ARUP OASYS CADTOOLS SOFTWARE LICENSE AGREEMENT

IMPORTANT-READ CAREFULLY: This Oasys Ltd End User Licence Agreement ("EULA") is a legal agreement between you (either an individual or a single entity) and Oasys Ltd for this Oasys Ltd software product, which includes the computer software with which this licence agreement is provided, and includes associated media, printed materials, and "online" or electronic documentation ("SOFTWARE PRODUCT"). The SOFTWARE PRODUCT also includes any updates and supplements to the original SOFTWARE PRODUCT provided to you by Oasys Ltd. Any software provided along with the SOFTWARE PRODUCT that is associated with a separate licence agreement is licensed to you under the terms of that licence agreement. By installing, copying, downloading, accessing or otherwise using the SOFTWARE PRODUCT, you agree to be bound by the terms of this EULA. If you do not agree to the terms of this EULA, do not install or use the SOFTWARE PRODUCT.

1. SOFTWARE PRODUCT LICENCE

Oasys Ltd is willing to license the accompanying software to you only upon the condition that you accept all of the terms contained in this licence agreement and any supplementary or unique licence terms relevant to this product. You are prohibited from using the accompanying software other than in accordance with these licence terms.

The SOFTWARE PRODUCT is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties.

2. DEFINITONS

• "ARUP" shall mean Arup Group Ltd and its subsidiaries.
• "OASYS" shall mean Oasys Ltd.
• "SOFTWARE PRODUCT" shall mean the computer software with which this licence agreement is provided and includes associated media, printed materials, and "online" or electronic documentation.
• "CADTOOLS" shall mean :question:.
• "CADTOOLS PLATFORM" shall mean :question:.
• "PROJECT" shall mean :question:.
• "ALLIANCE" shall mean :question:.

:collision: We need to have clearly definied entity names :collision:

3. GRANT OF LICENCE

This EULA grants you the following rights:

• Distribution: You may freely distribute the installable software in the form provided by Oasys Ltd, and install it on any device, workstation, terminal, handheld PC, pager, "smart phone," or other digital electronic device ("DEVICE") for which it is designed to operate.

:collision: Can we limit installation within project? And how? :collision:

• Limitations on distribution: You may not distribute the installed SOFTWARE PRODUCT or any components of it.
• Limitations on use: You may only use the SOFTWARE PRODUCT for demonstration, test, or evaluation purposes and you may not resell, or otherwise transfer for value, the SOFTWARE PRODUCT or any part of it.

:collision: Can we limit use on delivering project work only? :collision:

• Limitations on Reverse Engineering, Decompilation, and Disassembly: You may not reverse engineer, decompile, or disassemble the SOFTWARE PRODUCT, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
• Separation of Components: The SOFTWARE PRODUCT is licensed as a single product. Its component parts may not be separated.
• Trademarks: This EULA does not grant you any rights in connection with any trademarks or service marks of Oasys Ltd.
• Rental: You may not rent, lease, or lend the SOFTWARE PRODUCT.
• Registration: You may be required to register your copy of the SOFTWARE PRODUCT to install it. This registration obligation is further described in the SOFTWARE PRODUCT documentation or on the SOFTWARE PRODUCT'S web site.
• Reservation of Rights: All rights not expressly granted are reserved by Oasys Ltd.

:collision: Where and how do we elaborate time bomb? And users shouldn't continue to use it after project is ended or suspended. :collision:

4. USE OF THE SOFTWARE

4.1 You may install the SOFTWARE PRODUCT on one or more hard disks or other storage devices, and make available the SOFTWARE PRODUCT on a network file server for the purpose of installation onto hard disks or other storage devices within your organisation for use of the SOFTWARE PRODUCT over such network and make backup copies of the SOFTWARE PRODUCT.

4.2 Any serial number allocated to you either via an Oasys web site or by postage of media from Oasys is exclusive to you and your organisation and is non-transferable. You may not disclose this serial number to any third party.

:collision: Should it be called serial number or licence key? Would we need this in the future? :collision:

4.3 You may use the SOFTWARE PRODUCT exclusively either for your own personal use, or the internal business use of your organisation.

:collision: Again, can we limit use on delivering project work only? :collision:

5. COPYRIGHT AND PROPRIETARY RIGHT

:collision: Are the clauses in this section sufficient for background IP projection? We have to make sure IP is detached from the PROJECT. :collision:

5.1 All title and copyrights in and to the SOFTWARE PRODUCT (including but not limited to any images, photographs, animations, video, audio, music, text, and "applets" incorporated into the SOFTWARE PRODUCT), the accompanying printed materials, and any copies of the SOFTWARE PRODUCT are owned by Oasys Ltd or its suppliers. All title and intellectual property rights in and to the content which may be accessed through use of the SOFTWARE PRODUCT is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This EULA grants you no rights to use such content. If this SOFTWARE PRODUCT contains documentation which is provided only in electronic form, you may print one copy of such electronic documentation.

5.2 The SOFTWARE PRODUCT, all intellectual and proprietary rights in the SOFTWARE PRODUCT, its structure, organisation and code are the valuable trade secrets and property of Oasys or third party proprietors. The SOFTWARE PRODUCT is protected by copyright law. This EULA does not grant you any intellectual property or other proprietary rights in the SOFTWARE PRODUCT. Oasys retains at all times title to the SOFTWARE PRODUCT and all rights therein. All rights not specifically granted in this EULA are reserved by Oasys.

5.3 Trademarks. This EULA does not grant you any rights in connection with any trademarks or service marks of Oasys or Arup Group Ltd.

6. RESTRICTIONS

:collision: Should we limit users to NOT developing their own tools and deploy into Labs? :collision:

6.1 You agree not to rent, lease, sub-license, sell for profit, modify, adapt, translate, or to reverse engineer, decompile, or disassemble the SOFTWARE PRODUCT except to the extent permitted by law, or create derivative works from the SOFTWARE PRODUCT or to otherwise attempt to discover the source code of the SOFTWARE PRODUCT.

6.2 You understand and acknowledge that this EULA prohibits the copying and distribution of the SOFTWARE PRODUCT or any of the components (.dlls or other files) that make up the SOFTWARE PRODUCT outside of your organisation unless you are expressly licensed to do so by Oasys. This prohibition includes but is not limited to, software bundling, distribution via the Internet, emailing as an attachment and via hardware media such as CD's.

6.3 You agree not to incorporate the SOFTWARE PRODUCT into any other software which you may sell or distribute, whether or not for your own or any commercial gain. You further agree not to use the SOFTWARE PRODUCT (or supply the SOFTWARE PRODUCT for use) in any service provided for any third party for payment or reward. If you breach your agreement in this paragraph you agree to account to Oasys for any payment or reward made by you pursuant to any such arrangement.

6.4 You agree not to provide any support services to any third party (whether telephone or internet support services or otherwise) in relation to the SOFTWARE PRODUCT without Oasys' prior written agreement.

7. EXCLUSION OF LIABILITY AND DISCLAIMER OF WARRANTIES

The SOFTWARE PRODUCT is provided free of charge. Accordingly you agree that Oasys would not be able to provide the SOFTWARE PRODUCT on an economic basis without the exclusions of liability and disclaimers of warranty set out in this paragraph which represent the basis of the agreement between you and Oasys. You further agree that:

7.1. You acknowledge and agree that SOFTWARE PRODUCT is not error or bug free and that it is your sole responsibility to determine the SOFTWARE PRODUCT's suitability, technical or otherwise, for the use to which you intend to put the SOFTWARE PRODUCT and that your use of the SOFTWARE PRODUCT is at your own discretion and risk and that you will be solely responsible for any damage to your computer, computer system, network or other item of technical infrastructure.

7.2 Oasys and its suppliers do not and cannot warrant the performance, consequences or results you may obtain by using the SOFTWARE PRODUCT. Oasys and its suppliers expressly disclaim and exclude all warranties and conditions of any kind whether express or implied by statute common law or otherwise and make no warranties or conditions, express or implied, including without limitation as to satisfactory quality, merchantability, or fitness for any particular purpose of the SOFTWARE PRODUCT.

7.3 In no event will Oasys or its suppliers be liable for any loss or damage in connection with use of the SOFTWARE PRODUCT, whether direct or consequential, incidental or special damage, including loss of data, loss (or deferment of) profits, loss (or deferment of) savings, or loss of time. This clause applies even if an Oasys representative has been advised of the possibility of such damages, or of any claim by any third party.

7.4 The SOFTWARE PRODUCT and any associated components are tools intended to be used by trained professionals only. They are not substitutes for your professional judgment or for training. The SOFTWARE PRODUCT has not been tested in all situations under which it may be used. Oasys shall not be liable in any manner whatsoever for the results obtained through the use of the Software. Users of the SOFTWARE PRODUCT are responsible for the supervision, management and control of the SOFTWARE PRODUCT. This responsibility includes, but is not limited to, the determination of appropriate uses for the SOFTWARE PRODUCT and the selection of the SOFTWARE PRODUCT and other programs to achieve intended results. Users of the SOFTWARE PRODUCT are also responsible for establishing the adequacy of independent procedures for testing the reliability and accuracy of any program output.

7.5 To the maximum extent permitted by applicable law, in no event shall Oasys 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 PRODUCT or the provision of or failure to provide support services, even if Oasys has been advised of the possibility of such damages.

7.6 Notwithstanding any other term of this EULA Oasys' liability under or in connection with this EULA shall be limited to the sum charged by Oasys in respect of the provision of the SOFTWARE PRODUCT.

:collision: Not sure if we need 7.6 :collision:

8. GOVERNING LAW AND GENERAL PROVISIONS

8.1 This EULA represents the entire and only agreement between Oasys and you in relation to the SOFTWARE PRODUCT and all other agreements, representations or warranties unless fraudulent are excluded.

8.2 This EULA is subject to English Law and the exclusive jurisdiction of the courts of England and Wales.

8.3 If any part of this EULA is found void and unenforceable, it will not affect the validity of the remainder of the EULA, which shall remain valid and enforceable according to its terms.

8.4 Oasys is entitled to terminate forthwith this EULA upon any failure by you to comply with its terms. You shall cease your use of the SOFTWARE PRODUCT in such circumstances and delete or return (as appropriate) all copies in your possession of the SOFTWARE PRODUCT and confirm to Oasys in writing that you have done so.

8.5 This EULA may only be modified in writing signed by an authorised officer of Oasys.

9. MODIFICATION AND TERMINATION

9.1 Oasys reserves the right to modify and/or change any of the terms and conditions of this EULA at any time and without prior notice. If Oasys materially modifies this EULA it will make reasonable efforts to notify you of the change. For example, we may send a message to your email address, if we have one on file, or generate a pop-up or similar notification when you access the SOFTWARE PRODUCT for the first time after such material changes are made. By continuing to use the SOFTWARE PRODUCT after Oasys has posted a modification of this EULA, you agree to be bound by the modified EULA. If the modified EULA is not acceptable to you, your only recourse is to discontinue the use of and uninstall the SOFTWARE PRODUCT. This EULA will also govern any software upgrades and/or updates provided by Oasys that upgrade and/or supplement the SOFTWARE PRODUCT, unless such upgrades and/or updates are accompanied by a separate license, in which case the terms of that separate license will apply.

9.2 This EULA will remain in effect until terminated. The EULA, and your rights and licenses hereunder, will terminate immediately upon your breach of the EULA. You may terminate the EULA by uninstalling and discontinuing your use of the SOFTWARE PRODUCT. Oasys may terminate support of the SOFTWARE PRODUCT and/or this EULA, or limit or terminate your access to the SOFTWARE PRODUCT at any time for any reason.