1. GRANT OF LICENSE
a. Subject to the terms of this Agreement, VTI (Statens väg- och transportforskningsinstitut) commonly with TNO (Nederlandse Organisatie voor Toegepast Natuurwetenschappelijk Onderzoek) (hereafter GRANTOR) hereby grant the Licensee a nonexclusive, nontransferable license without the right to grant sublicenses, to use the DDY, TV Upgrade and PDB Deformation Preprocessing Script (hereafter SOFTWARE).
b. The licensed SOFTWARE is a result of a research project. The Software is not validated for product development. Furthermore the included metrics do not represent any regulatory or consumer rating standards.
c. The license granted herein is effective from the date the software is downloaded.
d. As the owner of the SOFTWARE, the GRANTOR retain title to all intellectual property and proprietary rights in the SOFTWARE throughout the term of this License Agreement, including, without limitation, copyrights, trade secrets, trademarks and know-how.
e. Licensee may not assign, sublicense or transfer the SOFTWARE, nor may Licensee assign or transfer this License Agreement or delegate or pledge its rights or obligations under this License Agreement. Any attempted assignment, transfer, delegation or pledge in contravention of this Section l (d) shall be null, void and without effect.
2. DELIVERY OF SOFTWARE
By downloading, installing or using the SOFTWARE the Licensee agrees with this License Agreement. The SOFTWARE can be downloaded from a public web site. Licensee shall be responsible for installation of the SOFTWARE on its computing system.
3. MAINTENANCE, ENHANCEMENTS AND SUPPORT
No maintenance, enhancements or support for the SOFTWARE will be provided.
The Licensee is encouraged to modify and improve the SOFTWARE. The Grantor expects that any improvements will be reported to Robert.Thomson@VTI.se.
The GRANTOR license the SOFTWARE free of charge.
5. NO WARRANTY
The SOFTWARE will be provided on an “as is” basis without warranty of any kind, either express or implied, including without limitation the implied warranties of merchantability and fitness for a particular purpose. The GRANTOR does not warrant that the functions contained in the SOFTWARE will meet Licensee’s requirements or that use of the SOFTWARE will be error free. The GRANTOR shall not be liable for special, indirect, incidental, or consequential damages with respect to any claim on account of or arising from this Agreement or use of the SOFTWARE, even if the GRANTOR has been or is hereafter advised of the possibility of such damages.
The SOFTWARE is delivered to the licensee with all functions included -“as is”. The GRANTOR is explicitly not responsible for any difficulties that arise through wrong implementation of Software on computer system of licensee. The GRANTOR do not guarantee that the software is free of third party rights.
6. LIMITATION OF LIABILITY FOR DAMAGES
Licensee assumes sole responsibility for the selection of the SOFTWARE and the determination as to the appropriateness of the SOFTWARE for Licensee’s needs. The GRANTOR shall not be liable for incidental, consequential, special, direct or indirect damages, or for lost profits or Business interruption losses, in connection with the SOFTWARE except in case of willful misconduct or gross negligence by the GRANTOR. In case of gross negligence the liability of GRANTOR shall be limited to 15.000 €.
a. If Licensee (i) breaches any obligation under this License Agreement or (ii) through liquidation, bankruptcy, insolvency, merger, acquisition or other change of ownership or restructuring, ceases to have sole control over the SOFTWARE or this License Agreement, then the GRANTOR may terminate this License Agreement immediately by written notice.
b. Upon termination or expiration of this License Agreement, Licensee shall immediately discontinue use of the SOFTWARE, delete and destroy all copies of the SOFTWARE from Licensee’s computer systems.
8. GENERAL PROVISIONS
a. This Agreement shall be governed by and construed under as to all matters including validity, construction and performance, by and under the laws of Belgium.
b. This Agreement contains the full understanding of the parties with respect to the subject matter and supersedes all prior understandings and writings relating thereto. No waiver, alteration or modification of any provision hereof shall be binding unless made in writing and signed by authorized representatives of the GRANTOR and Licensee.
c. The remedies accorded the Company are cumulative and in addition to those provided by law.
d. The waiver by either party of a breach of any provision hereof by the other party shall not be construed as a waiver of any succeeding breach of the same or any other provision, nor shall any delay or omission on the part of either party to exercise no right that it has operate as a waiver of any right by that party.
e. All notices must be in writing and sent either by Certified Mail, Return Receipt Requested, or courier, and shall be effective when received by such party.
f. Neither party shall be liable for any delay in fulfilling an obligation when such delay is due to matters beyond that party’s control, such as Acts of God, strikes or other labor disputes, vandalism, disruption of facilities, natural disaster, or act of government.
g. The English language version of this Agreement is the official version of this Agreement.
h. Neither of the Partners may assign the Agreement, in whole or in part, without the prior written consent of the other Partner.
i. Should one or more provisions of this Agreement be or become ineffective, this shall not affect the validity of the other requirements and provisions. The GRANTOR is obliged to replace ineffective provisions at all speed by new effective provisions which are as close as possible in Spirit to the original goal of this Agreement
j. Should it not be possible to settle amicably differences of opinion arising out of this Agreement, then the case shall be brought before the regular courts of law for a decision. Brussels shall be the venue of jurisdiction.
By clicking DOWNLOAD you agree with the license agreement mentioned above.