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LICENSE.txt
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LICENSE.txt
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PDS Open Source WITSML™ Product License Agreement
http://www.pds.group/WITSMLstudio/OpenSource/ProductLicenseAgreement
This Product License Agreement between Licensee and PDS Americas LLC
describes the terms and conditions governing Licensee's use of software and
related content, together "Product", that may be downloaded from the
following websites or otherwise obtained from PDS:
http://www.pds.group/WITSMLstudio/OpenSource
http://www.github.com/pds-technology
This License Agreement is derived from the Energistics Product License
Agreement, available from:
http://www.energistics.org/product-license-agreement
WITSML is a trademark of the Energistics Consortium, Inc. The WITSML and
Energistics Transfer Protocol Standards are products of Energistics. The use
of the WITSML and Energistics Transfer Protocol Standards by PDS is governed
by the Energistics Product License Agreement and the policies of Energistics.
1. Definitions.
(a) The term "Product" includes all copies of documents, digital data,
software, and other materials as identified on the download link, Web
page, or other packaging, both distinct parts and composite packages
thereof.
(b) "PDS" or "we" means Petrotechnical Data Systems International Holding
B.V. and its affiliates including PDS Americas LLC.
(c) "You" means the natural person using or downloading the Product (and
"your" should be construed accordingly).
2. ACCEPTANCE. BY RECEIVING, ACCESSING, DOWNLOADING OR USING THE PRODUCT, YOU
ACKNOWLEDGE THAT YOU HAVE READ ALL OF THE TERMS AND CONDITIONS OF THIS
AGREEMENT, UNDERSTAND THEM, AND AGREE TO BE BOUND BY THEM. WE RECOMMEND
THAT YOU PRINT A COPY OF THIS AGREEMENT FOR YOUR RECORDS.
IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, YOU MUST NOT
ACCESS, DOWNLOAD, INSTALL OR USE THE PRODUCT.
YOU HEREBY REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND
YOUR ORGANIZATION, IF ANY, TO BE THE "LICENSEE" REFERRED TO IN THIS
AGREEMENT. IF NO SUCH ORGANIZATION EXISTS, THEN YOU INDIVIDUALLY SHALL BE
DEEMED TO BE THE "LICENSEE".
LICENSEE SHALL BE LIABLE FOR ANY FAILURE BY EMPLOYEES AND THIRD PARTY
CONTRACTORS THAT PROVIDE SERVICES TO LICENSEE TO COMPLY WITH THE TERMS OF
THIS AGREEMENT.
3. Intellectual Property.
(a) Authorized Rights. Subject to the terms and conditions set forth in
this Agreement, PDS Americas LLC grants to Licensee and Licensee
accepts a non-exclusive, non-transferable, worldwide license to use,
display, modify and create derivative works prepared from the Product
("Derivative Works"), and to distribute, market and license such
Derivative Works in both source code and object code form with respect
to software, under terms and conditions consistent with the terms and
conditions of this Agreement. Licensee shall not distribute, market or
sell the Product in its unmodified or stand-alone form.
(b) Rights in Derivative Works. Licensee shall own all rights in
modifications and derivative works of the Product prepared by or for
Licensee. All rights in the Product, or any portion thereof, which
remain in any such modification or derivative work, shall remain with
PDS Americas LLC or its supplier and shall remain subject to the terms
of this agreement. Each copy or portion of the Product (including each
Derivative Work) shall include the intellectual property notice or
notices appearing in or on the corresponding portions of such
materials as published and/or provided by PDS Americas LLC hereunder.
(c) Trademarks. Licensee shall not use, display or register any
identifying mark, trademark, service mark or domain name owned by, or
used to identify any product or service of, PDS Americas LLC for any
reason, whether in the name of any Derivative Work or otherwise,
except that Licensee shall be required, in each copy of each
Derivative Work, and in its documentation and marketing material for
each Derivative Work, to include the following notification visibly
and prominently:
"This product uses open source WITSML™ technology developed by PDS"
(d) Title. Title, ownership and all intellectual property rights in and to
the Product shall remain with PDS Americas LLC and/or its suppliers.
4. DISCLAIMER OF WARRANTY. THE PRODUCT IS PROVIDED FREE OF CHARGE, AND,
THEREFORE, ON AN "AS IS" BASIS, WITHOUT WARRANTY OF ANY KIND, INCLUDING
WITHOUT LIMITATION THE WARRANTIES THAT IT IS FREE FROM DEFECTS,
MERCHANTABLE, FIT FOR A PARTICULAR PURPOSE OR NON-INFRINGING. THE ENTIRE
RISK AS TO THE QUALITY AND PERFORMANCE OF THE PRODUCT IS BORNE BY
LICENSEE. SHOULD THE PRODUCT PROVE DEFECTIVE IN ANY RESPECT, LICENSEE AND
NOT PDS AMERICAS LLC OR ITS SUPPLIERS OR RESELLERS ASSUMES THE ENTIRE COST
OF ANY SERVICE AND REPAIR. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN
ESSENTIAL PART OF THIS AGREEMENT. NO USE OF THE PRODUCT IS AUTHORIZED
HEREUNDER EXCEPT UNDER THIS DISCLAIMER.
5. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
LAW, IN NO EVENT WILL PDS AMERICAS LLC OR ITS SUPPLIERS BE LIABLE FOR ANY
PUNITIVE, EXEMPLARY, MULTIPLE, INDIRECT, SPECIAL INCIDENTAL OR
CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE
PRODUCT, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK
STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL
DAMAGES OR LOSSES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, AND
REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE)
UPON WHICH THE CLAIM IS BASED.
IN ANY CASE, PDS AMERICAS LLC'S ENTIRE LIABILITY UNDER ANY PROVISION OF
THIS AGREEMENT SHALL NOT EXCEED IN THE AGGREGATE THE SUM OF TEN U.S.
DOLLARS, WITH THE EXCEPTION OF DEATH OR PERSONAL INJURY CAUSED BY THE
NEGLIGENCE OF PDS AMERICAS LLC TO THE EXTENT APPLICABLE LAW PROHIBITS THE
LIMITATION OF DAMAGES IN SUCH CASES. SOME JURISDICTIONS DO NOT ALLOW THE
EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS
EXCLUSION AND LIMITATION MAY NOT BE APPLICABLE.
6. Termination. This agreement is effective until terminated. The Licensee
may terminate it at any time. In addition, without prejudice to any other
rights, upon a material breach of the obligations under this Agreement by
Licensee, PDS Americas LLC shall have the right, upon written notice to
Licensee, to terminate this Agreement if Licensee fails to cure such
breach within thirty (30) days after receipt of written notice thereof.
Upon termination, Licensee shall delete all copies of the Product in its
possession and control and cease all use and distribution of the Product,
and any Derivative Works thereof, including all documents, software, and
other materials, and erasing all copies residing on computer equipment.
Any sublicenses for Derivative Works distributed prior to termination
shall survive termination of this Agreement.
7. Export. Licensee shall not export or re-export the Product except in
compliance with United States export laws and regulations.
8. Governing Law. This agreement shall be governed by the laws of the State
of Texas, without reference to its choice of law rules, and excluding any
application of the United Nations Convention on Contracts for the
International Sale of Goods.
9. GENERAL.
(a) This Agreement constitutes the entire agreement between the parties
concerning the subject matter hereof provided that this Agreement
shall be superseded by any written, signed agreement between the
parties relating to the Products no matter when executed.
(b) This Agreement may be amended only by a writing signed by both
parties.
(c) If any provision in this Agreement should be held illegal or
unenforceable by a court having jurisdiction, such provision shall be
modified to the extent necessary to render it enforceable without
losing its intent, or severed from this Agreement if no such
modification is possible, and other provisions of this Agreement shall
remain in full force and effect.
(d) The language of this Agreement is English.
(e) A waiver by either party of any term or condition of this Agreement or
any breach thereof, in any one instance, shall not waive such term or
condition or any subsequent breach thereof.
(f) This Agreement shall be binding upon and shall inure to the benefit of
the parties, their successors and permitted assigns.