COMSOL Server End User License Agreement 6.3
YOU ARE USING COMSOL SERVER (THE "CS") LICENSED BY COMSOL.
If you or your organization obtained the CS directly from COMSOL, or its
authorized distributors or resellers, then the COMSOL Software License
Agreement that was presented upon installation of CS (www.comsol.com/sla)
shall apply.
If neither you nor your organization obtained the CS directly from COMSOL, or
its authorized distributors or resellers, then the following terms and
conditions of this COMSOL Server End User License Agreement ("CS EULA") shall
apply.
IF YOU DO NOT ACCEPT THE APPLICABLE TERMS AND CONDITIONS, DO NOT USE THE CS.
1. Definitions. The following words and phrases shall have the definitions
set forth below throughout this CS EULA, regardless of whether or not such
words or phrases are capitalized:
a. The term "Application" shall mean (i) the output that is produced by
using the Application Builder feature of the COMSOL Multiphysics software
(with or without modification using the application programming interface
for such software) or (ii) the output that is produced by using the
application programming interface for COMSOL Multiphysics to enable
interoperability between a Model and an external user interface.
b. The term "Academic Prices" shall mean the price for which we sell
licenses to the CS to Institutions after applying for educational discount
for usage of the CS that meets the requirements of the Academic Addendum
to the COMSOL Software License Agreement, found at www.comsol.com/sla.
c. The term "COMSOL" shall mean COMSOL AB and its parents, subsidiaries,
and affiliates.
d. The term "Confidential Information" shall mean the CS, together with
any other non-public information learned in connection therewith that
should reasonably be considered confidential under the circumstances.
e. The term "Externally Authored Programs" shall mean software programs
that we have obtained from other sources and included in the CS.
f. The term "Institution" shall mean a degree-granting educational
institution.
g. The term "Permitted Objective" shall mean understanding the ideas and
principles which underlie any element of the CS.
h. The terms "we", "us", and "our" shall mean COMSOL.
i. The terms "you" and "your" shall mean the person or entity being
granted access to use the CS pursuant to this CS EULA.
2. License Grant. During the term of the CS EULA, we grant you a
non-exclusive, non-transferable (except as described herein), limited
license to use the CS pursuant to the terms and conditions set forth
herein. Other programs you may use in conjunction with the CS, including
applications run by the CS, and any browser or client software used to
view the CS, are subject to different terms and conditions. Certain
Externally Authored Programs are licensed under different terms set by the
publishers of such Externally Authored Programs, as set forth in the
about.txt file that is included with the CS, or listed under your licensed
version of the CS on www.comsol.com/legal/about/. Any terms contained or
referenced in the about.txt file, or listed under your licensed version of
the CS on www.comsol.com/legal/about/, for a particular Externally
Authored Program shall take precedence for such Externally Authored
Program to the extent of any conflict between such terms and this CS EULA.
a. Access to CS. The license granted herein gives you access to an
interface for communicating with a CS installation and permits you to use
that interface to communicate with that CS installation. The CS is not
intended to enable users to access the object code or source code for the
CS, and you shall have no rights with respect to the object code or
source code for the CS.
b. Ownership. The CS is licensed and not sold. All right, title and
interest in and to the CS, including, without limitation, copyrights and
trade secrets, are, and shall at all times remain, the exclusive property
of us and/or those parties who have licensed Externally Authored Programs
and other programs for incorporation into the CS, and you shall have no
right therein, except the expressly limited license rights granted herein.
c. Transferability. The license to use the CS is non-transferable, except
to the extent that you may add users if that is permitted by the account
set up for you by the party who has granted you or your organization
access to the CS in accordance with the agreement between COMSOL and such
party and in accordance with the agreement between such party and you or
your organization. In addition to any terms and conditions imposed by the
party who has granted you or your organization access to the CS, if you
grant user access to others, then (i) you shall not take any steps to
disable or interfere in any way with the automatic delivery of this CS
EULA to those users and (ii) any terms and conditions set by you for
applications that you make available for use with the Programs shall not
alter, amend, conflict with, or purport to terminate this CS EULA.
d. Restrictions.
i. The CS may not be copied or downloaded, and you may not access the
system on which the CS resides, other than as expressly permitted by
this CS EULA.
ii. The CS may not be used for any purpose other than the use of
Applications or the administration of Applications usage.
iii. If you use the CS to call any third party software, your use of
that third party software must comply with all terms and conditions of
the license agreement that gives you the right to use such third party
software, including, without limitation, any restrictions on how such
third party software may be called.
iv. CS licensed to Educational Institutions at Academic Prices are
further restricted by the Academic Addendum to the COMSOL Software
License Agreement, which can be found at www.comsol.com/sla. If the CS
were licensed by us at Academic Prices, then you may only use the CS for
academic research or classroom activities of a degree-granting
institution and not for commercial or governmental work. You are
responsible for determining whether or not the CS are subject to the
restrictions applicable to CS licensed at Academic Prices.
e. Reservation of Rights. You acknowledge that all rights with respect to
the CS, whether now or hereafter existing, which are not expressly granted
to you are reserved to us and our licensors, and any use of the CS not
expressly authorized by us herein shall be deemed a breach of this CS
EULA. You shall not modify or create any derivative, compilation, or
collective work involving the CS. You shall take appropriate action by
instruction, agreement, or otherwise with any persons permitted access to
the CS, so as to enable you to satisfy all of your obligations under this
CS EULA.
f. Use. Access to and use of the CS must be in accordance with the terms
and conditions of any agreement existing between you or your organization
and the person or organization who obtained the CS from us. To the extent
permitted under those terms and conditions you may access and use the CS,
worldwide, for the sole purpose of running Applications built with COMSOL
Multiphysics software for use with the CS. Your use of any such
applications must comply with any terms and conditions that the author of
such applications have included therein.
g. No Reverse Engineering. The CS is not intended to enable users to
access the source code or object code of the CS. Nevertheless, should you
somehow gain such access, you shall not decompile, reverse engineer,
disassemble, isolate, separate, or otherwise attempt to derive source code
from the CS, except and only to the extent that such activity is expressly
permitted by applicable law notwithstanding this limitation. All copies of
CS shall contain all copyright and proprietary notices as in the
original. You shall not remove, obscure, or alter copyright notices,
trademark notices, or other proprietary rights notices affixed to or
contained within the licensed CS. Notwithstanding anything else set forth
in this CS EULA to the contrary, you may reverse engineer, disassemble,
isolate, separate, and modify only those files specifically listed in the
offer.txt file that is included with the CS, or listed under your licensed
version of the CS on www.comsol.com/legal/offer/, as eligible for such
activities. Upon request as set forth herein, for a period of three years
following your acceptance of this CS EULA, we will provide you with the
source or object code needed to recreate any or all of only those files
specifically listed in the offer.txt file that is included with the CS, or
listed under your licensed version of the CS on
www.comsol.com/legal/offer/, as eligible for such activities. All requests
pursuant to this Paragraph shall be made in writing and addressed by first
class mail to the address set forth in the offer.txt file. We may charge a
fee for sending you the code to cover our cost of distribution.
If you are a licensee in the European Union: You may decompile,
disassemble or otherwise reverse engineer the CS only where any such act
is necessary to a Permitted Objective and provided that: (i) the
information necessary to achieve the Permitted Objective has not already
been made available or has not been provided by us within a reasonable
time after a written request to provide such information; (ii) the
compilation, disassembly, reverse-engineering, etc., is confined to those
parts of the CS necessary to achieve the Permitted Objective; (iii) the
information gained is not used for anything other than the Permitted
Objective and is not disclosed to any other person except as may be
necessary to achieve the Permitted Objective; and (iv) the information
obtained is not used to create a program(s) substantially similar in its
expression to any Program(s), including, but not limited to, expressions
of the CS in other computer languages, or for any other act restricted by
copyright in the CS.
h. U.S. Government. If you are acquiring this license to the CS on behalf
of any unit or agency of the U.S. Government, the Government shall only
have the rights for this Commercial Computer Software and Commercial
Computer Software Documentation as set forth herein in accordance with the
applicable Federal Acquisition Regulations for the acquisition of
Commercial Computer Software and Commercial Computer Software
Documentation. In particular, for units of the Department of Defense: the
Government shall have only the rights specified in the license under which
the CS, as commercial computer software, were obtained, as set forth in
subparagraph (a) of the Rights in Commercial Computer Software or
Commercial Software Documentation Clause at DFARS 227.7202-3, therefore
the rights set forth herein shall apply. For any other Government unit or
agency: The Government shall have only the rights specified in this CS
EULA under which the CS as commercial computer software were obtained, as
set forth in FAR 12.212. When FAR clause 52.227-19 applies, the
Government's rights include those set forth in paragraph (b)(2) of that
clause, except that under no condition does this license extend to the
source code of the CS or otherwise obligate us to modify the CS or
Documentation for the Government. Where the CS as commercial computer
software and the Documentation as commercial computer software
documentation are licensed to the Government under a contract that
includes FAR clause 52.227-19 or similar, the following Notice is
incorporated herein:
NOTICE-Notwithstanding this license agreement that may pertain to, or
accompany the delivery of, this computer software (the CS), the rights
of the government regarding its use, reproduction, and disclosure are as
set forth in clause 52.227-19(b)(2) of the Government Contract under
which it was acquired.
i. Protection and Confidentiality of Our Information. You acknowledge
that the CS contains trade secrets and other valuable and confidential
information of ours and of licensors of information or materials to us,
and you shall not act, or fail to act, in any way or manner to
intentionally or negligently harm our or our licensors' rights in our or
their respective intellectual property in the CS. You shall disclose
Confidential Information of ours and our licensors only on a need-to-know
basis to your employees; you may not disclose any Confidential Information
of ours and our licensors to a third party; and you shall use all
reasonable care to keep the Confidential Information of ours and our
licensors confidential consistent with the grant of your licensed rights.
In no event shall the obligations set forth in this Section override any
requirements imposed on you or your organization by or on behalf of any
state or federal government within the U.S. by any public records, freedom
of information, or similar law providing for public access to governmental
records.
j. Future Releases. We reserve the right to change or discontinue the CS,
in whole or in part, without prior notice, although any such change in, or
discontinuance of, the CS shall not abrogate your right to continue using
a previously licensed CS for the duration of the Term.
3. License Term. Unless terminated earlier in accordance with this CS EULA,
the Term shall be established by any agreement between you or your
organization and the person or organization from which you obtained the
CS.
4. Compliance with Export Laws. The CS is subject to U.S. and United Kingdom
export control laws or other (U.S., U.K., and non-U.S.) governmental
export and import laws and regulations ("Export Laws"). Notwithstanding
any other term of this CS EULA or any other CS EULA, neither you nor any
third party may exercise any of your rights under this CS EULA in
violation of any Export Law, nor may this CS EULA be transferred to any
party where doing so would result in such a violation. The terms of any
limitation on the use, transfer or re-export of the CS imposed by us in
any document for the purpose of export control shall prevail over any of
the terms and conditions in this CS EULA, but it shall be your
responsibility to comply with the latest Export Law. You represent and
warrant that neither you nor any person or entity you permit to use the CS
under this CS EULA is located in or is a permanent resident of any country
subject to any U.S. or other embargo or any country that is specially
designated by the U.S. government as a "terrorist supporting" country and
that neither you nor any person or entity you permit to use the CS under
this CS EULA is on any U.S. government list of prohibited or restricted
parties.
5. Disclaimer of Warranties. THIS SOFTWARE IS PROVIDED "AS IS AND WITH ALL
FAULTS." TO THE EXTENT PERMITTED BY LAW, WE AND OUR LICENSORS,
DISTRIBUTORS, AND RESELLERS DISCLAIM ALL WARRANTIES FOR THIS SOFTWARE,
WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT
LIMITATION, WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, DESIGN,
OPERATION, LACK OF VIRUSES, ABSENCE OF ERRORS, ACCURACY OR COMPLETENESS OF
OUTPUT, LACK OF NEGLIGENCE, SECURITY, AND FITNESS FOR A PARTICULAR PURPOSE
(EVEN IF WE HAVE BEEN INFORMED OF SUCH A PURPOSE), AND WARRANTIES ARISING
FROM ANY COURSE OF DEALING, USAGE, OR TRADE PRACTICE. YOU ACKNOWLEDGE THAT
THE PROGRAMS ARE NOT FAULT-TOLERANT AND ARE NOT DESIGNED, MANUFACTURED, OR
INTENDED FOR USE OR RESALE AS CONTROL EQUIPMENT IN HAZARDOUS ENVIRONMENTS
REQUIRING FAIL-SAFE PERFORMANCE IN WHICH THE FAILURE OF THE PROGRAMS COULD
LEAD DIRECTLY TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR
ENVIRONMENTAL DAMAGE.
6. Limitation of Liability. TO THE EXTENT PERMITTED BY LAW, NEITHER WE NOR
OUR LICENSORS, DISTRIBUTORS, OR RESELLERS SHALL HAVE ANY LIABILITY FOR ANY
DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR
PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS CS EULA, INCLUDING,
WITHOUT LIMITATION, DAMAGES FROM THRID PARTY CLAIMS, LOSS OF PROFITS, LOSS
OF DATA, INVASION OF PRIVACY, FAILURE TO MEET ANY DUTY SUCH AS GOOD FAITH
OR REASONABLE CARE, NEGLIGENCE, OR ANY OTHER LOSS, EVEN IF WE OR THEY HAVE
BEEN ADVISED OF THE POSSIBIITY OF SUCH DAMAGES.
7. Prevailing Party. If any legal or other proceeding is brought for any
breach of this CS EULA, the prevailing party shall be entitled to recover
its reasonable attorneys' fees and other costs incurred in bringing such
action or proceeding, in addition to any other relief to which such party
may be entitled.
8. Termination. This CS EULA shall terminate immediately upon the earlier of
(i) the termination of any agreement between you or your organization and
the person or organization granting you access to the CS or (ii) any breach
by you or your organization of this CS EULA or any other CS EULA to which
you or your organization is bound.
9. Effect of Termination. Upon termination of this CS EULA, you shall cease
all use of the CS.
10. Revised Terms and Conditions. New releases of the CS may be licensed
under a revised CS EULA, and such revised CS EULA shall be effective upon
your first use of such new release.
11. Miscellaneous. You shall not grant any ownership right or security
interest in the CS to any person. You shall comply with all laws
applicable to you in the jurisdiction in which you use the CS. A breach of
any provision of this CS EULA may only be waived in writing and the waiver
of such breach shall not operate or be construed as a waiver of any
subsequent breach. If any of the terms and conditions of this CS EULA
should, for any reason, be held invalid or unenforceable in any respect,
the remainder of this CS EULA shall be enforced to the full extent
permitted by law. A court of competent jurisdiction is hereby empowered to
modify the invalid or unenforceable provision to make it valid and
enforceable. If you reside or are domiciled in the Americas (including the
Caribbean and Canada), this CS EULA shall be governed by and construed in
accordance with the laws of the Commonwealth of Massachusetts and the
United States of America, without regard to conflicts of laws
principles. Such licensees agree that any dispute, controversy, or claim
arising out or relating to this CS EULA or the breach, termination, or
alleged invalidity thereof shall be subject to exclusive jurisdiction and
venue in the state and federal courts in the Commonwealth of Massachusetts
and consent to personal jurisdiction therein. If you reside or are
domiciled outside the Americas, this CS EULA shall be governed by and
construed in accordance with the laws of Sweden without regard to
conflicts of law principles. If you purchased a license outside the
Americas, any dispute, controversy or claim arising out of or in
connection with this CS EULA, or the breach, termination, or alleged
invalidity thereof, shall be finally settled by arbitration administered
by the Arbitration Institute of the Stockholm Chamber of Commerce (the
"SCC"). The Rules for Expedited Arbitrations shall apply to such
arbitrations, unless the SCC in its discretion determines, taking into
account the complexity of the case, the amount in dispute and other
circumstances, that the Arbitration Rules shall apply. In the latter case,
the SCC shall also decide whether the Arbitral Tribunal shall be composed
of one or three arbitrators. The Parties shall keep all information,
documentation, materials in whatever form disclosed in the course of such
arbitral proceeding confidential and they shall be used solely for the
purpose of those proceedings. The seat of arbitration shall be Stockholm,
Sweden. The language to be used in the arbitral proceedings shall be
English. For all licensees, the parties agree that neither the
U.N. Convention on Contracts for the International Sale of Goods nor the
provisions of the Uniform Computer Information Transaction Act ("UCITA")
as adopted or as may be adopted by any state shall apply or govern this CS
EULA or the relationship of the parties hereto. To the extent UCITA may be
deemed applicable, the parties agree to opt out of its applicability
pursuant to the opt out provisions contained therein. You may not bring
any action against us or our licensors more than two (2) years after the
cause of action accrued. To the extent permitted by law, you hereby waive
any sovereign immunity that you would otherwise be entitled to assert with
respect to any claim arising out of or relating to this CS EULA. If you
are a governmental user in a jurisdiction whose law restricts your ability
to enter into agreements regarding the terms in this Section, then such
Section shall be enforceable only to the extent permitted by applicable
law; and the applicable law for the governance and construction of this CS
EULA and the applicable jurisdiction for disputes between the parties
shall be dictated by any such legal requirement conflicting with this
Section. If you acquired the CS outside the United States, then any local
laws conflicting with the selection of applicable law and jurisdiction in
this Section shall be given precedence over this Section. While certain
portions of the CS have been obtained by us from our licensors, we are
solely responsible for providing licenses to the CS, and our licensors
have no responsibility for providing such licenses to you, no obligations
with respect to maintenance or support for the CS or for addressing claims
regarding the CS, and have made no warranties regarding the CS. Our
licensors are third party beneficiaries of this CS EULA and shall have the
right to enforce its provisions. The parties to this CS EULA hereby
confirm their desire that this CS EULA, and any documents relating
thereto, be written solely in the English language. Les parties au présent
Accord confirment leur volonté que cet Accord, ainsi que les documents s'y
rattachant, soient rédigés uniquement en langue anglaise.
12. Entire Agreement. This CS EULA shall constitute the entire agreement
between you and us concerning the subject matter hereof, except that the
COMSOL Client License Agreement shall apply to the extent you use COMSOL's
client software to access the CS, in which case this CS EULA shall take
precedence over such COMSOL Client License Agreement. All other prior,
contemporaneous, and subsequent proposals, agreements, representations,
and understandings are superseded and replaced by this CS EULA. This CS
EULA may not be changed except as provided herein in a writing signed by
you and us.
