IMPORTANT – ALL USE OF THE GEOCOSM LLC (“GEOCOSM”) SOFTWARE PROVIDED WITH THIS AGREEMENT IS SUBJECT TO THIS LICENSE AGREEMENT (THE “AGREEMENT”).  BY CHECKING “I ACCEPT THE ABOVE LICENCE AGREEMENT”, YOU ARE AGREEING TO THIS AGREEMENT. GEOCOSM’S ACCEPTANCE IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT TO THE EXCLUSION OF ALL OTHER TERMS; IF THESE TERMS ARE CONSIDERED AN OFFER BY GEOCOSM, ACCEPTANCE IS LIMITED TO THESE TERMS.  THIS IS A LEGAL AGREEMENT BETWEEN YOU (YOUR COMPANY IF APPLICABLE) AND GEOCOSM. 

 

This Agreement applies to the object code copy of the Geocosm software known as Burial History Interpolator which accompanies this Agreement, and any subsequent Geocosm updates and bug fixes You receive for the foregoing, together with any included documentation (collectively, the "Software").

 

LICENSE GRANT. Subject to the terms and conditions of this Agreement, Geocosm hereby grants to You, and You accept, a nonexclusive, non-transferable (except as provided below), non-sublicenseable, royalty-free and perpetual license to use only for Your internal use and in accordance with the accompanying documentation the Software provided in object code form. You may copy the Software for Your internal, archival and backup purposes, provided any copy must contain all of the original Software’s proprietary notices.

 

You may not, directly or indirectly: (i) license, sublicense, sell, resell, rent, lease, distribute, time share or otherwise commercially exploit or make the Software available to any third party; (ii) decompile, disassemble, or otherwise reverse engineer or attempt to reconstruct or discover any source code or underlying ideas or algorithms of any of the Software; (iii) copy any portion of the Software except as expressly provided herein; (iv) modify, alter or create any derivative works of the Software; or (v) remove any proprietary notices or labels on the Software.

 

Geocosm reserves all rights and licenses in and to the Software not expressly granted to You under this Agreement. Except as otherwise expressly set forth in this Agreement, Geocosm will at all times retain all right, title and interest in the Software and all copies thereof.

 

NO CHARGE. The Software is provided to You at no charge. You are responsible for any federal, state, local and foreign taxes and duties, including but not limited to, sales, use, withholding and value added taxes.

 

SUPPORT. The provision of any support for the Software is at Geocosm’s sole discretion.

 

TITLE. As between the parties, Geocosm retains all right, title, and interest, including, without limitation, all intellectual property rights in and to the Software, and any copies or portions thereof. The Software is protected by the copyright laws of the United States and international copyright treaties.  The Software contains trade secrets and proprietary know-how of Geocosm and, accordingly, You will not use (except as authorized herein) or disclose the Software without Geocosm’s express prior written approval, and You will use reasonable measures to protect the Software. Any use or disclosure of the Software, or of its algorithms, protocols or interfaces is strictly prohibited.

 

DISCLAIMER OF WARRANTY. THE SOFTWARE AND ANY SERVICES UNDER THIS AGREEMENT THAT YOU RECEIVE FROM GEOCOSM ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND. GEOCOSM HEREBY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ACCURACY, OR THAT THE SOFTWARE WILL BE ERROR-FREE. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT.

 

LIMITATION OF LIABILITY. You assume the entire risk as to the quality and performance of the Software. IN NO EVENT WILL GEOCOSM BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THIS AGREEMENT OR THE USE OF THE SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

 

TERMINATION. This license is effective until terminated. You may terminate this Agreement and the license granted herein at any time by destroying or removing from Your computer all copies of the Software. Geocosm may terminate this Agreement and the license granted herein immediately if You breach any provision of this Agreement. Upon termination for any reason You will destroy or remove from Your computer and any media all copies of the Software.

 

EXPORT CONTROLS. You will comply with the U.S. Foreign Corrupt Practices Act and all applicable export laws, restrictions, and regulations of the United States or foreign agency or authority related to Your use of the Software. You will not export or allow the export or re-export of the Software in violation of any such laws, restrictions or regulations. You will obtain and bear all expenses relating to any necessary licenses and exemptions with respect to the export from the U.S. of the Software to any location so as to be in compliance with all applicable laws and regulations before delivery thereof by Geocosm.

 

GOVERNMENT RESTRICTED RIGHTS. If You are an agency, department, or other entity of the United States Government (“Government”), the use, duplication, reproduction, release, modification, disclosure or transfer of the Software, manuals, or any technical specifications, or any related documentation of any kind, including technical data (“Software and documentation”), is restricted in accordance with Federal Acquisition Regulation (“FAR”) 12.212 for civilian agencies and Defense Federal Acquisition Regulation Supplement (“DFARS”) 227.7202 for military agencies. The Software and documentation are commercial computer software and commercial computer software documentation. The use of the Software and documentation is further restricted in accordance with the terms of this Agreement, or any modification thereto.

 

MISCELLANEOUS. You may not assign or otherwise transfer this Agreement or the Software except to any affiliate or to any successor-in-interest to all or substantially all Your business or assets pertaining to the subject matter hereof. Any attempt to assign or transfer this Agreement or the Software, without such consent, will be null and void. This Agreement represents the complete agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and representations between them. Any waiver, modification or amendment of any provision of this Agreement will be effective only by a writing executed by both parties. If any provision of this Agreement is held to be unenforceable for any reason, such provision will be revised only to the extent necessary to make it enforceable. The failure of Geocosm to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. This Agreement will be governed by and construed under the laws of the State of Colorado and, without reference to conflict of laws provisions. Each party irrevocably submits to venue and exclusive personal jurisdiction in the federal and state courts in Denver, Colorado, for any disputes or claims arising out of this Agreement, and waives all objections to jurisdiction and venue of such courts; provided that nothing in this Section will restrict either party from seeking injunctive relief in a forum of its choice. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.