COMSOL Runtime License Agreement 5.5
YOU ARE USING COMSOL RUNTIME (THE "RUNTIME") LICENSED BY COMSOL.
If you or your organization obtained the Runtime as part of the COMSOL
Compiler, then the COMSOL Software License Agreement that was presented upon
installation of the COMSOL Compiler add-on to COMSOL Multiphysics software
(www.comsol.com/sla) shall apply.
If neither you nor your organization obtained the Runtime as part of the
COMSOL Compiler, then the following terms and conditions of this COMSOL
Runtime License Agreement ("CRLA") shall apply.
IF YOU DO NOT ACCEPT THE APPLICABLE TERMS AND CONDITIONS, DO NOT USE THE
RUNTIME.
1. Definitions. The following words and phrases shall have the definitions
set forth below throughout this CRLA, 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 "Compiled Application" shall mean an Application that has been
compiled by the COMSOL Compiler.
c. The term "COMSOL" shall mean COMSOL AB and its parents, subsidiaries,
and affiliates.
d. The term "Confidential Information" shall mean the Runtime, 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 Runtime.
f. The term "Model" shall mean the output that is produced by using the
Model Builder feature of COMSOL Multiphysics software and/or by using the
application programming interface for such software to produce
functionality that is found in the Model Builder feature of COMSOL
Multiphysics.
g. The term "Permitted Objective" shall mean understanding the ideas and
principles which underlie any element of the Runtime.
h. The term "Runtime" shall mean this software published by COMSOL
consisting of runtime libraries required to run Compiled Applications.
i. The term "Use" shall mean to install, run, use, operate, and perform.
j. The terms "We", "Us", and "Our" shall mean COMSOL.
k. The terms "You" and "Your" shall mean the person or entity being
granted access to use the Runtime pursuant to this CRLA.
2. License Grant. During the term of the CRLA, we grant you a non-exclusive,
non-transferable (except as described herein), limited license to use the
Runtime pursuant to the terms and conditions set forth herein solely in
conjunction with Compiled Applications. Other programs you may use in
conjunction with the Runtime, including Compiled Applications, 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 Runtime, or listed under your licensed version of the
Runtime on www.comsol.com/legal/about/. Any terms contained or referenced
in the about.txt file, or listed under your licensed version of the
Runtime 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 these Terms
and Conditions.
a. Object Code. The license granted herein applies only to the object
code version of the Runtime. You shall have no rights whatsoever with
respect to the source code for the Runtime, except as expressly provided
otherwise in this CRLA with respect to certain of the Externally Authored
Programs.
b. Ownership. The Runtime is licensed and not sold. All right, title and
interest in and to the Runtime, 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 Runtime, and you
shall have no right therein, except the expressly limited license rights
granted herein.
c. Publication. To the extent permitted by the owner of the rights in a
Compiled Application where the Runtime is embedded, we grant you the
limited right to reproduce and redistribute the Runtime as embedded in
that Compiled Application; provided, however, that, if you allow others
access to or use of this Runtime, then (i) you shall not take any steps to
disable or interfere in any way with the automatic delivery of this CRLA
to those users and (ii) any terms and conditions set by you for such
Compiled Application shall not alter, amend, conflict with, or purport to
terminate this CRLA.
d. Restrictions.
i. The Runtime may not be copied or used other than as expressly
permitted by this CRLA.
ii. If you use a Compiled Application 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.
e. Reservation of Rights. You acknowledge that all rights with respect to
the Runtime, whether now or hereafter existing, which are not expressly
granted to you are reserved to us and our licensors, and any use of the
Runtime not expressly authorized by us herein shall be deemed a breach of
this CRLA. You shall not modify or create any derivative, compilation, or
collective work involving the Runtime. You shall take appropriate action
by instruction, agreement, or otherwise with any persons permitted access
to the Runtime, so as to enable you to satisfy all of your obligations
under this CRLA.
f. Use. Access to and use of the Runtime for any Compiled Application
must be in accordance with the terms and conditions of any agreement
existing between you or your organization and the owner of the rights in
the Compiled Application. To the extent permitted under those terms and
conditions you may access and use the Runtime, worldwide, for the sole
purpose of supporting the Compiled Application. 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. You shall not decompile, reverse engineer,
disassemble, isolate, separate, or otherwise attempt to derive source code
from the Runtime, except and only to the extent that such activity is
expressly permitted by applicable law notwithstanding this limitation. All
copies of the Runtime 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 Runtime. Notwithstanding anything else
set forth in this CRLA 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 Runtime, or listed
under your licensed version of the Runtime 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 these Terms and
Conditions, 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 Runtime, or listed under your
licensed version of the Runtime 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 Runtime 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 Runtime 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 Runtime in other computer languages, or for any other act
restricted by copyright in the Runtime.
h. U.S. Government. If you are acquiring this license to the Runtime 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 Runtime, 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 CRLA
under which the Runtime 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 Runtime or otherwise obligate us to modify the Runtime
or Documentation for the Government. Where the Runtime 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 Runtime), 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 Runtime 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 Runtime. 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
Runtime, in whole or in part, without prior notice, although any such
change in, or discontinuance of, the Runtime shall not abrogate your right
to continue using a previously licensed Runtime for the duration of the
Term.
3. License Term. Unless terminated earlier in accordance with this CRLA, the
Term shall continue for as long as you or your organization is authorized
to use Compiled Applications supported by the Runtime.
4. Compliance with Export Laws. The Runtime 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 CRLA or any other CRLA,
neither you nor any third party may exercise any of your rights under this
CRLA in violation of any Export Law, nor may this CRLA 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 Runtime imposed by
us in any document for the purpose of export control shall prevail over
any of the Terms and Conditions in this CRLA, 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
Runtime under this CRLA 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 Runtime under this CRLA 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 CRLA, 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 CRLA, 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 CRLA 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 Runtime or (ii) any
breach by you or your organization of this CRLA.
9. Effect of Termination. Upon termination of this CRLA, you shall cease all
use of the Runtime.
10. Revised Terms and Conditions. New releases of the Runtime may be licensed
under a revised CRLA, and such revised CRLA 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 Runtime to any person. You shall comply with all laws
applicable to you in the jurisdiction in which you use the Runtime. A
breach of any provision of this CRLA 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 should, for any
reason, be held invalid or unenforceable in any respect, the remainder of
this CRLA 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
CRLA 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 CRLA 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 CRLA
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 CRLA, 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
CRLA 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 these Terms and
Conditions. 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 CRLA 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 Runtime 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 Runtime have been
obtained by us from our licensors, we are solely responsible for providing
licenses to the Runtime, and our licensors have no responsibility for
providing such licenses to you, no obligations with respect to maintenance
or support for the Runtime or for addressing claims regarding the Runtime,
and have made no warranties regarding the Runtime. Our licensors are third
party beneficiaries of this CRLA and shall have the right to enforce its
provisions. The parties to this CRLA hereby confirm their desire that this
CRLA, 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 CRLA shall constitute the entire agreement between
you and us concerning the subject matter hereof. All other prior,
contemporaneous, and subsequent proposals, agreements, representations,
and understandings are superseded and replaced by this CRLA. This CRLA
may not be changed except as provided herein in a writing signed by you
and us.
