This is a legal agreement between you and Tecplot, Inc. If you are obtaining a license on behalf of an organization, you confirm that you have the authority to bind the organization and that the organization will be bound by these terms, and the term "you" shall then refer to you and your organization. By installing, copying or otherwise using the software, you agree to be bound by the terms of this agreement. If you do not agree to the terms of this agreement, you may not install or use the software; you may, however, return it to the place of purchase for a full refund within thirty (30) days of the purchase date.
Software License.
This Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. This Software is licensed, not sold. For purposes of this Agreement, "Software" refers to the computer software and associated media, printed materials, and "online" or electronic documentation, including without limitation any and all executable files, add-ons, filters, tutorials, help files and other files that accompany the Tecplot, Inc. Software, together with accompanying documentation, and software patches and software downloads obtained from the Tecplot, Inc. Web site or technical support personnel; "Install" means to copy the Software to a hard disk drive or similar storage device; "Use" means loading the Software into computer memory or running it on a central processing unit.
1. Grant of License.
Software. Conditioned upon your payment of the applicable license fee and your agreement to the terms of this Agreement, Tecplot, Inc. grants You a non-exclusive license to Use the Software and documentation subject to the restrictions and terms set forth in this Agreement. In such event, You shall be referred to as Licensee. Software may require a passcode issued from Tecplot, Inc. for activation.
Single-User License. If Licensee has purchased a Single-User License, Tecplot, Inc. allows one (1) designated individual user, and only that individual, the right to install the Software on one (1) work computer, one (1) home computer, and one (1) portable computer. The designated individual agrees that no more than one (1) installation will be in Use at any given time. Alternatively, Licensee may install the Software on a single designated, standalone computer, provided the Software is only operated from that computer's console by one individual at any given time. This alternative is in lieu of the Single-User rights, not in addition to those rights, and is intended to accommodate a single computer shared by multiple users.
Single-Facility Network License. If Licensee has purchased a Single-Facility Network License, Licensee may Install and Use the Software on any compatible computer on Licensee's internal local-area network (LAN) for use by the licensed number of concurrent Users. A LAN is defined as an internal computer network confined to a building or group of buildings within a five (5) kilometer radius. Licensee must run the provided license manager application on a computer server (hereinafter "License Server") to administer the Software. The License Server can be administered outside the facility as long as the Software Use is within a single facility.
Multi-Facility Network License. If Licensee has purchased a Multi-Facility Network License, Licensee may Install and Use the Software on any compatible computer on Licensee's internal wide-area Network (WAN) for use by the licensed number of concurrent Users. A WAN is defined as an internal computer network or group of LANs that has no geographic boundaries. Licensee must run the provided license manager application on a License Server to administer the Software. Licensee may make a single copy of the Software as an archive copy, provided that it includes all notices and markings, including copyright, trademark, and other proprietary notices as on the original, and which may not be in Use at any time unless the original is damaged beyond Use, and must remain in Licensee's possession and control.
2. License Duration.
Annual Licenses. Each Annual License will expire one year after date of purchase. Upon expiration, Licensee may purchase a new license by remitting the then-current Annual License
fee and agreeing to the then-current terms. Licensee understands that the Software will stop operating unless Licensee pays the Annual License fee and is provided new annual passcodes. Licensee understands and agrees that the Software Maintenance Service for each Annual License will terminate automatically upon expiration of the Annual License term.
Perpetual Licenses. Licensee shall have the right to use the Software indefinitely, subject to the termination provisions in this Agreement. Licensee understands and agrees that the Software Maintenance Service for each Perpetual License will terminate automatically one year after date of purchase. Thereafter, the Software Maintenance Service may be renewed at the then-current price, and for the then-applicable term, as long as Tecplot, Inc. offers such Software Maintenance Service for such Software.
3. Termination
Tecplot, Inc. may terminate the License granted herein by written notice to Licensee if Licensee breaches any material term of this License, including failure to pay any License fee when due, and if Licensee has not cured such breach within thirty (30) days of written notification. Tecplot, Inc. may immediately terminate the license granted herein should Licensee breach the terms and conditions of Sections 1, 4, and/or 8. Licensee may terminate this License at any time, for any reason. Licensee shall not be entitled to any refund if this License is terminated. Upon termination, Licensee shall promptly return all but archival copies of the Software in Licensee's possession or control, or promptly provide written certification of their destruction, and cease Use of the Software.
4. License Restrictions.
The only right granted to Licensee is the right to Use the Software and accompanying documentation in accordance with this Agreement. All rights not expressly granted in this Agreement are specifically reserved by Tecplot, Inc. Neither Licensee nor any unlicensed User shall receive or acquire any right, title, or interest to the Software, or to any applicable patents, trademarks, copyrights or trade-secrets. Neither Licensee nor any unlicensed User may remove or alter any proprietary notices, labels, or trademarks on the Software including accompanying documentation. Neither Licensee nor any unlicensed User may modify, translate, copy, reproduce, reverse engineer, disassemble, decompile, or otherwise derive source code from, the Software or accompanying documentation, or Use it as a basis for the preparation of other software programs or derivative works, or Use it in any manner that infringes the intellectual property or other rights of Tecplot, Inc. or another party, except as permitted herein or under applicable law. The Software and accompanying documentation may not be transmitted electronically, including over the Internet, rented, loaned, leased, sold, distributed, made available, directly or indirectly, for Use by any other person or entity not Licensed herein, Used by third parties in a service bureau or otherwise transferred, transmitted or Used without authorization under this Agreement. Neither Licensee nor any unlicensed User may access nor allow access to the Software through Internet sites or provide access to the Software via a Web application.
5. Description of Other Rights and Limitations.
Academic Installation and Use. If the Software is identified for academic Installation and Use (as defined by Tecplot, Inc.), only Qualified Educational Users (as defined by Tecplot, Inc.) may Use the Software. The Software licensed to degree-granting educational institutions at Tecplot, Inc.'s Academic prices is restricted to Use by students, teaching faculty and staff, and research staff in connection with on-campus computing facilities that are Used solely in support of classroom instruction and research activities. The right to Use the Software for any other purposes, including commercial purposes, is expressly prohibited.
Software Maintenance Service. Tecplot, Inc. provides Software Maintenance Service for the Software for one year from the date of purchase. Additional Software Maintenance Service may be purchased upon standard terms and pricing. In the absence of a separate Agreement governing Software Maintenance Service, Software Maintenance Service is governed by the
Tecplot, Inc. policies and programs described in "online" or electronic documentation, and/or in other Tecplot, Inc.-provided materials. Any supplemental software code provided as part of Software Maintenance Service shall be considered part of the Software and subject to the terms and conditions of this Agreement. With respect to any technical information provided to Tecplot, Inc. as part of Software Maintenance Service, Tecplot, Inc. may Use such information for its business purposes, including product support and development. Tecplot, Inc. will not disclose such information to any third party. Software Maintenance Service shall include: (1) delivery of subsequent releases of the Software; (2) reasonable efforts to both (a) provide, within reasonable time, workarounds for any material programming errors in the current release of the Software that is directly attributable to Tecplot, Inc., and (b) correct such errors in the next available release, provided Licensee provides Tecplot, Inc. with sufficient information to identify the problems, and; (3) technical support by telephone, fax, or electronic mail regarding the installation and/or Use of the licensed Software. Installation support and/or license key generation may not be available for older versions. Refer to the Tecplot Web site, www.tecplot.com, for information regarding currently supported versions.
Utilities/Other Executables. Licensee is permitted to redistribute the included FRAMER executable to others provided that Licensee does not charge a fee for such distribution and the distribution is solely for the purpose of displaying movie files generated by Software. Licensee is permitted to redistribute the included TECIO libraries and the PREPLOT executable for the sole purpose of generating binary files compatible with the Software.
Termination. Unauthorized copying or duplication of the Software results in automatic termination of this Agreement. Without prejudice to any other rights, Tecplot, Inc. may terminate this Agreement if Licensee fails to comply with the terms and conditions of this Agreement. In such event, Licensee must destroy all copies of the Software and all of its component parts.
Transfer. This Agreement is assignable by Tecplot, Inc. to any successor which acquires all or substantially all of the assets or businesses of Tecplot, Inc. or to an acquirer, whether by sale, merger, recapitalization or other business combination, of all or substantially all of the assets or businesses of Tecplot, Inc. without Licensee's consent, provided that any such successor or assignee shall be bound by the terms of this Agreement. Neither Licensee nor any unlicensed User may rent, lease, sublicense, or lend the Software or documentation. Any attempted transfer in violation of this Section shall be void. Licensee may, however, transfer all rights to Use the Software to another person or legal entity provided that the recipient agrees to all the terms and conditions of this Agreement and provided that Licensee retains no copies, including copies stored on any computer. If the Software is an upgrade product, any transfer must include the latest release, all prior versions, and any prior products used to obtain the Software.
6. Reports and Audit Rights.
Licensee shall institute reasonable measures to ensure compliance with the terms and conditions of this Agreement. Upon Tecplot, Inc.'s reasonable request, Licensee agrees to provide reports relating to the Licensee's Use of the Software as necessary to demonstrate compliance with the terms and conditions of this Agreement. Tecplot, Inc. has the right, upon reasonable prior notice, to audit the records and inspect the facilities of Licensee and any unlicensed User to verify compliance with the terms and conditions of this Agreement.
7. U.S. Government Restricted Rights.
The Software and documentation are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraphs (a) through (d) of the Commercial Computer-Restricted Rights clause at FAR 52.227-19 when applicable, or in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013, and in similar or successor clauses in the DOD or NASA FAR Supplement. Contractor/manufacturer is Tecplot, Inc., P.O. Box 52708, Bellevue, Washington 98015, U.S.A.
8. Export Restrictions.
No one may export or re-export the Software or any underlying information or technology except in full compliance with all United States and other applicable laws and regulations. In particular, but without limitation, none of the Software or underlying information or technology may be exported or re-exported (a) into (or to a national or resident of) Cuba, Iran, Sudan or Syria or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders, as such countries, lists and orders may be amended or modified from time to time. By Using the Software, Licensee and any unlicensed User specifically agree to the foregoing and represent and warrant that they are not located in, are not under the control of, are not a national or resident of, any such country and are not on any such list.
9. Software Updates.
Timing of Software Updates shall be solely within the discretion of Tecplot, Inc.
10. Dual-Media Software.
Licensee may receive the Software in more than one medium. Regardless of the type or size of medium Licensee receives, Licensee may Use only one medium that is appropriate for Licensee's computer or network. Licensee may not loan, rent, lease, or otherwise transfer the other media to another User, except as provided pursuant to Section 3 above.
11. Governing Law.
This Agreement will be governed by the laws in force in the State of Washington. Licensee and any unlicensed User agree that the Courts in King County, Washington shall have sole jurisdiction and venue over any dispute arising out of this Agreement and Use of the Software. The prevailing party shall be awarded reasonable costs for any legal proceedings relating to this Agreement, including reasonable attorneys' fees and costs of Court. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
12. Software Limited Warranty.
Limited Warranty. Tecplot, Inc. warrants to Licensee that (a) the Software will perform substantially in accordance with the accompanying written materials for a period of ninety (90) days from the date of receipt, and (b) any support services provided by Tecplot, Inc. shall be substantially as described in applicable written materials provided to Licensee by Tecplot, Inc., and Tecplot, Inc. support engineers will make commercially reasonable efforts to solve any problem issues. To the extent allowed by applicable law, implied warranties on the Software, if any, are limited to ninety (90) days. Some states and jurisdictions do not allow limitations on duration of any implied warranty, so the above limitation may not apply to you.
Customer Remedies. Tecplot, Inc.'s and its supplier's entire liability and Licensee's exclusive remedy shall be, at Tecplot, Inc.'s option, either (a) return of the price paid, if any, or (b) repair or replacement of the Software that does not meet Tecplot, Inc.'s Limited Warranty and which is returned to Tecplot, Inc. with a copy of Licensee's receipt. This Limited Warranty is void if failure of the Software has resulted from accident, abuse, or misapplication. Any replacement Software will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer. Outside the United States, neither these remedies nor any product support services offered by Tecplot, Inc. are available without proof of purchase from an authorized international source.
NO OTHER WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TECPLOT, INC. AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, WITH REGARD TO THE SOFTWARE, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES. APART FROM THE WARRANTIES STATED ABOVE, TECPLOT, INC. MAKES NO WARRANTY THAT THE SOFTWARE OR
SERVICES WILL: MEET REQUIREMENTS; PROVIDE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, USE OF COMPUTERS OR NETWORKS; PROVIDE RESULTS WHICH ARE ACCURATE OR RELIABLE; MEET EXPECTATIONS, OR; CORRECT ANY ERRORS IN THE SOFTWARE. TECPLOT, INC. SHALL NOT BE RESPONSIBLE FOR MISUSE OF THE SOFTWARE OR ANY LOSS OF DATA. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHERS, WHICH VARY FROM STATE/JURISDICTION TO STATE/JURISDICTION.
13. LIMITATION OF LIABILITY.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL TECPLOT, INC. OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF TECPLOT, INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS SHALL BE TRUE EVEN IN THE EVENT OF THE FAILURE OF AN AGREED REMEDY. IN ANY CASE, TECPLOT, INC.'S ENTIRE LIABILITY FOR CLAIMS ARISING OUT OF USE OF THE SOFTWARE, SERVICE OR ARISING FROM ANY PROVISION OF THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY LICENSEE FOR THE SOFTWARE OR SERVICE COMPLAINED OF. BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
14. Confidentiality.
The Software contains proprietary trade secrets of Tecplot, Inc., and Licensee and any unlicensed User agrees to maintain the confidentiality of the Software using at least as great a degree of care as they use to maintain the confidentiality of their own most confidential information. Licensee agrees to reasonably communicate the terms and conditions of this Agreement to those persons employed by Licensee who come into contact with the Software, and to use reasonable best efforts to ensure their compliance with such terms and conditions, including, without limitation, not knowingly permitting such persons to Use any portion of the Software for the purpose of deriving the source code of the Software or defeating any passcode.
15. Entire Agreement; Interpretation.
This Agreement constitutes the entire agreement between parties pertaining to the subject matter hereof and supersedes all prior representations, warranties, conditions, agreements, and understandings, whether oral or written, express or implied, relating to this Agreement. No supplement, modification, or waiver of this Agreement shall be effective unless it is provided or approved by Tecplot, Inc. in writing. Any waiver or modification of this Agreement shall only be effective if it is in writing and signed by both parties hereto. If any part of this Agreement is found invalid or unenforceable by a Court of competent jurisdiction, the remainder shall be interpreted so as to reasonably effect the intention of the parties.