TGS IS WILLING TO LICENSE THE ACCOMPANYING SOFTWARE TO YOU ONLY
UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN
THE LICENSE AGREEMENT. READ THE TERMS AND CONDITIONS OF THIS LICENSE
CAREFULLY BEFORE USING THE SOFTWARE, BY USING THIS SOFTWARE, YOU
AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.
IF YOU DO NOT ACCEPT OR AGREE TO BE BOUND BY THE TERMS OF THIS
AGREEMENT, PROMPTLY RETURN THE SOFTWARE UNUSED WITHIN FIFTEEN (15)
DAYS OF PURCHASE FOR A REFUND.
1- License Grant and Title. Licensee is granted a non exclusive
and non-transferable, limited, personal license to use the enclosed
Software solely for internal business purposes and on a single computer
owned, leased or otherwise controlled by Licensee and for which
an ID password has been issued. The Licensee's right to use is limited
by this license agreement. Licensee may copy Software only for backup
purposes, only in machine readable form, marked with every notice
on the original. Ownership of Software remains exclusively with
TGS. Licensee agrees not to assign, sub-license, transfer, pledge,
lease, rent, or share Licensee's rights under this license agreement.
2- Confidentiality. Software is confidential and proprietary information
of TGS and/or its licensors. Licensee agrees to take adequate steps
to protect Software from unauthorized disclosure, copying, or use.
3- Limited Warranty. TGS warrants that for a period of ninety (90)
days from the date of purchase, as evidenced by a copy of the receipt,
the media on which the Software is furnished will be free of defects
in materials and workmanship under normal use. Otherwise, the Software
is provided " AS IS " without a warranty of any kind.
This warranty extends only to the Customer as the original licensee.
Customer's exclusive remedy and TGS's entire liability under this
limited warranty will be, at TGS's option, to repair or replace
the Software, or refund the license fee paid upon return of the
Software.
4- Disclaimer of Warranty. TGS DISCLAIMS ALL OTHER WARRANTIES, EXPRESSED
OR IMPLIED WITH RESPECT TO SOFTWARE INCLUDING ALL IMPLIED WARRANTIES
OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR USE. TGS SHALL NOT
BE LIABLE FOR ANY SPECIAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL
DAMAGES RESULTING FROM USE OF SOFTWARE UNDER ANY CIRCUMSTANCES.
TGS DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN SOFTWARE WILL
OPERATE IN THE COMBINATION LICENSEE SELECTS OR THAT OPERATION OF
SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE.
5- Defense. TGS will defend or settle any action brought against
Licensee to the extent based on a claim that Software, used within
the scope of the license, infringes any French copyright or patent
and will pay the cost of settlement or judgment attributable to
such claim provided Licensee gives prompt notice to TGS of such
claim and cooperates with TGS in the defense or settlement. If TGS
believes Software is likely to be the subject of an infringement
claim it may elect to replace or modify it to make it noninfringing
or terminate the Agreement on written notice to the Licensee. If
TGS terminates, Licensee will be given a prorata credit for the
prepaid license fee. TGS shall have no obligation to defend (or
any other liability) to the extent any claim involves anything other
than the current, unaltered, Software release if such would have
avoided infringement or use of Software in combination with non-TGS
programs or data. The foregoing states the entire obligation and
liability of TGS with respect to infringement of any copyrights
or patents by Software.
6- Liability Limitations. TGS's aggregate liability for damages
to Licensee for any causes whatsoever, regardless of the form of
action, shall be limited to the amount of license fees paid TGS
by Licensee under this license agreement.
7- Licensee Indemnity. Except as provided in Paragraph 5, Licensee
shall indemnify and hold TGS harmless from all costs, including
attorney's fees, arising from Licensee's use of Software.
8- Termination. This license is effective until terminated. Licensee
may terminate this License by destroying all copies of the Software
including accompanying documentation. This License will terminate
immediately without notice from TGS if Licensee fails to comply
with any provision of this License. Upon termination, Licensee must
destroy all copies of Software.
9- Export Regulations. Licensee shall (i) comply with all French
laws and regulations pertaining to security and export controls,
and (ii) not export Software without the required government approvals.
10- Law. This Agreement shall be governed by French laws, exclusive
of its conflicts of laws, and any suit under this Agreement shall
exclusively be brought in a state court of Bordeaux, France.
11- Maintenance. TGS will provide Software maintenance during the
standard warranty period. Information provided as part of maintenance
will be deemed Software and be subject to this Agreement. Any changes
or additions to Software except by TGS shall immediately release
TGS from maintenance obligation. Maintenance for subsequent time
periods will be provided, as available, in accordance with TGS's
then current terms and charges. All notices of Software malfunctions
shall be in writing with details sufficient for TGS to diagnose
or reproduce said failure.
While maintenance is in effect, provided the Licensee complies with
TGS Software update procedures, TGS will (i) use reasonable efforts
to correct performance variances between Software and the Reference
Manual/User's guide description, (ii) distribute corrected versions
at the time of normal distribution of a new release or update; (ii)
notify Licensee 90 days prior to the removal of a version of Software
from " current status "; (iv) provide optional hotline
telephone service to a designated site coordinator to assist Licensee's
use of Software. TGS will send Software necessary for Licensee to
implement corrections or new releases but installation on Designated
Equipment is Licensee's responsibility.
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