This End User Software Licence Agreement (the “EULA”) is a contract between the user of the Software (the “End User”) and NATIONAL UNIVERSITY OF IRELAND MAYNOOTH, MAYNOOTH UNIVERSITY whose principal address is at Maynooth, County Kildare, Ireland (the “Licensor”). The Licensor and the End User together shall be referred to as the “Parties” and individually shall be referred to as a “Party”.
Please read this EULA carefully. By installing or using the Software, the End User accepts all of the terms and conditions set out in this EULA. If the End User does not wish to be legally bound by the terms and conditions of this EULA, do not install or use the Software.
The Parties agree as follows:
- Definitions
- Software: The FOAMM toolbox provides an algorithm to generate a parametric approximation to non-parametric hydrodynamic frequency-domain data typically returned from boundary element solvers. The approximation can be focussed on radiation damping, or on the complete force-motion system.
- License
- Provision of the Software. Promptly following execution of this EULA by both Parties, the Licensor shall make available to the End User one (1) copy of the Software via email or by download.
- Licence. Subject to the provisions of this EULA, the Licensor grants to the End User a non-transferable, non-sub-licensable, and non-exclusive licence to use, solely in the Field and in the Territory and solely in object or executable code form, the Software.
- Reservation of rights. Except for the licence explicitly granted by Clause 2.2, the Licensor reserves all its rights. The End User acknowledges and agrees that the End User is licensed to use the Software only in accordance with the express provisions of this EULA and not further or otherwise.
- No support, etc. Unless otherwise agreed by the Parties in writing, the Licensor shall have no obligation to upgrade, update, bug-fix, to provide support or maintenance services, or to provide assistance or consultancy services in relation to the Software.
- Use, etc.
- Restrictions. Except to the extent permitted by applicable mandatory law, the End User shall not:
- copy or reproduce the Software;
- merge the Software with any other software; or
- translate, adapt, vary, or modify the Software; or (d) disassemble, decompile, or reverse engineer the Software, or otherwise attempt to derive the source code of the Software.
- Further restrictions. The End User shall not:
- provide, disclose, demonstrate, or otherwise make available the Software to any third party; or
- use the Software to provide any services or training for any third party; or
- sell, lease, rent, transfer, hire-out, license, sub-license, assign, distribute, publish, charge, pledge, encumber, commercially exploit, or otherwise deal with the Software, or have any software written or developed that is based on or derived from the Software.
- Obligations. The End User shall at all times:
- effect and maintain adequate security measures to safeguard the Software from unauthorised access, use, and disclosure;
- supervise and control access to and use of the Software in accordance with the provisions of this EULA;
- provide the Licensor from time to time on request with contact details for the person responsible for supervising and controlling such access and use; and
- ensure that the Software is at all times clearly labelled as the property of the Licensor.
- Acknowledgements, disclaimers, etc.
- Acknowledgements. The End User acknowledges and agrees that software in general is not error-free and agrees that the existence of any errors in the Software shall not constitute a breach of this EULA by the Licensor.
- Further support. If the End User requires any further support and/or maintenance services in respect of the Software, the End User shall notify the Licensor in writing and the Parties may discuss the possibility of entering into a support agreement.
- Viruses, etc. The Licensor does not warrant that the Software supplied under this EULA shall be free from all viruses. The End User acknowledges and agrees that it is solely the End User’s responsibility to conduct appropriate virus scanning of the Software prior to installation and use.
- No implied warranties, etc. The express undertakings and warranties given by the Licensor in this EULA are in lieu of all other warranties, conditions, terms, undertakings and obligations, whether express or implied by statute, common law, custom, trade usage, course of dealing or in any other way, including any implied warranty of merchantability, satisfactory quality or fitness for any particular purpose. All of these are excluded to the fullest extent permitted by applicable law. Without limiting the scope of the preceding sentences, the Licensor gives no warranty or guarantee that the Software will meet the End User’s requirements, that the use of the Software will be un-interrupted, or that any errors and/or defects in the Software can or will be corrected.
- Indemnity. The End User shall indemnify the Licensor from and against any and all losses, damages, claims, demands, liabilities, costs, and expenses of any nature whatsoever that may be asserted against or suffered by the Licensor and which relate to:
- any use by the End User of the Software;
- the development, manufacture, use, supply, or any other dealing in any products or services that were generated from the use of the Software, including any claims based on product liability laws; and
- a breach by the End User of any laws or regulations in the Territory.
- Limit of liability. The cumulative maximum liability of the Licensor to the End User under or in connection with this EULA, irrespective of the basis of the claim (whether in contract, tort, negligence, or otherwise), shall be limited in accordance with the provisions of this Clause 4.6:
- The Licensor does not seek to exclude or limit liability where such exclusion or limitation is precluded from applicable law, including any liability that may arise in respect of (i) death or personal injury resulting from the Licensor’s negligence, or (ii) fraud.
- Subject to Clause 4.6(a), the Licensor shall in no circumstances be liable for any type of special, indirect or consequential loss, for any loss of profit, revenue, or anticipated saving, lost, incorrect or spoilt data, loss of use, loss of contracts with third parties, loss of business or loss of goodwill, even if such loss was reasonably foreseeable or the Licensor had been advised of the possibility of the same arising.
- Governing law and jurisdiction. This EULA shall be governed by and construed in accordance with the laws of Ireland and any dispute or claim arising out of or in connection with this EULA shall be subject to the exclusive jurisdiction of the courts of Ireland.
