TERA ANALYSIS LTD.
SOFTWARE LICENSE AGREEMENT
Revised December 15, 2015
Document index: TALA151215


PLEASE READ THIS DOCUMENT CAREFULLY BEFORE USING THE SOFTWARE PROVIDED IN THIS PACKAGE. BY ACCEPTING THIS AGREEMENT, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, YOU ARE NOT TO USE OR INSTALL THE SOFTWARE AND MUST EITHER RETURN THE SOFTWARE, DOCUMENTATION AND PACKAGING TO THE PLACE WHERE YOU OBTAINED IT AND YOUR MONEY WILL BE REFUNDED OR, IN THE CASE OF DOWNLOADED SOFTWARE, DELETE THE SOFTWARE FROM YOUR COMPUTER AND/OR ANY OTHER DATA STORAGE DEVICE.


Definitions:

'Tera Analysis' means Tera Analysis Ltd.
'Agreement' means this Tera Analysis Ltd License Agreement.
'The Software' means QuickField software and other software published by Tera Analysis Ltd.
'Licensee' means individual or organization authorized by Tera Analysis Ltd to use The Software on the terms stated below.
'Registered User' means the individual who's contact information is provided by Licensee to Tera Analysis and who will be provided with software updates and other software maintenance services by Tera Analysis on the terms specified herein.

License terms:
1. This agreement supersedes all prior agreements, proposals, and representations between Licensee and Tera Analysis regarding to all Tera Analysis published software (The Software) and accompanying written materials.
2. License Grant. Subject to Licensee's compliance with the terms and conditions of this Agreement, Tera Analysis grants Licensee a right to install and use The Software on one or more computers. The Software may be distributed by Tera Analysis using copy protection technologies as single-user or network licenses. In this case the number of simultaneously run sessions of The Software should not exceed the total number of licenses, granted to Licensee. The Software may be used by all employees of Licensee, and in case the Licensee is an educational organization - also by its enrolled students. Temporary employees, contractors, and consultants of Licensee may also use The Software in connection with the operation of the business of Licensee.
3. Access to The Software. Licensee shall use commercially reasonable efforts to restrict access to The Software by anyone outside of Licensee's facilities who is not authorized to use The Software. Licensee shall ensure that no unlicensed person has access to the software, including, but not limited to access through local area network and Internet, and that any authorized person who installs and/or uses The Software is made aware that this is licensed software, and subject to the terms stated in this Agreement.
4. Site licenses. Site licenses for specific types of The Software, allowing unlimited number of simultaneously run sessions, are subjects of following additional terms. They may be used by enrolled students, faculty, staff, teaching assistants and administrators of Licensee, and only on computers, which belong to Licensee and located within the same campus of Licensee. Separate campuses require separate Site Licenses.
5. Academic licenses.
Educational and research organizations are entitled to special pricing or additional licensing options for The Software. The Software purchased on these terms should be used exclusively for academic, non-profit, or government-sponsored research purposes. The Software should be referred by name in all publications related to use of The Software, or which include results, obtained using The Software.
6. Ownership, Copyright, and Transfer.
6.1. Licensee acknowledges that Tera Analysis is the owner of the Software Products. Licensee acknowledges that The Software contains proprietary and confidential information of Tera Analysis, and will keep The Software in strict confidence and will take appropriate measures to ensure that anyone who has access to the system shall refrain from any unauthorized reproduction or disclosure of Tera Analysis software products.
6.2. The Software and accompanying written materials are protected by national and international copyright laws and treaty provisions. Also, by accepting the License Agreement, License agrees not use, reproduce, modify or distribute the software products, except as allowed in this license. Licensee may not attempt to create or derive source codes by disassembly, reverse engineering or any other method, or otherwise reduce the software product to a human-perceivable form. Copying of the written materials accompanying Tera Analysis software without written permission from Tera Analysis is not permitted. No license, right or interest in any trademark, trade name or service mark of Tera Analysis is granted under this License Agreement
6.3. The Software transfer from Licensee to other party requires authorization of Tera Analysis, and acceptance of the terms of this Agreement by this other party. If the software is protected by electronic copy protection devices, software transfer should be performed simultaneously for all licenses related to the transferred copy protection device; transfer of the part of licenses related to the same copy protection device is not permitted.
7. Term and Termination. Duration of this License may vary according to the terms, on which The Software was acquired. Licensee's right to use Tera Analysis software products, will terminate automatically if Licensee infringes Tera Analysis copyright or breach this agreement. Tera Analysis may suspend or terminate the above licenses, with 30 days prior notice and opportunity to cure, in the event that Licensee fails to pay any amount due connected with the purchase of above licenses to Tera Analysis or any of its distributors, dealers, or subsidiaries.
8. Maintenance terms. Tera Analysis sells perpetual licenses of The Software with announced period of the maintenance services. Software maintenance period may be extended according to the on-current pricelist. Leased licenses include the maintenance services for the duration of the lease. Maintenance assures free updates, discounted upgrades and unlimited technical support requests from Registered Users.
9. Registered Users appointment. Number of Registered Users, appointed by Licensee, at any time should be limited by following schedule:
* single-user and floating network licenses with limited number of concurrent sessions - up to three Registered Users per each licensed seat;
* Site License - up to three Registered Users per one Site License.
Licensee should provide Tera Analysis with up-to date information about its Registered Users. Tera Analysis permits use of The Software by other authorized persons as specified in this Agreement, however, Tera Analysis may on its own discretion refuse responding on the support requests from the persons who are not Registered Users.
10. Limited Warranty. Tera Analysis warrants that the enclosed software has been accurately recorded on the media and that the distribution media contain no defects and also that the hardware key to be used with your parallel or USB port is properly working. If during the Maintenance period you return any defective media or hardware key to the place where you obtained them, Tera Analysis or its reseller will repair or replace the media or the hardware key without charge. After the Maintenance expiration Tera Analysis gives absolutely no warranties on either the media or the hardware key, and they, if available, may be replaced for nominal price. TERA ANALYSIS DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ALL OTHER REMEDIES FOR BREACH OF THE ABOVE WARRANTY. You assume all risks with respect to the accuracy, adequacy, reliability, and performance of the software and accompanying hardware key and materials. All implied warranties are limited to 90 days. Some jurisdictions do not allow limitation on duration of implied warranties, so the above limitation may not apply to you. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS, WHICH VARY FROM STATE TO STATE.
11. Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL TERA ANALYSIS, ITS RESELLERS, OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THIS TERA ANALYSIS PRODUCT, EVEN IF TERA ANALYSIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT SHALL TERA ANALYSIS'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU FOR THE SOFTWARE PRODUCT.
12. Controlling Law and Severability. This License Agreement shall be governed by and construed in accordance with the laws of Denmark, except that body of law concerning conflicts of law. If for any reason a court of competent jurisdiction finds any provision of this License Agreement, or portion thereof, to be unenforceable, that provision of the License Agreement shall be enforced to the maximum extent permissible so as to affect the intent of the parties, and the remainder of this License Agreement shall continue in full force and effect.