Veridian VS software license agreement

PLEASE READ THESE LICENCE TERMS CAREFULLY

This licence agreement (Licence) is a legal agreement between you (User) and WOOD GROUP UK LIMITED, a company registered in
Scotland with registered number SC296737 and having its registered office at 15 Justice Mill Lane, Aberdeen, AB11 6EQ, Scotland,
United Kingdom (Supplier), for:

• Veridian Vibration Screening Software (Product);

We have developed the Product which is available to you free to charge via the internet. We license use of the Product to you on
the basis of this Licence. We do not sell the Product to you. We remain the owners of the Product at all times.

This software requires a computer with an internet connection, and most common browsers are supported. A screen size of at least
1024 x 800 px is recommended.

The parties hereby agree as follows:

1. Definitions

Terms used herein shall have the following definitions;

AGREEMENT means these terms and conditions as amended from time to time in accordance with these terms.

EFFECTIVE DATE means the date on which the User completed and submitted the on-line registration form.

INITIAL SUBSCRIPTION TERM 12 months from the EFFECTIVE DATE

PRODUCT Veridian Vibration Screening (VS) Software the “Product”

DATA means any data inputted by the User or with the User’s authority into the Product

2. Licence

2.1. Subject to the User completing the online registration process with a valid company email address, the Supplier grants the User a non-exclusive licence to use the Product in connection with its own internal business purposes only for the term of this Agreement or until terminated in accordance with this Agreement, whichever is earlier.

2.2. The licence granted by the Supplier pursuant to Clause 2.1 is non-transferable and the licence cannot be sublicensed without the Supplier’s prior written consent.

2.3. Each person must register individually in order to gain access to the Product, and each person should only use their own login and must maintain adequate measures to avoid access and use by another person.

2.4. The User undertakes:

2.4.1. not to rent, lease, sub-license, loan, translate, merge, adapt, vary, alter or modify, the whole or any part of the Product nor permit the Product or any part of it to be combined with, or become incorporated in, any other programs; 

2.4.2. not to (and not to permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, create derivative works based on the whole or any part of the Product or make error corrections to the Product in whole or in part; 

2.4.3. not to provide, or otherwise make available, the Product in any form, in whole or in part (including, but not limited to, program listings, object and source program listings, object code and source code) to any person without prior written consent from us; and 

2.4.4. to comply with all applicable technology control or export laws and regulations. 

3. Term and Termination

3.1. This Agreement shall commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, this Agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless either party notifies the other party of termination, in writing, at least 30 days before the end of the Initial Subscription Term or any Renewal Period, in which case this Agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period.

3.2. Without affecting any other right or remedy available to it, the Supplier may terminate this Agreement with immediate effect if:

(a) the User commits a breach of any term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so; or

(b) the User adapts, reverse engineers, decompiles, disassembles, modifies, creates derivative works or corrects errors in, the Product; or

(c) either party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

3.3. On termination of this Agreement for any reason:

(a) all User subscription, access and licences granted under this Agreement shall immediately terminate; and

(b) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced; and

(c)  The User must immediately delete or remove the Product from all computer equipment in its possession and immediately destroy or return to the Supplier (at its option) all copies of the Product then in the User’s possession, custody or control and, in the case of destruction, certify to the Supplier that it has done so. 

4. Title

4.1. User acknowledges that by virtue of this Agreement or otherwise, the User does not acquire any rights of ownership in the Product. Title and all intellectual property rights and proprietary rights to the Product shall at all times remain the property of the Supplier. The Supplier reserves the right to incorporate any new features developed as part of any localisation/customisation for User into generic releases of the Product to other users.

4.2. When the User creates documents (such as, but not limited to reports, data sheets, drawings and emails) with data derived from the Product, proper reference shall be given to the Product. The minimum reference given will include the Product name and the following:

“Created using Wood Group Veridian Vibration Screening (VS) Software”

4.3. Title to, and all intellectual property rights in the Data remain the property of the User.

4.4. The User grants the Supplier a licence to use, copy, transmit, store and backup the Data as a result of or in the course of the User using the Product for the limited purposes of improving the service offering to the User, improving or enhancing the Product and for internal research, development and innovation (RD&I) purposes. If data is used for internal RD&I purposes, its use shall be controlled using suitable data view layers and anonymized where required.

5. Warranty

5.1. The Supplier makes no warranties or representations either express or implied (whether under statute or otherwise) as to any matter whatsoever, including, without limitation, the condition of the Product, its merchantability, or its fitness for any particular purpose, or the use of any results obtained through the use of the Product.

5.2. Supplier makes no warranty with respect to the Product that has been altered or used by the User other than in accordance with the terms of this Agreement.

5.3 The User must maintain copies of all Data inputted into the Product. The Supplier adheres to its best practice policies and procedures to prevent Data loss, damage or corruption, including a regular data backup regime, but does not make any guarantees that there will be no loss, damage or corruption of Data. The Supplier expressly excludes liability for any loss of Data irrespective of cause including negligence on the part of the Supplier.

5.4. To the maximum extent permitted by law, the warranties in this Clause 5 are in lieu of and exclude all warranties, conditions, representations, indemnities and guarantees whether express or implied and whether arising by statute, common law or custom.

6. Consequential Loss

Notwithstanding any other provision in this Agreement, the Supplier shall not be liable to the User, whether in contract, under statute, in tort (including negligence) at law or otherwise, for any loss of use (whether partial or total), loss of revenue, loss of profits or anticipated profits, loss of contracts, loss of product, or indirect or consequential loss or damage whatsoever and howsoever arising which is suffered or incurred by the User and which is directly or indirectly connected with the performance or non-performance of this Agreement.

7. Liability

7.1. Except as the result of death or personal injury arising from the Supplier’s negligence but notwithstanding anything to the contrary contained within the Agreement, the Supplier’s total cumulative liability to the User arising out of or in relation to the performance of the Agreement, including but not limited to liability for, delay, default, rework or re-performance, under any cause of action whether in contract, tort or otherwise at law shall not exceed a sum of fifty thousand pounds sterling (£50,000), above which sum the User shall save, defend, indemnify and hold harmless the Supplier regardless of cause and whether any such liability arises by reason of negligence or breach of duty (statutory or otherwise) on the part of the Supplier.

7.2. No action, regardless of form, arising out of or in connection with this Agreement may be brought by the User more than one year after the User has, or by the exercise of reasonable diligence should have had, knowledge of this occurrence which gives rise to such action.

7.3. The User acknowledges and agrees that the Supplier has no liability in relation to incorrect or improper use of the Product
by the User or any errors or omissions by the User in relation to use of the Product.

7.4. The User acknowledges that the Product has not been developed to meet the User’s individual requirements, and that it
is therefore the User’s responsibility to ensure that the facilities and functions of the Product as described in the
Documentation meet its requirements.

8. Assignment

8.1. The User may not assign any benefit or burden of this Agreement or transfer, delegate or subcontract any of its duties or obligations under this Agreement without the prior written consent of the Supplier. In the event that the Supplier consents to any assignment, transfer, delegation or subcontract, the User shall remain responsible for the acts and omissions of the relevant assignee, transferee, delegee or subcontractor. The Supplier may assign any benefit or burden of this Agreement to any of its affiliates.

8.2 This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

9. Notice

Any notice or communication required to be given to or by either party must be given by being sent by ordinary mail to the registered office of the Supplier or to the E Mail address provided by the User pursuant to this Agreement

10. Governing Law

The construction, validity and performance of this Agreement shall be governed by the law of England and Wales and the parties irrevocably submit to the exclusive jurisdiction of the English courts.

11. Entire Agreement

This Agreement sets out the entire Agreement and understanding between the parties with respect to the subject matter of this Agreement and supersedes all prior discussions between the parties or their agents and all conditions, warranties, guarantees, representations, proposals, communications and understandings (whether given or made on or before the date hereof). Any mendment, waiver or variation of this Agreement shall not be binding on the parties unless set out in writing, expressed to amend this Agreement and signed by or on behalf of each of the parties by an authorised signatory.

12. Waiver

No waiver by either party of any breach by the other party of any obligation contained herein shall constitute a waiver of any other obligation contained herein. Any waiver to be effective must be in writing.