From Headus Docs

This is a Licensing Agreement between Science Applications International Corporation (hereinafter "SAIC"), the end user of Software, and headus (metamorphosis) Pty Ltd (hereinafter "HEADUS"), is made and entered into as of April 28, 2016 (“Effective Date”). Please read this document carefully! BY INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE, SAIC AGREES TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THE LICENSE AGREEMENT.

HEADUS owns all intellectual property in the Software. The Software is licensed, not sold. HEADUS permits SAIC to copy, download, install, use, or otherwise benefit from the functionality or intellectual property of the Software only in accordance with the terms of this agreement.

THE SOFTWARE MAY INCLUDE PRODUCT ACTIVATION AND OTHER TECHNOLOGY DESIGNED TO PREVENT UNAUTHORIZED COPYING OR USE. THE ACTIVATION TECHNOLOGY MAY PREVENT USE OF THE SOFTWARE IF THE ACTIVATION PROCESS DESCRIBED IN THE SOFTWARE AND DOCUMENTATION IS NOT FOLLOWED.

1. Grant. HEADUS, subject to the terms and conditions of this Licensing Agreement, hereby grants SAIC a nonexclusive, nontransferable right and license during the term of this Agreement to use software by HEADUS for as long as SAIC abide by the provisions stipulated herein. The term of the license is based on the amount of the licensing fee paid based on the then-current price list of HEADUS. The software may include functionality that will render it inoperable upon expiration of the license.

2. Copyright. The software specified in this Licensing Agreement is and will be the sole property of HEADUS. It is subject to copyright and as such is protected to the fullest extent allowable by law.

3. Use Limitations. SAIC may not use the software in any way which threatens or violates the owner's copyright. That includes making copies (with the exception of backup copies), reproducing, modifying, decompiling, reverse engineering, disassembling or making derivative products of the software or decoding it in any other way. All rights not expressly granted are reserved. Any copy of the software SAIC are allowed to make pursuant to this Agreement must contain the entire copyright and other notices included with the original copy of the software.

4. Transferability. This license is granted to SAIC only and as such does not permit SAIC to sell, lend, assign, lease or transfer in any other way any copy of the software to a third party, unless agreed to in writing by HEADUS prior to the transfer. Any transfer in violation of this provision is not permitted and may cause the license to be terminated with no refund of the licensing fee paid.

5.1 Demo License Installation. One identified individual may use the Software for a limited evaluation period to be determined and stated by HEADUS. SAIC may install the Software on any number of computers necessary to support that individual so long as the Software is used only by the individual. The Demo License shall terminate at the end of the stated evaluation period.

5.2 Student License Installation. One identified individual may use the Software for a period of 12 months. SAIC may install the Software on any number of computers necessary to support that individual so long as the Software is used only by the individual. The Student License shall terminate at the end of the stated period.

5.3 Hobbyist License Installation. One identified individual may use the Software indefinitely. SAIC may install the Software on any number of computers necessary to support that individual so long as the Software is used only by the individual.

5.2 Professional Ether License Installation. Each copy of the software purchased may be installed on only one computer nominated by SAIC. Under certain circumstances, and only with prior written approval from HEADUS, the Ether License may be transferred to another computer that SAIC owns. In that event, the old installation must be removed as soon as the new installation is confirmed to be working. SAIC will also need to provide a signed Letter of Destruction (LOD) confirming that the old installation has been removed.

5.4 Professional Dongle License Installation. Subject to the control of a dongle supplied by HEADUS, SAIC may install the Software on an unlimited number of computers owned by SAIC. HEADUS will replace, free of charge, any defective dongle that is returned within twelve (12) months from the date of supply. SAIC will pay for the cost of shipping the defective dongle to HEADUS, and HEADUS will pay for the cost of shipping the replacement dongle back to SAIC. All shipping will only be by carrier approved of by HEADUS prior to shipment. Failure of the dongle due to accident, abuse or misapplication absolves HEADUS from any obligation. HEADUS will NOT replace, free of charge, any dongle that is lost or stolen.

5.5. Professional Floating License Installation. Subject to the control of a single server nominated by SAIC, SAIC may install the Software on an unlimited number of workstations owned by SAIC, but only for concurrent use up to the number of floating licenses SAIC have purchased. Under certain circumstances, and only with prior written approval from HEADUS, the Licenses may be transferred to another server that SAIC owns. In that event, the old server installation must be removed as soon as the new installation is confirmed to be working. SAIC will also need to provide a signed Letter of Destruction (LOD) confirming that the old installation has been removed.

6. Limited Warranty. HEADUS guarantees that the software will correspond in general terms to the description given in the user documentation for 60 days from the date the product was purchased. Except for the foregoing, the software is provided AS IS. This limited warranty extends only to the customer as the original licensee. The warranty stated above is the only warranty given and replaces all other warranties, regardless of whether express or implied, including implied warranties of commercial aptitude and fitness for a specific purpose. In no event does HEADUS warrant that the software will operate without interruptions or be error-free or that the customer will be able to operate the software without problems. This warranty DOES NOT apply to any beta software, any software made available for testing or demonstration purposes, any temporary software modules or any software for which HEADUS does not receive a license fee. This warranty does not apply if the software (a) has been altered, except by HEADUS, (b) has not been installed, operated, repaired or maintained in accordance with instructions supplied by HEADUS. In case SAIC makes a warranty claim within the 60-day warranty period, the liability of HEADUS is limited to replacing the product or refunding SAIC the licensing fee paid.

7. Limitation of Liability. In no event shall HEADUS be liable for any consequential or special damages or lost profits, including, without limitation, consequential or special damages for work stoppage or loss of work product data caused by the use or inability to use this software, even if HEADUS has been advised of the possibility or such damages or losses. The software is not designed for high-risk applications including situations where the failure of such software would threaten lives or cause extensive material damages. Such applications include operating parts of nuclear power plants, weapon systems, equipment designed for sustaining people's basic bodily functions.

8. Indemnification.

(a) HEADUS shall defend, indemnify, and hold SAIC harmless from and against any and all damages, losses, liabilities and expenses (including reasonable attorneys’ fees) arising out of or relating to any claims, demands, causes of action, lawsuits or other proceedings, regardless of legal theory, to the extent resulting from HEADUS’s (or any of HEADUS’s subcontractors, suppliers, employees, agents or representatives) breach of this Agreement, intentional misconduct, negligence, fraud, infringement of any patent, trademark, trade secret, copyright or other intellectual property right or violation of any law or regulation.

(b) SAIC shall promptly notify HEADUS of any claim that is covered by this indemnification provision and shall authorize representatives of HEADUS to settle or defend any such claim or suit and to take charge of any litigation in connection therewith.

(c) In the event of an infringement claim covered hereunder where the goods or services or use thereof are enjoined in whole or in part, HEADUS shall at its expense and SAIC’s option undertake one of the following: (i) obtain for SAIC and its customer the right to continue the use of such goods or services; (ii) in a manner acceptable to SAIC, substitute equivalent goods or services or make modifications thereto so as to avoid such infringement and extend this indemnity thereto; or (iii) refund to SAIC an amount equal to the purchase price for such goods or services plus any excess costs or expenses incurred in obtaining substitute goods or services from another source. Notwithstanding the foregoing paragraph, when this Agreement is performed under the Authorization and Consent of the U.S. Government to infringe U.S. patents, HEADUS’s liability for infringement of such patents in such performance shall be limited to the extent of the obligation of SAIC to indemnify the U.S. Government.”

9. Responsibility for Software Updates. In order to ensure that the software functions properly, HEADUS publishes updates to this software on its web pages. These updates improve the workings of the software and remove bugs. The user is responsible for proper configuration of the software updating process to provide for the highest possible level of functional reliability.

10. Miscellaneous. This License Agreement shall be deemed to have been made and executed in the State of Western Australia and any dispute arising hereunder shall be resolved in accordance with the law of the State of Western Australia. SAIC agrees that any claim asserted in any legal proceeding by one of the parties against the other shall be commenced and maintained in any state or federal court located in the State of Western Australia, Perth, having subject matter jurisdiction with respect to the dispute between the parties. This License Agreement may be amended, altered or modified only by an instrument in writing specifying such amendment, alteration or modification, which is executed by both parties. In the event that any provision of this License Agreement shall be held by a court or other tribunal of competent jurisdiction to be unenforceable, such provision will be enforced to the maximum extent permissible and the remaining portions of this License Agreement shall remain in full force and effect. SAIC hereby acknowledges that they have read and understand the foregoing License Agreement and agree that the action of using the Software is an acknowledgment of the agreement to be bound by the terms and conditions of the License Agreement contained herein. SAIC also acknowledges and agrees that this License Agreement is the complete and exclusive statement of the agreement between HEADUS and SAIC and that the License Agreement supersedes any prior or contemporaneous agreement, either oral or written (including inconsistent statements in written materials and online help accompanying the Software), and any other communications between HEADUS and SAIC.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the Effective Date.