Single Site Software Evaluation Agreement
This non-exclusive, non-transferable limited evaluation license agreement (“Agreement”) for software as described below is granted by Paradigm Geophysical Corp., a Delaware corporation (“PARADIGM”) to the person who has requested and/or installed a the Software Evaluation License and accepted the responsibility for ensuring that all usage of the PARADIGM Software complies with the terms of this Agreement. (“LICENSEE”)
Issuance of the license is subject to the PARADIGM compliance check. The license is for the use of the software only at the LICENSEE’s workstation.
Purpose and Duration of Agreement
This Agreement is for the sole purpose of internally evaluating the following PARADIGM software suite of products as enabled within the license key (“Software”).
The Term of this License shall not exceed 32 days from the date of the issuance of the license and shall be specifically defined within the license key provided.
Any and all intellectual property rights in the Software and
all related information and
documentation are owned exclusively by Paradigm and its suppliers. LICENSEE shall maintain the confidentiality of the Software and
all such data and
documentation pursuant to the terms of this Agreement. All derivative works and any results of the evaluation contemplated by this Agreement shall be the sole property of PARADIGM.
License; Restrictions on Use
LICENSEE is granted a non-exclusive, non-transferable, personal, limited, evaluation license to use the Software solely as expressly provided by this Agreement. The Software shall be used (i) only by LICENSEE employees, (ii) only for non-business and non-commercial evaluation purposes and (iii) only during the Term.
LICENSEE shall not modify, translate, reverse engineer, decompile, disassemble, sell, transfer, sublicense, publish, disclose or make copies of the Software or any related data or documentation, or create derivative works based on the Software.
LICENSEE shall not transfer any of the software or any of the data generated by the software to any location, by electronic means or otherwise.
THE SOFTWARE AND SERVICES SUBJECT TO THIS AGREEMENT ARE PROVIDED “AS IS” AND WITHOUT ANY WARRANTIES WHATSOEVER. PARADIGM DOES NOT GUARANTEE OR WARRANT THE CORRECTNESS, COMPLETENESS, CURRENTNESS, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF ANY OF THE SOFTWARE OR SERVICES. Use of the Software and the resulting data is at LICENSEE’s sole risk and depends solely on LICENSEE’s judgment.
LICENSEE shall maintain the Software and all other Paradigm Confidential Information in the strictest confidence. Confidential Information shall mean any proprietary information of Paradigm and/or its Affiliates, including, without limitation, the Software, information regarding technology and products, intellectual property rights, inventions, improvements, know-how, specifications, drawings, cost data, process flow, diagrams, designs, concepts, scientific, algorithmic and structural information, administrative manuals; as well as information of business and commercial nature, such as prices, financial data and marketing information, in any form, media or medium whatsoever including in written, physical, digital, electronic, oral or visual form.
LICENSEE shall not use the Software or any other Confidential Information in any way whatsoever other than as expressly stipulated in this Agreement. LICENSEE shall not disclose or permit access to the Software or any Confidential Information to any person or entity other than a Licensee full-time employee with a “need to know” in order to internally evaluate the Software as contemplated by this Agreement
PARADIGM shall have no liability whatsoever to LICENSEE or any other person in connection with the Software, services or otherwise under this Agreement or anything arising out of or in connection with the Software, services or this Agreement, including without limitation for any loss of profits or other economic loss, or for direct, indirect, consequential, special, exemplary, incidental or punitive damages.
The obligations of Licensee under Sections; Restrictions on Use and Confidentiality hereof are of a special and unique character which gives them a peculiar value to PARADIGM for which PARADIGM cannot be reasonably or adequately compensated in damages in the event Licensee breaches such obligations. Therefore PARADIGM shall, in addition to other remedies which may be available, be entitled to injunctive and other equitable relief in the event of the breach or threatened breach of such obligations.
LICENSEE may not transfer or assign this Agreement or any of LICENSEE’s rights or obligations under this Agreement (by operation of law or otherwise).
LICENSEE hereby represents and warrants that it is the ultimate end-user of the licensed Software and is not obtaining the right to use the licensed Software on behalf of any persons (including governments and entities) that have not been previously approved by PARADIGM. LICENSEE agrees that it will not transfer, directly or indirectly, the licensed Software to any other persons (including governments and entities) without Paradigm’s prior written consent. Licensee further agrees that it will prohibit access to the licensed Software to any person/entities (including Licensee’s employees, Affiliates, agents, and customers) (i) located in, or maintaining citizenship of, any country designated by the U.S. Department of State as a terrorist supporting country or (ii) listed in any of the U.S. Government’s Prohibited Lists found at
. In connection with the licensed Software, LICENSEE further agrees that it will comply with all applicable export controls and economic sanctions administered by the appropriate agency of the applicable government – e.g., the U.S. Department of Treasury, Office of Foreign Assets Control and the U.S. Department of Commerce, Bureau of Industry and Security – including, obtaining the required export licenses before transferring, directly or indirectly, the licensed to any persons (including governments and entities). LICENSEE further agrees that it will not use the licensed Software, directly or indirectly, in exploration for, or production from, deepwater, Arctic offshore, or shale projects in Russia. If LICENSEE is located in a country that requires registration of software licenses with government authorities, LICENSEE shall be responsible for registration and meeting all requirements of such registration. If LICENSEE fails to comply with this requirement, PARADIGM may immediately terminate this Agreement.
Paradigm may terminate this Agreement immediately, at any time and without cause, by sending a written notice of termination to LICENSEE by e-mail, mail or commercial courier to LICENSEE’s address set forth this Agreement. Termination of this Agreement shall be without prejudice to any other right or remedy available to Paradigm under applicable law.
Upon expiration of the Term or earlier termination of this Agreement, the LICENSEE shall immediately destroy the Software, together with associated documentation and all copies thereof, or return the same to PARADIGM.
If the LICENSEE decides it wishes to license the Software, a firm quotation will be offered based on the number of user licenses required and the system configuration and the LICENSEE and Paradigm shall enter into a separate Software License Agreement based on Paradigm’s Standard License Terms and Conditions, that shall govern the use of Software.
This Agreement will be governed by and construed exclusively in accordance with the laws of the State of Texas, without giving effect to any choice of law or conflicting provision or rule that would cause the laws of any other jurisdiction to be applied. The federal and state courts in Houston, Texas, shall have sole and exclusive jurisdiction to hear any disputes between the parties related to this Agreement. The parties hereto hereby consent and submit themselves to the jurisdiction of such courts.
This Agreement is the complete and exclusive statement of the parties relating to the subject matter hereof and supersedes all proposals (oral or written), understandings, representations, conditions, warranties, covenants, agreements and other communications between the parties relating hereto.