END-USER LICENSE
AGREEMENT
IMPORTANT NOTICE TO USER – PLEASE READ THIS SOFTWARE LICENSE AGREEMENT ("LICENSE") CAREFULLY BEFORE INSTALLING OR USING THE SOFTWARE.
This License is a legal agreement between you and Fonix Geoscience AS (hereinafter referred to as the Company) with organisation no. 833 704 672, Breistølen 41, 5034 Bergen, Norway for use of this Software (as defined in this License).
By installing and/or using the software, you agree to be bound by the terms of this license including, in particular, limitations on the use of the software and the liability. You confirm that, if you are installing the software on behalf of your employer, another person or organisation, you are legally authorised to bind them to the terms of the license. If you do not agree to the terms of this license, do not install or use the software.
Key Definitions:
"Company" - Fonix Geoscience AS with organisation no. 833 704 672, Breistølen 41, 5034 Bergen, Norway
"Computer" - personal computer (including tablet personal computer), laptop computer or similar hardware provided that where such hardware is networked it will mean one physical terminal only
"Licensee or you" - individual or single entity wishes to license use of the compiled code
of the Software, subject to the terms and conditions of this License.
and "your" will be construed accordingly
"Software" - the machine-readable version of the software (including (if any) an electronic copy of related manuals or other documentation) all as specified Today on the Website
"Term" - The predetermined period beginning at the installation date and for the duration of the lease, evaluation period, or other period as agreed between the Company and Licensee
"Today" - the date of acceptance of your offer by the Company
"We or us" - Fonix Geoscience AS (organisation no. 833 704 672), Breistølen 41, 5034 Bergen, Norway
"Website" - www.fonixgeo.com/lime
1. GRANT AND SCOPE OF LICENSE
1.1. In consideration of your agreement to abide by the terms of this License, the Company grants to you a non-exclusive, non-transferable license to use the Software solely for your own internal use only and for no other purpose: (a) for the Term of the license in compliance with the license type, (b) within the license scope relevant to the license type, (c) subject to the terms of this License.
1.2. License types:
1.2.1. If the License acquired is a Single user license it allows for installation and use of the Software by one single individual only or if the single user license is purchased by a legal entity for a single and individually named employee only. A single user license is thus for one individual to install and use only. The single user license may only be used on one computer at a time and only by the same individual;
1.2.2. If the License acquired is a Multi-user license it allows for installation and use of the Software on a number of Computers up to the maximum number of permitted users acquired and the number of concurrent users must never exceed the maximum number of permitted users acquired pursuant to the multi-user license;
1.2.3. If the License acquired is an Academic license the scope is limited to educational and research purposes; the Software, executed under educational license, including any materials created with the help of it shall not be used for commercial purposes;
1.2.4. If the License acquired is a Trial license and provided that a trial version is made available by the Company, and irrespective of the version of the Software, a trial license allows for installation and use of the Software on one computer only and on a non-perpetual basis. You may use a copy of the trial version of the Software, for evaluation/trial purposes only for the trial Term. The Software, executed under trial license, shall not be used for commercial purposes. If you wish to continue to use the Software after expiry of the trial Term, you must pay the license fee and obtain a full License as set out on the Website;
1.2.5. If the License acquired is a Floating license for subscriptions purchased for a predetermined period of time for a given number of users, the license is granted for the duration of the subscription to the first differentiated users that connect to the license server.
1.3. You acknowledge that:
1.3.1. the Software is provided "as is" with no representation, guarantee or warranty of any kind as to its functionality;
1.3.2. the Software has not been tested and is experimental in nature;
1.3.3. the Software has not been developed to meet your individual requirements or that use of the Software will be uninterrupted or error free;
1.3.4. it is your responsibility to ensure that the facilities and functions of the Software meet your requirements;
1.3.5. the Company is not able to check for bugs or errors and, therefore, that the Software may not be free of bugs or errors;
1.3.6. while the Company has checked the Software for viruses using commercially available virus checking software, the Company cannot confirm that the Software is virus free and gives no warranty to that effect;
1.3.7. you are responsible for the results or output that you obtain from your use or misuse of the Software;
1.3.8. it is not the responsibility of the Company to ensure that you are able to use the Software (for example by ensuring that you have the necessary hardware to run the Software) or that the Software meets your requirements, and if it does not, Company shall have no liability to you; and
1.3.9. you have no right to use the Software in source code form or in unlocked coding or with comments.
2. DATA PROTECTION
2.1. The Company is administering this License. The Company will only use the personal information which you provide to grant this License, to administer personal preferences in the Software, or to inform you about the Software, as applicable, unless you tell us in writing that you do not want to receive this information. The Company will not pass your data to third parties other than to credit reference agencies. You agree that we may do this.
3. ACTIVATION
3.1. Once you have accepted the terms of this License, we will endeavour to activate the Software or provide a means of activation immediately, unless we have specified otherwise Today on the Website. Where we are unable to activate the Software immediately for any reason, or where we have specified some other time period or method of activation Today on the Website, we will use our reasonable efforts and take reasonable steps to activate the Software or provide a method of activation:
3.1.1. within such specified time period; or
3.1.2. in any event, within one week (7 days) of your acceptance of the License.
This does not oblige us to incur any additional cost.
3.2. To use the Software you must have and maintain an Internet connection allowing for communication between your equipment and the Internet for the purpose of the Company being able to validate and reconfirm your valid License from time to time throughout the Term. You are solely responsible for establishing and maintaining an Internet connection throughout the Term, including paying all costs incurred in this respect.
3.3. Occasionally we may not be able to activate the Software or provide a method of activation within one week (7 days) due to factors beyond our control. We will let you know if we become aware of an unexpected delay and will arrange to activate or provide a method of activation of the Software by a different date. In such circumstances, the Term will not start until we have activated, or provided a method of activation of, the Software.
4. LICENSEE'S UNDERTAKINGS
4.1. You undertake:
4.1.1. not to copy the Software except where such copying is incidental to normal use of the Software or where it is necessary for the purpose of back-up or operational security;
4.1.2. not to rent, lease, host via the Internet, sub-license, loan, translate, merge, adapt, vary or modify the Software;
4.1.3. not to use the Software in a virtualized environment without obtaining separate licenses for each copy of the Software running on a virtual computer, as if it were a physical Computer;
4.1.4. not to make alterations to, or modifications of, the whole or any part of the Software nor to permit the Software or any part of it to be combined with, or become incorporated in, any other programs;
4.1.5. not to disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Software nor to attempt to do any such things;
4.1.6. to supervise and control use of the Software and ensure that the Software is used by your employees in accordance with the terms of this License; and
4.1.7. not to provide, or otherwise make available, the Software in any form, in whole or in part to any person other than your employees. This includes not providing or otherwise making available program listings, object and source program listings, object code and source code,
4.1.8. not to use the Software to assist in the development or design of a computer software program or other technology that is intended to provide substantially similar or similar functionalities, or graphical user interfaces (GUI), substantially similar or similar to the Software,
except as expressly set out in this License or as permitted by law.
5. SOFTWARE SUPPORT
5.1. The Company assumes no obligation to provide assistance of any kind at all in connection with the Software, including without limitation support, maintenance, or the provision of updates or new releases of the Software.
6. INTELLECTUAL PROPERTY RIGHTS
6.1. Your only right to use the Software is by virtue of this License. You acknowledge that all intellectual property rights in or relating to the Software and all parts of the Software are and shall remain the exclusive property of the Company.
6.2. If you make any alterations to, or modifications of, the Software in breach of clause 4.1.3, then you agree that any such alterations or modifications will be the exclusive property of the Company. This includes any alterations or modifications that you may make indirectly. You agree to assign the intellectual property rights in such alterations or modifications to the Company upon demand.
6.3. You agree that you will not remove or alter any copyright notices or similar proprietary devices within the Software. These include any electronic watermarks or other identifiers that may be incorporated in the Software or any copy of the Software.
7. TERMINATION
7.1. This License will terminate upon the expiry of the Term.
7.2. Any use of the Software which is not in accordance with this License will give the Company the right to terminate this License immediately.
7.3. Company may terminate this License immediately by written notice to you if:
7.3.1. you commit a material or persistent breach of this License which you fail to remedy (if remediable) within 14 days after the service on you of written notice requiring you to do so; or
7.3.2. a petition for a bankruptcy order to be made against you has been presented to the court; or
7.3.3. you become insolvent or unable to pay your debts, enter into liquidation, whether voluntary or compulsory (other than for reasons of bona fide amalgamation or reconstruction), pass a resolution for your winding-up, have a receiver or administrator manager, trustee, liquidator or similar officer appointed over the whole or any part of your assets, make any composition or arrangement with your creditors or take or suffer any similar action in consequence of your debt; or
7.3.4. you do not comply with clause 14; or
7.3.5. anything equivalent or analogous to any of the circumstances specified in clauses 7.3.2 or 7.3.3 occurs in any applicable jurisdiction.
7.4. Upon termination of this License for any reason:
7.4.1. all rights granted to you under this License shall end;
7.4.2. you must stop all activities authorised by this License; and
7.4.3. you must immediately delete the Software from your Computer and immediately delete all copies of the Software in your possession, custody or control including where you may have incorporated the Software with other third party software.
8. TRANSFER OF RIGHTS AND OBLIGATIONS
8.1. This License is binding on you and us and on our respective successors and assigns.
8.2. You may not transfer, assign, charge or otherwise dispose of this License, or any of your rights or obligations arising under it.
8.3. The Company may transfer, assign, charge, sub-contract or otherwise dispose of this License, or any of its rights or obligations arising under it, at any time during the Term.
9. NOTICES
9.1. All notices given by you to the Company must be given in English or Norwegian to Fonix Geoscience AS, Breistølen 41, 5034 Bergen, Norway, addressed for the attention of Simon Buckley or Nicole Naumann.
9.2. The Company may give notice to you at either the email or postal address you provided when accepting the License.
9.3. Where either party gives notice to the other by email, such notice will be deemed received 48 hours after the email has been sent to the email address that has been provided which:
9.3.1. in the case of the Company shall be the email address given on the Website; and
9.3.2. in the case of the Licensee shall be the email address given when you accepted the License.
10. MISCELLANEOUS
10.1. If we do not:
10.1.1. insist on strict performance of any of your obligations under this License; or
10.1.2. exercise any of our rights or remedies under this License;
then this shall not constitute a waiver of such rights or remedies and shall not mean that you do not have to comply with such obligations. A waiver by us of any default shall not constitute a waiver of any subsequent default. No waiver by us of any terms of this License shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing.
10.2. If any of the terms of this License is determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions. The remaining terms, conditions and provisions will continue to be valid to the fullest extent permitted by law.
10.3. This License constitutes the whole agreement between us and supersedes any previous arrangement, understanding or agreement between us, relating to the licensing of the Software to you for the purposes set out in clause 1.1.
10.4. No provision of this License shall be enforceable by any person other than you and us.
11. EVENTS OUTSIDE OUR CONTROL
11.1. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the License that is caused by events outside our reasonable control (Force Majeure Event).
11.2. A Force Majeure Event includes any act, event, non-occurrence, omission or accident beyond our reasonable control and includes, in particular (without limitation), the following:
11.2.1. strikes, lock-outs or other industrial action including by our employees;
11.2.2. civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;
11.2.3. fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster;
11.2.4. impossibility of the use of any public or private telecommunications network;
11.2.5. disruption of or failure or cessation of any electricity supply; and
11.2.6. the acts, decrees, legislation, regulations or restrictions of any government.
11.3. Our obligations under this License are suspended for the period that the Force Majeure Event continues to affect us. We will have an extension of time to perform these obligations. We will take reasonable steps (without incurring costs) to bring the Force Majeure Event to a close or to find a solution by which our obligations under this License can be performed despite the Force Majeure Event.
12. OUR RIGHT TO VARY THIS LICENSE
12.1. At any time during the Term we may revise and amend this License where required by the applicable law or governmental or regulatory authority. In such circumstances the new terms will apply to you.
13. WARRANTIES
13.1. You warrant that you:
13.1.1. shall not use the Software other than for purposes compliant with the License type of the Software;
13.1.2. shall not use the Software for longer than the Term unless we have granted you a further License to do so;
13.1.3. are legally capable of entering into binding contracts;
13.1.4. are at least 18 years old if you are an individual.
14. EXPORT CONTROLS
14.1. You shall comply with all relevant import and export laws and regulations affecting the Software applied by the state of Norway. You shall not use the Software without first obtaining all written consents or authorizations which may be required by any such import and export laws and/or regulations.
15. COMPANY'S LIABILITY
15.1. Nothing in this License excludes or limits the Company's liability for:
15.1.1. death or personal injury caused by our negligence;
15.1.2. fraud or fraudulent misrepresentation;
15.1.3. any deliberate breaches of these terms and conditions that would entitle you to terminate this License; or
15.1.4. any other matter for which it would be illegal for us to exclude or attempt to exclude our liability.
15.2. Except as provided under clause 15.1, the Company will be under no liability whatsoever to the Licensee (whether in contract (by way of indemnity or otherwise), tort (including negligence), breach of statutory duty, restitution or otherwise), including, without limitation, for any of the following types of losses (whether those losses arise directly in the normal course of business or otherwise):
15.2.1. pure economic loss, loss of profits, loss of business, loss of revenue, loss of contract, loss or depletion of goodwill and/or business opportunity, loss of anticipated earnings or savings or like loss;
15.2.2. loss of use or value of any data or software;
15.2.3. wasted management, operational or other time;
15.2.4. loss or damage arising out of any failure by the Licensee to keep full and up to date security copies of any computer program and data held or used by or on behalf of the Licensee; and/or
15.2.5. any special, indirect or consequential losses
even if such losses are foreseeable and/or the Company has been advised of or is aware (or reasonably should have been aware) of the possibility of the Licensee incurring or suffering such losses.
16. INDEMNITY
16.1. You shall indemnify the Company from and against all claims, liabilities, proceedings, costs, damages, losses, or expenses incurred by the Company caused by, or in any way connected with:
16.1.1. the use (whether or not authorised by you) of the Software by any third party;
16.1.2. a breach of this Agreement by you; or
16.1.3. any other negligent or wrongful act by you in any way connected with the Software.
17. LAW AND JURISDICTION
17.1. The formation, existence, construction, performance, validity and all aspects whatsoever of this License or of any provision of this License, including any non-contractual obligations arising out of it, will be governed by the laws of Norway.
17.2. The courts of Norway will have exclusive jurisdiction to settle any disputes that may arise out of or in connection with this License. You and we irrevocably agree to submit to that jurisdiction provided that the Company may seek injunctive relief in any court of competent jurisdiction.
18. LANGUAGE
18.1. Company, and the Licensee by his acceptance below, acknowledge having requested that this document be drafted in English only.
19. COOLING OFF PERIOD
19.1. You accept that once you have downloaded the Software and the Software has been activated, that the Term of the License has started. You agree to waive any right that you may have to cancel the License within any cooling off period set by law.
Last updated, 01 September 2024