Version 1, last updated 2 June 2021

IMPORTANT NOTICE TO ALL USERS

By downloading, installing or using this software, you agree to these Product User Terms, which form a legal agreement between you and Seequent.
If you do not agree to these Product User Terms, you must discontinue the download, installation or use of the software.

1. What You Can and Cannot Do with This Software Product

1.1 Licence to use our Software Product: Where an organisation or other third party (Customer) has provided you access to software provided by us (Software Product), you may be entitled to access and use our Software Product as an Authorised User. The Customer may invite or revoke an individual’s status as an Authorised User on the terms and conditions of the Customer’s agreement with us.

1.2 You must use this Software Product in accordance with:

a. the agreement between Seequent and Customer for the purchase of a licence to use this Software Product (which agreement is referred to here as the Licence)
b. these Product User Terms and such other user terms as you agreed or will agree with respect to the creation and use of your Seequent ID; and
c. the Product Terms that can be found here: https://www.seequent.com/legal-privacy/, and Licence as communicated to you by the Customer (together, Customer Terms).

1.3 To access and use our Software Product, you must have a Seequent ID or a valid dongle. By accessing or using this Software Product, you agree:

a. that the Customer has authorised you to use this Software Product;
b. to use this Software Product in accordance with the Customer Terms and these Product User Terms; and
c. that you have the capacity, and all necessary powers and authorisations, to enter into and carry out the obligations under these Product User Terms.

1.4 You may:

a. download, install or use this Software Product on a device provided by you or the Customer for the Customer’s internal business purposes in accordance with the Customer Terms;
b. receive and use any free supplementary software code or update of this Software Product incorporating “patches” and corrections of errors as may be provided by Seequent from time to time in accordance with the Customer Terms; and
c. use any documents supporting the use of this Software Product permitted under the Product Terms and make one copy of the documents as reasonably necessary for their lawful use.

1.5 You must not:

a. translate, adapt or modify this Software Product or, if applicable, any dongle issued to you by Seequent for licensing purposes, or do anything to circumvent the operation of this Software Product or a dongle, or combine or integrate this Software Product or a dongle with any other product;
b. separate any component or part of this Software Product or a dongle for use on more than one computer;
c. provide access to this Software Product to any unauthorised third party by any means, including sharing log in or identity information (including your Seequent ID) or sharing any licensing device (such as a dongle), lend, rent, lease, transfer, assign or deal in this Software Product, any documents or a dongle or your Seequent ID without the prior written consent of Seequent;
d. make alterations to, or modifications of, the whole or any part of this Software Product, nor permit this Software Product or any part of it to be combined with, or become incorporated in, any other programs; or
e. disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of this Software Product, nor attempt to do any such thing except to the extent expressly permitted by law.

1.6 You agree to access and use this Software Product in a manner that complies with all applicable laws and regulation. You agree not to:

a. damage or harm this Software Product or any underlying or connected network or system;
b. introduce any virus, trojan horse or other malicious code (Virus) to this Software Product;
c. upload any content to this Software Product that infringes these Product User Terms or any law;
d. upload any content to this Software Product that infringes the intellectual property rights or confidentiality of any third party; or
e. use any Virus, software programme, algorithm, methodology or other automatic devices, including any spider, robot, scraper, or otherwise, to copy this Software Product, or overwrite, monitor, collect or harvest any data, information or content found in this Software Product, or use any manual process for the same purpose(s).

1.7 When using this Software Product, you agree not to upload or post any inappropriate data, messages, text, images, files or other material or other content (for example, content which is incorrect, defamatory, obscene, offensive, breaches any law or the rights of any individual, promotes our competitors’ products or otherwise reflects adversely on us). We reserve the right to determine in our absolute discretion whether any such content is inappropriate and to take down any content at any time or block your access to this Software Product or any part of it, without notice.

 

2. Intellectual Property Rights

2.1 You acknowledge that the intellectual property rights in this Software Product is vested in one or more members of the Seequent Group and that you have no rights in or to this Software Product other than the right to use it in accordance with the terms of the applicable Licence. You must maintain all intellectual property notices appearing on this Software Product, or any dongle and must not remove them. You must notify us immediately in writing if you know of any circumstances that suggest that any person may have unauthorised knowledge, possession or use of this Software Product or any dongle. You acknowledge that you have no right to access this Software Product in source code form.

2.2 You will promptly provide us with written notice if you have knowledge of a claim or the likelihood of a claim by a third party that this Software Product infringes that third party’s intellectual property rights.

2.3 When an Authorised User (including you) submits content, information or other data owned by our Customers to our services (Customer Data), you acknowledge and agree that ownership of Customer Data shall remain with the Customer.

3. Beta Products

3.1 If this Software Product is a beta product, it may contain errors or inaccuracies and may not function in the same manner as commercially available products. With respect to beta products, you acknowledge and agree that the beta product is provided on an “as is” basis without any warranty of any kind. Seequent is under no obligation to provide support for the use of a beta product.

4. Amending the Terms

4.1 We reserve the right to periodically add to, change, or update these Product User Terms without notice. Once published, any new terms will become effective and binding.

5. Right To Suspend Licence

5.1 If you or the Customer breaches any material term of use or Licence term with respect to the use of this Software Product, Seequent may block your access to this Software Product until the breach is remedied.

6. Limitation of Liability

6.1 You acknowledge that this Software Product operates in a predictive manner relative to input and that Seequent has no control over the collection, use or interpretation of input. You assume sole responsibility with respect to the use and the results of the use of our Software Product and any related documents in terms of correctness, accuracy, reliability and performance, and the conclusions drawn from such use. Furthermore, you acknowledge that this Software Product has not been developed to meet any individual requirements. It is your responsibility to ensure that the facilities and functions of our Software Product meet your requirements.

6.2 Seequent shall have no liability for any damage caused by error or omissions in any information, instructions or scripts provided to Seequent by you or the Customer authorising your use in connection with this Software Product or any actions taken by Seequent at your or the Customer’s direction.

6.3 To the extent permitted by law, we (including any of our directors, employees, officers, affiliates, agents or suppliers) will not be liable to you and/or any third party for any loss or damage (including, but not limited to, direct, indirect, incidental, special, punitive, consequential, lost profits, lost revenues, or similar economic loss, whether in contract, tort or otherwise) suffered by you.

6.4 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 Product User Terms.

7. Indemnity

7.1 You agree to indemnify and hold harmless Seequent, its officers, directors, employees and agents for any costs, losses, expenses, damages suffered by us arising out of your failure to comply with these Product User Terms including, but not limited to, any breach of clauses 1.4 to 1.7.

8. Waiver and Severability

8.1 The failure of Seequent to exercise or enforce any rights or provisions in these Product User Terms shall not constitute a waiver of such right or provision. If any part or provision of these Product User Terms is found to be unenforceable, such part or provision may be modified to make the Product User Terms as modified legal and enforceable. The balance of the Product User Terms shall not be affected.

9. Sanctions and Export Control
You must not use our Software Product in violation of any export or trade embargo laws that apply to you if you are located in a sanctioned country or you are on a sanctioned persons list. We may also restrict the countries from which you can purchase any of our Software Product if we consider there are other legal or regulatory risks or we are unable to process online payments in your location. If you attempt to purchase Software from a restricted country by circumventing these restrictions, your Licence will become invalid. In all other circumstances, we may block your access to the Software Product or refuse to process a payment at our sole discretion.

10. Governing Law
10.1 These Product User Terms and any disputes arising out of in connection with the use and access of this Software Product will be governed exclusively by the laws of the country or state (as appropriate) where the Seequent entity that entered into the Licence with the Customer is domiciled without regards to conflicts of laws rules.