These Terms of Service must be read in conjunction with and incorporate the terms of the End User Licence Agreement. References to “Software” in the End User Licence Agreement include “VOXI” (as defined in these Terms of Service).
Where there is any inconsistency between these Terms of Service and the End User Licence Agreement, these Terms of Service will apply.
Background
Seequent has developed and provides a cloud-based geophysical inversion service (VOXI) which operates as an extension to Oasis montaj. VOXI will calculate the distribution of physical parameters in the earth using an observed set of geophysical measurements and set of parameter controls and constraints.
Definitions
Authorised Users: those employees and independent contractors of the Licensee who are Entitled to use VOXI and any third party that the Licensee permits to be an Authorised User.
Licensee Data: the data input to VOXI by the Licensee or Authorised Users, or by Seequent on the Licensee’s behalf.
Material: any messages, files, data, software, images, photographs, code, and other materials uploaded to VOXI by an Authorised User.
Oasis montaj: means the Oasis montaj proprietary software, more information is available here.
Pay-As-You-Go Access: access to VOXI on a ‘pay per model basis’.
VOXI Subscription: access to VOXI on a continuous basis for a fixed period and fixed service level for a single named Authorised User.
Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
Access
The Licensee must have both a current licence for Oasis montaj and a current licence to use VOXI to access and use VOXI.
Use of VOXI
In relation to the use of VOXI:
a. Subject to these Terms of Service, Seequent grants to the Licensee a non-exclusive, non-transferable licence to allow Authorised Users to access and use VOXI.
b. the Licensee shall not store, distribute or transmit any Virus, or any Material through VOXI that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; or promotes unlawful violence, discrimination based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activities.
c. the rights granted under this clause are granted to the Licensee only and shall not be considered granted to any subsidiary or holding company of the Licensee unless expressly agreed by Seequent.
d. the Licensee shall not:
i. access all or any part of VOXI in order to build a product or service which competes with VOXI;
ii. make VOXI available to third parties except where the Licensee permits any customer or associate of the Licensee to become an Authorised User for the purposes of receiving services from the Licensee; or
iii. transfer, temporarily or permanently, any of its rights under these Terms of Service; or
iv. attempt to obtain, or assist third parties in obtaining, unauthorised access to VOXI.
e. where the Licensee has purchased a VOXI Subscription, the Licensee will use VOXI subject to the Fair Use Policy (see below).
f. where the Licensee has purchased Pay-As-You-Go Access, use of VOXI is subject to the VOXI Refund Policy (see below).
Fair Use Policy – VOXI Subscriptions
It is our policy that all use of VOXI should be reasonable and not excessive so that all users are able to access and use VOXI in accordance with their licences. We may apply this Fair Use Policy where in our reasonable opinion your usage, or an Authorised User’s usage, of VOXI is excessive and/or unreasonable as detailed in this section.
We have developed this Fair Use Policy by reference to average customer profiles and estimated usage of VOXI. If your usage of a service materially exceeds estimated use patterns or is inconsistent with normal usage patterns, then your usage will be excessive and/or unreasonable.
If your usage is excessive and/or unreasonable we may request that you stop or alter your usage to come within our Fair Use Policy.
If your excessive or unreasonable usage continues after we ask you to stop or alter the nature of such usage, we may without further notice, suspend, modify, or restrict your use of VOXI.
No Refund Policy – Pay-As-You-Go Access
This Refund Policy applies to use of VOXI via Pay-As-You-Go Access. Fees for Pay-As-You-Go Access are incurred by the Licensee immediately upon submission of Licensee Data to VOXI irrespective of the period it takes for the data to be processed by VOXI. The Licensee will not be entitled to a refund on any fees where it purports to cancel any service following submission of the Licensee Data to VOXI.
Licensee Data
The Licensee shall own all rights, title, and interest in and to all of the Licensee Data and Material and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Licensee Data and Material.
In the event of any loss or damage to Licensee Data or Material, the Licensee’s sole and exclusive remedy shall be for Seequent to use reasonable commercial endeavours to resupply the VOXI services. Seequent shall not be responsible for any loss, destruction, alteration or disclosure of Licensee Data or Material caused by any third party (except those third parties sub-contracted by Seequent to perform services related to Licensee Data or Materia or to undertake maintenance and back-up).
Modifications and Service Interruptions
Seequent does not warrant that the Licensee’s use of VOXI will be uninterrupted or error-free or that any defects will be corrected. Seequent will not be liable for service interruptions or any other service failures.
Seequent may interrupt services to perform maintenance to VOXI or to address or mitigate the effects of security breaches, virus attacks, denial of service attacks, or other intentional interferences by third parties. Seequent will exercise reasonable efforts to inform you before interrupting your use of VOXI and to repair or reinstate VOXI services promptly.
Seequent reserves the right to do any of the following, at any time, without notice: (1) to modify, suspend or terminate operation of or access to VOXI, for any reason; (2) to modify or change VOXI, and any applicable policies or terms; and (3) to interrupt the operation of VOXI, as necessary to perform routine or non-routine maintenance, error correction, or other changes.
If your use of VOXI is interrupted by Seequent your sole remedy is for Seequent to re-perform the services.
Limitation of Liability
Except as expressly and specifically provided in these Terms of Service:
a. the Licensee assumes sole responsibility for results obtained from the use of VOXI by the Licensee, and for conclusions drawn from such use. Seequent shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Seequent by the Licensee in connection with VOXI, or any actions taken by Seequent at the Licensee’s direction; and
b. all warranties, representations, conditions, and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these Terms of Service.