WELSIM SOFTWARE LICENSE AGREEMENT
Copyright (C) 2017-2019 WELSIMULATION LLC
Version effective date: August 10, 2017

READ THIS SOFTWARE LICENSE AGREEMENT CAREFULLY BEFORE PROCEEDING. THIS IS A LEGALLY BINDING CONTRACT BETWEEN LICENSEE AND LICENSOR FOR LICENSEE TO USE THE PROGRAM(S), AND IT INCLUDES DISCLAIMERS OF WARRANTY AND LIMITATIONS OF LIABILITY. WELSIMULATION LLC IS WILLING TO LICENSE THE SOFTWARE ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS SOFTWARE LICENSE AGREEMENT. PLEASE READ THE TERMS CAREFULLY. BY CLICKING ON 'I AGREE' OR BY INSTALLING THE SOFTWARE, YOU WILL INDICATE YOUR AGREEMENT WITH THEM. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOUR ACCEPTANCE REPRESENTS THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS, IN WHICH CASE 'YOU' OR 'YOUR' SHALL REFER TO YOUR ENTITY. IF YOU DO NOT AGREE WITH THESE TERMS, OR IF YOU DO NOT HAVE THE AUTHORITY TO BIND YOUR ENTITY, THEN WELSIMULATION LLC IS UNWILLING TO LICENSE THE SOFTWARE, AND YOU SHOULD NOT INSTALL THE SOFTWARE.

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.

THE ACCOMPANYING PROGRAM IS PROVIDED UNDER THE TERMS OF THIS COMMON PUBLIC LICENSE ('AGREEMENT'). ANY USE, REPRODUCTION OR DISTRIBUTION OF THE PROGRAM CONSTITUTES RECIPIENT'S ACCEPTANCE OF THIS AGREEMENT.

This software is provided 'as-is', without any express or implied warranty. In no event will the authors be held liable for any damages or consequences arising from the use of this software.

1. Parties.
The parties to this Agreement are you, the licensee ('You') and WELSIMULATION LLC. If You are not acting on behalf of Yourself as an individual, then 'You' means Your company or organization. A company or organization shall in either case mean a single business entity, and shall not include its affiliates or wholly owned subsidiaries.

2. The Software.
The accompanying materials including, but not limited to, source code, binary executables, documentation, images, and scripts, which are distributed by WELSIMULATION LLC, and derivatives of that collection and/or those files are referred to herein as the 'Software'.

3. Restrictions.
WELSIMULATION LLC encourages You to promote use of the Software. However this Agreement does not grant permission to use the trade names, trademarks, service marks, or product names of WELSIMULATION LLC, except as required for reasonable and customary use in describing the origin of the Software. In particular, You cannot use any of these marks in any way that might state or imply that WELSIMULATION LLC endorses Your work, or might state or imply that You created the Software covered by this Agreement. Except as expressly provided herein, you may not:

i. modify or translate the Software;

ii. reverse engineer, decompile, or disassemble the Software, except to the extent this restriction is expressly prohibited by applicable law;

iii. create derivative works based on the Software;

iv. merge the Software with another product;

v. copy the Software; or

vi. remove or obscure any proprietary rights notices or labels on the Software.

4. Ownership.
WELSIMULATION LLC and its suppliers own the Software and all intellectual property rights embodied therein, including copyrights and valuable trade secrets embodied in the Software's design and coding methodology. The Software is protected by United States copyright laws and international treaty provisions. This Agreement provides You only a limited use license, and no ownership of any intellectual property.

5. Infringement Indemnification.
You shall defend or settle, at Your expense, any action brought against WELSIMULATION LLC based upon the claim that any modifications to the Software or combination of the Software with products infringes or violates any third party right; provided, however, that: (i) WELSIMULATION LLC shall notify Licensee promptly in writing of any such claim; (ii) WELSIMULATION LLC shall not enter into any settlement or compromise any such claim without Your prior written consent; (iii) You shall have sole control of any such action and settlement negotiations; and (iv) WELSIMULATION LLC shall provide You with commercially reasonable information and assistance, at Your request and expense, necessary to settle or defend such claim. You agree to pay all damages and costs finally awarded against WELSIMULATION LLC attributable to such claim.

6. No warranty
The program is provided on an 'as is' basis, without warranties or conditions of any kind, either express or implied including, without limitation, any warranties or conditions of title, non-infringement, merchantability or fitness for a particular purpose. Each Recipient is solely responsible for determining the appropriateness of using and distributing the Program and assumes all risks associated with its exercise of rights under this Agreement, including but not limited to the risks and costs of program errors, compliance with applicable laws, damage to or loss of data, programs or equipment, and unavailability or interruption of operations.

7. Licensee Outside The U.S.
If You are located outside the U.S.,then the following provisions shall apply: (i) The parties confirm that this Agreement and all related documentation is and will be in the English language; and (ii) You are responsible for complying with any local laws in your jurisdiction which might impact your right to import, export or use the Software, and You represent that You have complied with any regulations or registration procedures required by applicable law to make this license enforceable.

8. Assignment.
Except as expressly provided herein neither this Agreement nor any rights granted hereunder, nor the use of any of the software may be assigned, or otherwise transferred, in whole or in part, by Licensee, without the prior written consent of WELSIMULATION LLC. WELSIMULATION LLC may assign this Agreement in the event of a merger or sale of all or substantially all of the stock of assets of WELSIMULATION LLC without the consent of Licensee. Any attempted assignment will be void and of no effect unless permitted by the foregoing. This Agreement shall inure to the benefit of the parties permitted successors and assigns.

9. Miscellaneous.
This Agreement constitutes the entire understanding of the parties with respect to the subject matter of this Agreement and merges all prior communications, representations, and agreements. WELSIMULATION LLC reserves the right to change this Agreement at any time, which change shall be effective immediately.

10. General
If any provision of this Agreement is invalid or unenforceable under applicable law, it shall not affect the validity or enforceability of the remainder of the terms of this Agreement, and without further action by the parties hereto, such provision shall be reformed to the minimum extent necessary to make such provision valid and enforceable.

If Recipient institutes patent litigation against a Contributor with respect to a patent applicable to software (including a cross-claim or counterclaim in a lawsuit), then any patent licenses granted by that Contributor to such Recipient under this Agreement shall terminate as of the date such litigation is filed. In addition, if Recipient institutes patent litigation against any entity (including a cross-claim or counterclaim in a lawsuit) alleging that the Program itself (excluding combinations of the Program with other software or hardware) infringes such Recipient's patent(s), then such Recipient's rights granted under Section 3(b) shall terminate as of the date such litigation is filed.

All Recipient's rights under this Agreement shall terminate if it fails to comply with any of the material terms or conditions of this Agreement and does not cure such failure in a reasonable period of time after becoming aware of such noncompliance. If all Recipient's rights under this Agreement terminate, Recipient agrees to cease use and distribution of the Program as soon as reasonably practicable. However, Recipient's obligations under this Agreement and any licenses granted by Recipient relating to the Program shall continue and survive.