................................................................................................................. Date ............................................
Name of Signatory clearly printed ................................................................................ Title .........................................
ACADEMIC LICENCE TERMS FOR THE PHAST/SAFETI SOFTWARE PACKAGE
No changes, amendments or modifications to the Terms and Conditions of this Agreement are valid between the parties, unless expressly accepted in writing.
1
1.1 In consideration of the Licence Fee on the attached quotation/order form, and your undertaking below, Det Norske Veritas (“DNV GL”) will (if it accepts your order) supply to you by way of a non-exclusive Licence, the right to use the number of copies of the Package specified on the attached quotation/order form, each comprising the PHAST/SAFETI computer programs and media in machine readable form, a protective device (see paragraph 4.4 below) and accompanying documentation (collectively “the Package).
1.2 Use by you of the Package means the copying of all or any part of the Package for the purpose of processing your own data or instructions, or the use of all or any part of the Package in the course of operating any computer equipment or programs, or for the storage of your data on media for back-up purposes. Your rights to use the Package may be extended at the absolute discretion of DNV GL in accordance with paragraph 1.3.
1.3 Any use other than as defined in clause 1.2 and for which you receive payment by a third party (“Consultancy Use”) is subject to payment by you to DNV GL of a royalty as defined in clause 1.6 below.
1.4 Each Package may be used by you or by the member of your corporate group nominated by you on a computer owned or leased by you or your said nominee.
1.5 The Licence Fee excludes delivery charges, Value Added Tax (if applicable) and any other taxes or import charges at Licensee’s destination. You will pay the Licence Fees together with charges and taxes, and all other relevant invoices, within 30 days after the invoice date. DNV GL shall be entitled to charge interest at the rate of 2% per month on all overdue accounts.
1.6 The royalty payable in respect of Consultancy Use is an annual fee which shall be stipulated by DNV GL to you in advance and payable annually in advance. It is payable from the date of this Licence until you cease such use and cancel the said royalty payment upon at lease 60 days notice to expire on an anniversary of this Licence. Once cancelled, you may not recommence Consultancy Use.
1.7 You may not resell the Package to any third party; you may not assign or sub-licensee your rights hereunder or any part of them to any third party (without the prior written consent of DNV GL such consent to be withheld at DNV GL’s absolute discretion).
2
2.1 In cases where Maintenance is not purchased, DNV GL may supply, for additional fees and at DNV GL’s current rates, additional training or other services and new releases of all or any part of the Package. Such new releases will be deemed part of the Package and these terms will apply to them.
3
3.1 In cases where the Maintenance Fee specified on the attached quotation/order form is paid and for such period as it is paid, DNV GL will supply you with new releases (“Upgrades”) of the Package and DNV GL support as described in paragraph 3.2. Any Upgrades of all or any part of the Package will be deemed part of the Package and these terms will apply to them.
3.2 DNV GL’s Maintenance includes free Upgrades and a response to online support queries from software support (between the hours of 9.00am and 5.30pm, Monday to Friday) with such technical assistance as DNV GL may deem reasonable to enable you effectively to use the Package.
3.3 The Maintenance scheme may be taken out in relation to the Package only at the date of the Licence relating to the Package. You may cancel any Maintenance scheme at any anniversary of the relevant Licence by 60 days prior written notice but you may not restart that Maintenance scheme at a later date. DNV GL reserves the right to cease providing the Maintenance scheme in respect of the Package from the fifth anniversary of the date of the Licence relating to that Package.
3.4 DNV GL may offer and supply at your request and for additional fees at DNV GL’s current rates, additional training or other services associated with the Package.
4
4.1 All copyright, trademark and any other intellectual property rights in the Package are and will remain the property of DNV GL. You may make such copies of the PHAST/SAFETI computer programs and accompanying documentation, as are reasonably necessary for your operational security and back up, but you will ensure that these copies replicate all relevant copyright, trade mark or other proprietary notices.
4.2 You agree to acknowledge the use of DNV GL’s PHAST/SAFETI computer programs in any report or other documentation prepared using the PHAST/SAFETI computer programs.
4.3 Except to the extent that this cannot be excluded by operation of law, you will not decompile or attempt to decompile any part of the PHAST/SAFETI computer programs into a human readable form.
4.4 Subject to you complying with these terms, a protective device will be supplied to you annually in respect of each Package purchased by you before the anniversary of the applicable Licence. That device must be inserted into the computer upon which the Package is used. Upon receipt of a device you should return to DNV GL at your earliest convenience any previously supplied devices as these will shortly thereafter cease to function.
4.5 You will not attempt to copy the protective device, and you acknowledge that any such attempted copying may corrupt or damage the PHAST/SAFETI computer programs (and may lead to criminal prosecutions).
5
5.1 Subject to your complying with these terms, DNV GL warrants that for 90 days after delivery, the media on which the PHAST/SAFETI computer programs are recorded will be free from defects in materials, design and workmanship but DNV GL does not warrant that the Package will meet your particular requirements (even where these have been notified to DNV GL) or that the PHAST/SAFETI computer programs will operate uninterrupted or error-free.
5.2 Other than set out in this Licence and, in particular paragraph 5.1 above, all conditions, warranties, terms, representations and undertakings express or implied relating to fitness for purpose, satisfactory quality, correspondence with samples and defects in materials, design and workmanship are excluded.
5.3 While DNV GL does not seek to limit its liability for death or injury resulting directly from its negligence or that of its employees, consultants, or agents, DNV GL’s liability to you for any other type of loss or damage, including, without limitation any consequential loss or loss of profits, and howsoever arising shall be limited to damages equal to (the Licence Fee paid by you), and if a number of events give rise to substantially the same loss, they shall be regarded as giving rise to one claim only. DNV GL shall have no liability for any such loss or damage unless you have given written notice to DNV GL including details of the claim sufficient to enable DNV GL to assess its nature and extent within (2) years after the date it became (or ought reasonably to have become) aware of the circumstances giving rise to the claim.
5.4 You will indemnify DNV GL against damages and any associated legal costs that may be awarded or agreed to be paid to any third party in respect of any claim or action caused by or arising from your use of the Package, other than in circumstances for which DNV GL is liable as set out in the preceding paragraphs.
6
6.1 DNV GL may terminate this Licence if you fail to pay the Licence Fee or any other sum due hereunder within 21 days after written reminder that the amount is overdue, or if you commit any material breach of these terms which is either incapable of being remedied or (if remediable) has not been remedied within 21 days of written notice from DNV GL or if you go into liquidation, make a voluntary arrangement with your creditors, or become subject to an administration order.
6.2 On termination you shall cease any further use of the Package(s) and at your expense shall return the protective device(s) and all copies of the accompanying documentation to DNV GL, and if requested you will prove that you have destroyed all copies of the PHAST/SAFETI computer programs.
7
7.1 DNV GL may name you as one of its customers in any promotional materials.
7.2 If any of these terms are held to be invalid of unenforceable by any court or body of competent jurisdiction, the remaining provisions shall stay in full force and effect.
7.3 These terms and the information set out on the attached quotation/order form constitute the entire agreement between you and DNV GL in respect to the Package and no addition or modification to these terms will be binding unless in writing and signed by your and DNV GL’s duly authorised representatives. You acknowledge that you have not relied on any oral representations made by or on behalf of DNV GL.
7.4 This Licence shall be governed, construed and enforced in accordance with the laws of the Republic of Singapore and both parties submit to the non-exclusive jurisdiction of the Republic of Singapore courts.
8
8.1 By licensing this software as an academic user you agree to the following additional conditions of use. If you do not agree you may return the package unused.
8.2 You agree that the software will be used for academic purposes only. Any usage for commercial gain, monetary or otherwise is strictly prohibited.
8.3 DNV GL reserves the right to terminate this Licence by issue of notice in writing to you, in which case you will be required to return the package to DNV GL.
Signed for and on behalf of the Licensee: .............................................................................................................................. Date ............................................
Name of Signatory clearly printed ................................................................................ Title .........................................
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