TUFLOW SOFTWARE LICENCE AGREEMENT - Halcrow

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2Software UpgradesandSupportBMT WBM will invoice the Licensee annually around June for the SoftwareUpgrades and Support Fee for TUFLOW and for the miTools. Should theLicensee wish to cancel the annual Software Upgrades and Support Fee, BMTWBM must be advised in writing via email to sales@tuflow.com, and a creditnote will be issued to cancel the invoice.The TUFLOW Software Upgrades and Support Fee is 15% of the prevailingpurchase price on all licences purchased to date by the Licensee (not includingrentals).Provided that the Licensee pays the TUFLOW Software Upgrade and SupportFee, BMT WBM will provide access to new releases of TUFLOW once testedwithin BMT WBM, will provide support that is limited to installing and setting upthe TUFLOW software, and will provide responses to minor TUFLOW modellingqueries provided the Licensee has previously undergone training in the use ofTUFLOW (for training in the use of TUFLOW, see Training below). The supportincludes the provision of advice in relation to minor questions on TUFLOWfunctionality, models, modelling techniques and associated data. The support isnot a substitute for training (this advice is covered under ongoing training – seeTraining below).The miTools Software Upgrades and Support Fee is 5% of the prevailingpurchase price of all TUFLOW licences purchased to date by the Licensee.Provided that the Licensee pays the miTools Software Upgrade and SupportFee, BMT WBM will provide access to new releases of miTools once testedwithin BMT WBM, will provide support that is limited to installing and setting upthe software, and will provide responses to minor miTools use queries providedthe Licensee has previously undergone training in the use of TUFLOW (fortraining in the use of TUFLOW, see Training below). The support includes theprovision of advice in relation to minor questions on miTools functionality,techniques and associated data manipulation. The support is not a substitute fortraining (this advice is covered under ongoing training – see Training below).BMT WBM will fix any software bugs free-of-charge, but reserves the right todecide whether a particular issue is in fact a "bug".BMT WBM is very open to constructive suggestions for new features.2. RECOMMENDED SUPPLEMENTSSoftware(not supplied byBMT WBM):As TUFLOW is purely a computational engine, the Licensee requires additionalsoftware to develop and view TUFLOW models and output. For furtherinformation visit the links below or contact sales@tuflow.com.http://www.tuflow.com/Description_InterfaceOptions.htmhttp://www.tuflow.com/Joint_Ventures.htmHardware (notsupplied byBMT WBM):For larger 2D/1D models, BMT WBM recommends later PC chips with aminimum of 512Mb (recommend 2Gb) RAM and large HDD.TUFLOW Licence Agreement.doc December 2008
3Training (may besupplied byBMT WBM):BMT WBM highly recommends initial and ongoing training in TUFLOW (whichincludes the use of miTools), and suggests that this is indispensable for effectiveuse of TUFLOW. Frequent use of support (see Software Upgrades and Supportabove) is not a substitute for training.3. GENERAL TERMSInitial training takes two days to a week, depending on the level of expertise in2D modelling and GIS, and the size of the group. Ongoing training isrecommended to keep up to date on the latest developments and for refiningTUFLOW modelling skills. BMT WBM will provide TUFLOW specialists todeliver the training in the use of TUFLOW on a time and expenses basis. WhereBMT WBM trainers are not available, other experienced TUFLOW modellers ororganisations offering training services may be recommended (contactsupport@tuflow.com).Hourly rates for TUFLOW specialists are available upon request. Expenses incura surcharge of 10%.While BMT WBM will accept bookings for training within six months of supplyinga Licence, BMT WBM cannot guarantee that training will be available thereafter.The Licensee:3.1 must not assign or sub-license the Licence or any of the Licensee's rights under thisAgreement, or permit any person other than the Licensee's officers, employees or subcontractorsto use TUFLOW and/or miTools, without the prior written permission of BMT WBM;3.2 must not alter, decompile, disassemble, reverse-engineer or otherwise attempt to discover thesource code of TUFLOW;3.3 must make all payments to BMT WBM in AU$ (unless otherwise indicated on the invoice), bydirect deposit to a bank account nominated by BMT WBM, by credit card transaction, or asotherwise directed by BMT WBM from time to time, within 30 days of receiving an invoice fromBMT WBM;3.4 upon receipt of payment or purchase order from the Licensee, BMT WBM will issue by couriera TUFLOW Software Lock (USB Key), or make available from an ftp site, software to upgradean existing TUFLOW Software Lock;3.5 must, subject to 3.11 and 3.12 below, release and indemnify BMT WBM from and against allliabilities, claims, damages, suits, expenses, causes of action, injuries or losses (howsoevercaused, including as a result, directly or indirectly, of any negligent act or omission or breach ofduty by BMT WBM or any other person) brought by any person (including the Licensee andany third parties) arising in any way from the exercise by the Licensee of its rights under thisAgreement or use by any person of copies of TUFLOW and/or miTools licensed under thisAgreement; and3.6 may (by written notice) order or request to rent additional Licences/Software Locks as set outin the Schedule in the TUFLOW Price List available from http://www.tuflow.com/Prices.htm,provided that BMT WBM will not be obliged to supply such items if BMT WBM has ceased tosupply such items in the ordinary course of its business.TUFLOW Licence Agreement.doc December 2008
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TUFLOW SOFTWARE LICENCE AGREEMENT - Halcrow

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