Tecplot, Inc. License Agreement
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.
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: (1) "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; 2) "Install" means to copy the Software to a hard disk drive or similar storage device; and 3) "Use" means loading the Software into computer memory or running it on a central processing unit.
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 or activation key 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 and Use the Software on i) one (1) work computer, one (1) home computer, and one (1) portable computer, or ii) one computer with local display and remote access to such computer by the designated individual user through VPN. The designated user may share said user's display through desktop conferencing software. Use on virtual servers is not permitted without written permission from Tecplot, Inc. The designated individual agrees that no more than one (1) copy will be in Use at any given time. Alternatively, Licensee may Install and Use the Software on a single designated, standalone computer, provided the Software is operated only 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. In addition, such licensed users may access computers on Licensee's internal LAN with local display and remote access to such computer by such licensed users through VPN. The licensed users may also share their display through desktop conferencing software such as WebEx and GoToMeeting. A LAN is defined as an internal computer network confined to a building or group of buildings within a one hundred (100) 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. Excluding Licensee's regular system backups and archives, 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.
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 TecPLUS 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 TecPLUS Maintenance Service for each Perpetual License will terminate automatically one year after date of purchase. Thereafter, the TecPLUS Maintenance Service may be renewed at the then-current price, and for the then-applicable term, as long as Tecplot, Inc. offers such TecPLUS Maintenance Service for such Software.
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 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, for any reason, Licensee shall promptly cease Use of the Software, remove the Software from its systems, and return or destroy all but regular backup and archival copies of the Software in Licensee's possession or control. Such backup and archival copies of the Software may be retained in accordance with Licensee's records management policies, but shall not be restored into service.
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 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. Except to the extent explicitly permitted in 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 License. For the Software to be licensed for Use by an academic institution, an additional academic agreement is required to be executed. For the Software to be licensed for Use by an academic individual (e.g., student, professor, researcher, etc.), an academic application is required to be completed and accepted by Tecplot, Inc.
TecPLUS Maintenance Service. Tecplot, Inc. provides TecPLUS Maintenance Service for the Software for one year from the date of purchase. Additional TecPLUS Maintenance Service may be purchased with then-current terms and pricing. In the absence of a separate Agreement governing TecPLUS Maintenance Service, TecPLUS Maintenance Service is governed by the terms of this Agreement. Any supplemental software code provided as part of TecPLUS Maintenance Service shall be considered part of the Software and subject to the terms and conditions of this Agreement. With respect to any information provided to Tecplot, Inc. as part of TecPLUS Maintenance Service, Tecplot, Inc. will not disclose such information to any third party. Tecplot, Inc. may Use such information for its business purposes, including product support and development. TecPLUS Maintenance Service shall include: (1) access to 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 is available Monday through Friday, 6:30 A.M. to 5:00 P.M. (PT) by telephone, fax, or electronic mail regarding the Installation and/or Use of the licensed Software. TecPLUS Maintenance Service may also include access to right-to-use capabilities defined in our TecPLUS Maintenance Service support policy at www.tecplot.com/support/support-policy.
Utilities/Other Executables. 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.
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 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.
The Software is subject to United States export laws and regulations. Licensee must comply with all domestic and international export laws and regulations that apply to the Software.
Timing of Software Updates shall be solely within the discretion of Tecplot, Inc.
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.
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 and expenses 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) Tecplot, Inc. has sufficient rights to grant the licenses granted herein, (b) 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 (c) 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 NONINFRINGEMENT, 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.
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. Indemnity.
Tecplot, Inc. will defend, indemnify and hold Licensee harmless from any claims, actions, suits or proceedings (each a "Claim") brought against Licensee by a third party to the extent such Claim is based on an allegation that the Software, when used in accordance with this Agreement, infringes the intellectual property rights of third parties, provided that (i) Licensee gives Tecplot, Inc. written notice of any such Claim within ten (10) business days of said claim coming to its attention, and promptly provides all authority and information required for the defense thereof, (ii) Licensee cooperates with Tecplot, Inc. in the defense of the Claim, and (iii) such Claim does not arise due to the unauthorized acts or misconduct of Licensee, any modification of the Software by Licensee, any failure by Licensee to use corrections or enhancements provided by or on behalf of Tecplot, Inc. that would rectify such infringement, or the combination of the Software with software, hardware, information, data or other materials not furnished by Tecplot, Inc. to the extent such infringement would not have occurred but for such combination. In the event that a successful Claim is brought against Licensee and Licensee's use thereof is enjoined (or if Tecplot, Inc. otherwise elects), Tecplot, Inc., at its option, shall (i) procure for Licensee the right to continue to use the Software, (ii) replace the Software with non-infringing software, or (iii) terminate this Agreement with respect to the enjoined Software and return to Licensee a pro-rated portion of the fees paid to Tecplot, Inc.
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.
16. 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.
Last update: November 29, 2016