Before Downloading You Must Agree to
SOFTWARE LICENSE FOR C3D SOFTWARE
Between
Computational Engineering Applications and Analysis
and
USER
IMPORTANT—READ CAREFULLY: This License Agreement is a legal agreement between you (the user) and Computational Engineering Applications and Analysis for the C3D Computational Fluid Dynamics software identified above and that accompanies this License Agreement, which includes computer software and may include associated media, third party software, printed materials, “online” and electronic documentation (“Software”). YOU AGREE TO BE BOUND BY THE TERMS OF THIS LICENSE AGREEMENT BY INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE. IF YOU DO NOT AGREE, DO NOT INSTALL, COPY, OR USE THE SOFTWARE.
SOFTWARE LICENSE.
1. GRANTS OF LICENSE. Computational Engineering Applications and Analysis (Hereafter referred to as CEA) grants you the rights described in this License Agreement provided that you comply with all terms and conditions of this Agreement.
1.1 GENERAL LICENSE GRANT. CEA grants to you a nonexclusive, limited, non-transferable, royalty free license to install and use the Software for a period of 1 year from the date of download. The Standard license grants You the right to use the demonstration software in an unlimited number of personal or commercial applications that you build for your clients.
1.2 DOCUMENTATION. You may make and use an unlimited number of copies of any documentation, provided that such copies shall be used only for personal purposes and are not to be republished or distributed (either in hard copy or electronic form) beyond your premises.
1.3 Installation You may install, use, access, display and run the Software on a any number of computers, such as a workstations, web servers or other devices ("Workstations") so long as the computing facilities are in the original work site to where the software was delivered. You may also store or install the Software on a storage devices, such as a network server, used to install or run the Software on. Your other Workstations over an internal network. However, a license for the Software may not be shared among users outside of the original work site. This is a demonstration software site license valid for 1 year from the date of download. If You wish to expand the number of authorized users of the Software, extend the expiration date, You may purchase additional licenses from CEA. Any additional licenses will be subject to the terms of this Agreement.
2. RESERVATION OF RIGHTS AND OWNERSHIP. CEA reserves all rights not expressly granted to you in this License Agreement. The Software is protected by copyright and other intellectual property laws and treaties. CEA owns the title, copyright, and other intellectual property rights in the Software. The Software is licensed, not sold. Except for the limited rights expressly granted under Section 1, You will have no right, title or interest (whether by implication or otherwise) in or to the Software or any Intellectual Property Rights (as defined below) therein or thereto. CEA retains all rights,title and interest in and to any and all trademarks and logos of CEA displayed on or in the Software. You agree not to challenge or contest CEA's rights to or ownership of, or otherwise attempt to assert any rights in the Software. "Intellectual Property Rights" means all worldwide patent, patent applications, copyrights, trade secrets, trademarks, service marks, trade names and any other intellectual property, proprietary, and database protection rights.
3. LIMITATIONS ON COPYING REVERSE ENGINEERING, DECOMPILATION, AND DISASSEMBLY. Except as expressly permitted under this Agreement, You will not, and will not allow any third party to: (a) copy the Software (except for 1 copy for backup and disaster recovery purposes or as described in any documentation accompanying the Software). You may not reverse engineer, decompile, or disassemble the Software, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation. You may not remove, alter, or obscure any proprietary notice that appears on the Software or on any copies made in accordance with this Agreement.
4. NO RENTAL. You may not rent, lease, or lend the software to other parties.
5. Maintenance and Support Services. For a demonstration software version of C3D, only incidental support limited to answering questions by email will be provided. Commercial Version Maintenance and Support Services for a license that has been purchased from CEA support one year following the Effective Date of delivery of the software to the user, subject to the terms and conditions of this Agreement, CEA will provide, on a commercially reasonable basis, the following support services for the Software ("Support") via email during normal CEA business hours (which are 8:00 AM - 5:00 PM Mountain Time, Monday through Friday, excepting holidays): (1) investigation and confirmation of a report by You (submitted to CEA via email) of a Failure (as defined below),including (i) isolation of the problem(s) causing such Failure; and (ii) within 30 days, repair or replacement, as applicable and at CEA's sole discretion, of the Software as necessary to cure the Failure; (2) installation assistance; (3) assistance with understanding the standard features of the Software; CEA will use commercially reasonable efforts to respond to all support-related email within five business days of receipt of such email. A "Failure" means a failure of the Software to operate substantially in accordance with the then-current specifications for that software when the software has been installed and used in accordance with those specifications. CEA will have no obligation to provide Support for any Failure that: (a) is due to a breach by You of the Agreement; (b) cannot be reasonably remedied; (c) is due to use of the Software in combination with third-party products, equipment, software, or data;(d) is due to any release of the Software other than the most current release; (e) is due to any modifications to the Software not provided by CEA; (f) has been listed as a known issue by CEA, or (f) is caused by Your negligence, abuse, misapplication, or use of the Software. You will provide CEA with reasonable assistance to resolve the Failure, including providing CEA with sufficient access to and information regarding Your computing environment to enable CEA to duplicate the Failure at issue and (as applicable) to determine that the Failure has been corrected. CEA will have no liability for any changes required by Your hardware or software configuration which may be necessary to use the Software due to a workaround, error correction, or maintenance release. CEA reserves the right to provide updates and upgrades for the Software to You at its convenience. Any updates, upgrades and any other repairs, replacements or modifications to the Software made available to You will be considered part of the "Software" for purposes of this Agreement and will be subject to the terms and conditions of this Agreement applicable to the Software
6. ADDITIONAL SOFTWARE/SERVICES AND 3RD PARTY CODE. This License Agreement applies to updates, supplements, add-on components, or Internet-based services components, of the Software that CEA may provide to you or make available to you after the date you obtain your initial copy of the Software, unless we provide other terms along with the update, supplement, add-on component, or Internet-based services component. CEA reserves the right to discontinue any Internet-based services provided to you or made available to you through the use of the Software. The Software may contain or include software code owned or provided by third-party licensors of CEA ("Third-Party Code") such as Graphics Viewing software PARAVIEW. For any Third-Party Code clearly indicated to be subject to the terms of a third party software license (a "Third-Party License"), the terms of the applicable Third-Party License will apply to the Third-Party Code independent of the terms of this Agreement. Any Third Party Code not subject to a Third Party License is subject to the terms and conditions of this Agreement and the licensors of any such Third Party Code are third party beneficiaries of this Agreement. Nothing in this Agreement limits Your rights under, or grants rights to You that supersede, the terms of any applicable Third-Party License.
7. EXPORT RESTRICTIONS. You acknowledge that the Software is subject to U.S. export jurisdiction. You agree to comply with all applicable international and national laws that apply to the Software, including the U.S. Export Administration Regulations, as well as end-user, end-use, and destination restrictions issued by U.S. and other governments.
8. LICENSE EXPIRATION AND SOFTWARE TRANSFER. The term of this Agreement will begin on the Effective Date, unless earlier terminated as set forth in this Agreement, will continue indefinitely for the original version of the software and any upgrades for one (1) year from the Effective Date first download. You may terminate this Agreement at any time by providing notice to CEA. This Agreement will also automatically terminate if You breach a material term of this Agreement. Upon any termination of this Agreement,You agree to immediately cease all use of the Software, destroy all copies of the Software, and, upon the request of CEA, certify in writing Your compliance with the terms and conditions of this CEA. The initial user may make a one-time permanent transfer of this License Agreement and Software to another end user, provided the initial user retains no copies of the Software. Prior to the transfer, the end user receiving the Software must notify CEA of such transfer and agree to all the License Agreement terms.
9. TERMINATION. Without prejudice to any other rights, CEA may terminate this License Agreement if you fail to comply with the terms and conditions of this Agreement. In such event, you must destroy all copies of the Software and all of its component parts.
10. DISCLAIMER OF WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CEA PROVIDES THE SOFTWARE AND SUPPORT SERVICES (IF ANY) AS IS AND WITH ALL FAULTS, AND HEREBY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY (IF ANY) IMPLIED WARRANTIES, DUTIES OR CONDITIONS OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF RELIABILITY OR AVAILABILITY, OF ACCURACY OR COMPLETENESS OF RESPONSES, OF RESULTS, OF WORKMANLIKE EFFORT, OF LACK OF VIRUSES, AND OF LACK OF NEGLIGENCE, ALL WITH REGARD TO THE SOFTWARE, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES, INFORMATION, SOFTWARE, AND RELATED CONTENT THROUGH THE SOFTWARE OR OTHERWISE ARISING OUT OF THE USE OF THE SOFTWARE. ALSO, THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT WITH REGARD TO THE SOFTWARE. THE ENTIRE RISK AS TO THE QUALITY, OR ARISING OUT OF THE USE OR PERFORMANCE OF THE SOFTWARE AND ANY SUPPORT SERVICES REMAINS WITH YOU.
11. EXCLUSION OF INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CEA BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES, INFORMATION, SOFTWARE, AND RELATED CONTENT THROUGH THE SOFTWARE OR OTHERWISE ARISING OUT OF THE USE OF THE SOFTWARE, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS LICENSE AGREEMENT, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), MISREPRESENTATION, STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF CEA OR ANY SUPPLIER, AND EVEN IF CEA OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12. LIMITATION OF LIABILITY AND REMEDIES. NOTWITHSTANDING ANY DAMAGES THAT YOU MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED HEREIN AND ALL DIRECT OR GENERAL DAMAGES IN CONTRACT OR ANYTHING ELSE), THE ENTIRE LIABILITY OF CEA UNDER ANY PROVISION OF THIS LICENSE AGREEMENT AND YOUR EXCLUSIVE REMEDY HEREUNDER SHALL BE LIMITED TO THE GREATER OF THE ACTUAL DAMAGES YOU INCUR IN REASONABLE RELIANCE ON THE SOFTWARE UP TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE OR $1.00. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS (INCLUDING SECTIONS 10 AND 11) SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.
13. U.S. GOVERNMENT LICENSE RIGHTS. The Software is comprised of "Commercial Computer Software" and "Commercial Computer Software Documentation," as such terms are used in 48 C.F.R. 12.212 or 48 C.F.R. 227.7202,as applicable. Consistent with 48 C.F.R. 12.212 or 48 C.F.R. 227.7202-1 through 4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are licensed to any U.S. Government customers: (a) only as Commercial Items; and (b) with only those rights as are granted to all other customers pursuant to the terms of this Agreement.
14. APPLICABLE LAW. If you acquired this Software in the United States, this License Agreement is governed by the laws of the State of New Mexico. If you acquired this Software in any other country, then local law may apply.
15. Indemnification. You will indemnify,defend, and hold harmless CEA, its licensors, and each of their respective employees, officers,directors, and affiliates ("Indemnified Parties"), from any and all claims, losses, liabilities,damages, fees, expenses and costs (including attorneys' fees, court costs, damage awards, and settlement amounts) which result from any claim or allegation against any Indemnified Party arising from Your use of the Software or Your breach of any term of this Agreement. CEA will provide You with notice of any such claim or allegation, and CEA will have the right to participate in the defense of any such claim at its expense.
16. Confidential Information. You acknowledge that the Software contains confidential and proprietary information of CEA, including without limitation the Source Code, inventions, algorithms, know how and other proprietary information contained therein (collectively, "Confidential Information"). You agree to protect the Confidential Information with at least the same degree of care employed with respect to Your own confidential or proprietary information. You will not use the Confidential Information for any purpose other than in connection with Your use of the Software under the Agreement. Except as otherwise set forth in this Agreement, under no circumstances will You allow any third party to have access to the Software.
16. ENTIRE AGREEMENT; SEVERABILITY. This License Agreement (including any addendum or amendment to this License Agreement which is included with the Software) are the entire agreement between you and CEA relating to the Software and the support services (if any) and they supersede all prior or contemporaneous oral or written communications, proposals and representations with respect to the Software or any other subject matter covered by this License Agreement. To the extent the terms of any CEA policies or programs for support services conflict with the terms of this License Agreement, the terms of this License Agreement shall control. If any provision of this License Agreement is held to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect.
A copy of this agreement is included in the Documents section of the C3D software folder