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End User Licence Agreement




This program is licensed by Applied Seismology Consulting Ltd (Company registration number 03457130) of 34-35 Butcher Row, Shrewsbury, Shropshire, SY1 1UW ("Licensor") which owns all intellectual property in the program. Licensor permits the user ("Licensee") to use the program only in accordance with the terms of this agreement. Licensee assumes responsibility for the selection of the program to achieve its intended results and for the installation of the program, the use of and the results obtained from the program.


1.1 In this Agreement:

"Designated Use" means the Licensed Product shall be used only for Licensee's own internal computing requirements by individuals who are Licensee's scientists and engineers, and technical professionals for commercial products and services.

"Documentation" means any user guides, operating manuals or other information supplied to Licensee by Licensor in relation to user guidance or operation of the program.

"Licensed Product" means the program and the Documentation and includes any modified or updated or corrected version or replacement of the program or Documentation provided to Licensee by Licensor pursuant to this Agreement and any part of any of the foregoing.

"Person" includes any body corporate or unincorporate, any organisation, body or association, any governmental body or authority or any other entity.

"Use" means installing, accessing, storing, displaying, copying and using the Licensed Product for the purposes of Licensee's business in accordance with this Agreement.

"Working day" means any day of the week other than a Saturday or Sunday or a public holiday in England.

1.2 Unless the context otherwise requires, any reference to the singular includes the plural and vice versa.

1.3 General works will not be given a restrictive interpretation because they are preceded or followed by words indicating a particular class of acts, matters or things.


2.1 Nonexclusive License. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee, and Licensee hereby accepts from Licensor, a perpetual, standard seat (two instances), non-concurrent, non-exclusive, non-transferable and non-assignable license (the "License") to Use the Licensed Product for purposes of the Designated Use. This Agreement does not grant to Licensee any title or right of ownership in or to the Licensed Product.

2.2 Licensee will only be licensed to Use the Documentation in connection with the Designated Use of the Licensed Product.

2.3 InSite Seismic Processor (with the exception of InSite-Lite, the Demonstration Version, see below) is secured software and requires a hardware or digital key to execute the code. Title to the hardware or digital key(s) associated with a License belongs to Licensor. Licensee is wholly responsible to maintain and safeguard the hardware key. Licensor reserves the right to determine the cost of replacing a lost or stolen hardware key, up to and including the cost of a new license. The Licensor will supply to licensee the current cost of replacing a lost or stolen key upon request.

2.4 A standard seat license allows up to two users/instances of the program to run on a single computer or one user on two computers, for example the user's desktop and laptop computers. Digital licences are linked to a single computer.

2.5 Licensee may make one copy of the program for backup only in support of such use, provided the backup copy is not installed or used on any computer. Licensee may use the Documentation in support of the Use permitted under clause 2.4 and make up to 2 copies of the Documentation as are reasonably necessary for its lawful use.

2.6 Licensee must not use, copy, modify, or transfer the Licensed Product, or any copy, in whole or part, except as expressly provided in this Agreement. Licensee must not reverse engineer, decompile, or disassemble the program nor create any derivative works based on all or any part of the program nor attempt to do any such thing except to the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the program with another software program, and provided that the information obtained by Licensee during such activities:

a) is used only for the purpose of achieving inter-operability of the program with another software program; and

b) is not unnecessarily disclosed or communicated to any third party without Licensor's prior written consent; and

c) is not used to create any software which is substantially similar to the program.

2.7 Licensee undertakes to Licensor that it will only Use the Licensed Product for the Designated Use and for the purposes of Licensee's business.

2.8 The Licensed Product must not be shared, installed, or used concurrently on different computers or provided or made available in any form to any person other than Licensee's employees or other personnel without Licensor's prior written consent.

2.9 Licensee undertakes to keep all copies of the Licensed Product secure and to maintain accurate and up to date records of the number and locations of all copies of the Licensed Product.

2.10 Licensee undertakes to include the copyright notice of Licensor on all entire and partial copies it makes of the Licensed Product on any medium.

2.11 Licensee must permit Licensor and its representatives, at all reasonable times and on reasonable advance notice, to inspect and have access to any premises at which the Licensed Product is being kept or used, to the computer equipment located there, and to any records kept pursuant to this Agreement, for the purpose of ensuring that Licensee is complying with the terms of this Agreement.


3.1 The License is effective until terminated (if applicable). Licensee may terminate it any time by giving written notice of termination to Licensor and complying with the provisions of clause 3.3.

3.2 Licensor may terminate this Agreement immediately if:

a) Licensee fails to comply with any of the provisions of this Agreement and, in the case of any non-compliance which is capable of being rectified, does not rectify such non-compliance within 14 days after the service of notice of the non-compliance on Licensee; or

b) Licensee convenes any meeting of creditors or makes any composition or arrangement with its creditors or is unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986) or passes a resolution for winding up or a petition for winding it up is made against it or a winding up order is made in respect of it or it is otherwise dissolved; or

c) Licensee has an administrative receiver or receiver and/or manager appointed over the whole or part of its assets or undertaking or an administrator or supervisor is appointed in respect of it or any encumbrancer takes possession of any part of its assets or undertaking; or

d) Licensee being an individual commits any act of bankruptcy or compounds with his creditors or comes to any arrangements with any creditors; or

e) Licensee is unable to pay its debts and liabilities within the meaning of section 123 or section 268 of the Insolvency Act 1986; or

f) Licensor has reason to believe Licensee is suffering or likely to suffer serious adverse financial difficulties or has acted in some way which is materially detrimental to Licensor's or Licensee's goodwill and reputation.

3.3 Upon termination of this Agreement for any reason:

a) All rights granted to Licensee under this Agreement shall immediately cease;

b) Licensee must immediately cease all activities authorized by this Agreement;

c) Licensee must immediately pay to Licensor any sums due to Licensor under this Agreement;

d) Licensee must immediately delete or remove the Licensed Product from all computer equipment in its possession or under its control, immediately destroy or return to Licensor (at Licensor's option) all copies of the Licensed Product then in Licensee's possession, custody or control and, in the case of destruction, certify to Licensor that it has done so. Any such certificate shall be in such form as may be reasonably required by Licensor and be signed by a director or other officer of Licensee; and

e) Return to Licensor all hardware keys issued to Licensee in respect of the Licensed Product.


4.1 Limited Warranty. Licensor warrants for the sole benefit of Licensee that the program shall, if properly used by Licensee in accordance with the terms and conditions of this Agreement, Licensor's instructions and the Documentation, substantially achieve the functionality described in the Documentation in effect on the date of installation of the program on Licensee's computer for a period of one hundred and twenty (120) days from that date ("Warranty Period"). It is a precondition of Licensor's warranty that Licensee notifies Licensor in writing of details of any such nonconformance as soon as reasonably practicable and in any event within 7 days after discovery of any such nonconformance of the program and provides such assistance and information in relation to the nonconformance as Licensor may from time to time reasonably request. Licensor reserves the right to conduct tests in such form and manner as it may deem appropriate to substantiate or correct any claimed nonconformance of the program. Licensor's sole obligation under this warranty shall be, at the sole discretion of Licensor, (i) to supply Licensee with a corrected version of the program or (ii) to terminate this Agreement and refund to Licensee [a proportion of the fee, pro rata as to time, as represents that part of the year during which functionality was not achieved] at which time Licensee will return all copies of the program and the Documentation to the Licensor or destroy them in accordance with clause 3.3. If Licensee fails to give Licensor notice of any nonconformance in accordance with this clause 4.1 and the failure causes further deterioration in the performance of the program, Licensor shall not have any obligation to correct the nonconformance. Licensor's warranty obligations shall be void if the program is modified without the written consent of Licensor.

4.2 Limitations on Warranty. Notwithstanding the warranty provisions set forth above, Licensor shall have no warranty obligations if Licensee does not Use the program in accordance with this Agreement, all instructions provided by Licensor and the Documentation, as the same may be amended, replaced or supplemented from time to time. Licensor shall have no warranty obligations for the program if Licensee or any other party has:

a) used the program in a manner that does not conform to the provisions of this Agreement or the Documentation; or

b) modified or attempted to modify any portion of the program.

4.3 Licensee acknowledges that the program has not been developed to meet its individual requirements and that it is therefore Licensee's responsibility to ensure that the facilities and functions of the program as described in the Documentation meet its requirements.

4.4 Licensee acknowledges that the program may not be free of bugs or errors and agrees that the existence of minor errors shall not constitute a breach of this Agreement.


5.1 The warranty in clause 4.1 will be in substitution for all other terms, warranties, and conditions, express or implied, statutory or otherwise in relation to the Licensed Product (except for Licensor's title to them) which are hereby excluded to the fullest extent permitted by law.

5.2 Licensor will not be liable in contract or tort (including negligence) or in any other way for:

a) any consequential or indirect loss, liability or damage or any other claim for consequential compensation;

b) loss of profit;

c) loss of income;

d) loss of business;

e) loss of opportunity, reputation or goodwill;

f) loss of information;

g) loss of anticipated savings or other benefits;

h) any loss or corruption of or damage to data; or

i) any costs, expenses or liability to any third party incurred by Licensee (excluding any reasonable costs incurred in repairing or replacing the program if it does not conform with the warranty in clause 4.1 and Licensor fails to do so in accordance with that clause);

arising directly in the natural and ordinary course or indirectly from or in connection with this Agreement or the Licensed Product.

5.3 Excluding its liability under clause 9, Licensor's warranty in clause 8.1, and to repair or replace the program if it is defective in accordance with the warranty in clause 4.1, Licensor's aggregate liability arising in contract or tort (including negligence) or otherwise howsoever for any loss, cost, damage, injury or liability (whether consequential, indirect or otherwise) resulting from or in connection with this Agreement or the Licensed Product will be limited to an amount equal to the total amount of the license and other fees paid to Licensor by Licensee under this Agreement, excluding Value Added Tax or any other sales tax or duty.

5.4 Liability for death, personal injury and fraud. The limitations on and exclusions from liability contained in this Agreement will not exclude or limit liability for death or personal injury arising from negligence or any liability for fraud.

5.5 Effect of Limitation and exclusions. The parties acknowledge that the limitation and exclusions set forth in this clause 5 are integral to the amount of fees charged for the licensing of the Licensed Product and any services to be provided in connection with them and recognize that were Licensor to assume any further liability beyond that set forth in this clause 5 such fees would be substantially higher.


6.1 Maintenance and support. Licensor shall provide what is in its opinion reasonable and necessary maintenance and e-mail support to Licensee at no charge for a period of one year (365 days) after the installation of the program on Licensee's computer. The support shall be available for up to two designated users for the one year period. Changes cannot be made to the designated users without permission, and such permission shall not be unreasonably withheld. The support will consist of support via e-mail. Licensee will be provided with an e-mail address to which questions can be sent. Licensor commits to acknowledge receipt of such e-mails within 2 working days of receipt. In cases where a modification to the program is required to address the issue, Licensor will assess the level of work required and agree a timetable with Licensee for completion of this work without undue delay. Providing the support is renewed so as to run uninterrupted from a previous renewal, on payment of a fee the Licensor will provide the Licensee further e-mail support in yearly increments (extended support).

6.2 Training. Licensor can, provided the same has been agreed in writing between the parties, provide, at Licensee's offices or remotely, consulting services and instruction on the implementation and operation of the program, the use and interpretation of the Documentation, and training of certain employees of Licensee. Fees and costs of providing this training can be provided on request.

6.3 Updates and upgrades. Licensor will, from time to time, release updates (in the opinion of Licensor minor changes to the existing Licensed Product) to the Licensed Product which will include modifications to existing modules. The Licensee will be notified of such updates via e-mail only if they have a current support agreement. This Agreement will cover any such updates. Upgrades (in the opinion of the Licensor a different version of the Licensed Product) to the Licensed Product which include major modifications to the codes and enhanced functionality and/or additional modules will be subject to an additional fee to be agreed between the parties at the time of release. Any such upgrade will be licensed on the terms and conditions of this Agreement, except as otherwise agreed in writing between the parties.


If and only if the program is a demonstration version, the terms of this Agreement apply in all respects except that the program is provided "AS-IS" so that the warranty in clause 4.1 will not apply to it and Licensor bears no responsibility to provide support for the program or services described in clause 6. The program shall be operable without a hardware key. Licensee acknowledges that the program may contain bugs, errors or other problems for which Licensor disclaims any warranty or liability obligations.


8.1 Allocation of Property Rights. Licensor warrants that it owns the intellectual property rights in Licensed Product. Licensee acknowledges that all copies, whether partial or complete, of the Licensed Product, as well as all proprietary rights in and to the Licensed Product including, without limitation, copyright, patent and trade secret rights are and shall remain the sole property of Licensor. Licensee shall have only the limited use rights specifically granted by this Agreement and the License granted under it. Significant modifications to the Licensed Product which are developed at the request of and paid for by Licensee shall be considered works for hire and, if Licensor consents to develop the proposed modifications as requested by Licensee, then those modifications shall be deemed the property of Licensee, except as otherwise agreed in writing by Licensor and Licensee. Licensee shall have no intellectual property rights in any of Licensor's software modules, codes or other intellectual property incorporated in the Licensed Product and shall hold all information pertaining to and/or included in Licensor's software modules to which Licensee may be exposed in the performance of this Agreement in strictest confidence.

8.2 Transfer and Trademark Restrictions. Neither this Agreement, the Licensed Product, nor any licenses or rights granted hereunder, may be distributed, sold, leased, assigned, sublicensed, given away, loaned, made available to third parties by telecommunications data transmissions or otherwise transferred or dealt with, in whole or in part, by Licensee without the prior written consent of Licensor. Licensor may assign, sub contract, transfer or otherwise deal with all or any of its rights and/or obligations under or in relation to this Agreement without Licensee's consent. This Agreement will be binding on the respective legal successors by operation of law and authorized assigns of Licensor and Licensee.


9.1 Defence of Suits. Licensor, at its own expense and using legal advisers of its choice, shall defend or at its option settle any claim, suit or proceeding ("action") brought against Licensee alleging that the Licensed Product or any part of it infringes any patent, trade name, trademark, service mark, trade secret, copyright or other proprietary or intellectual property rights of any third party ("Infringement"). Licensor shall indemnify Licensee against any costs, expenses or damages finally awarded against Licensee or agreed to be paid to the third party under any settlement of such action, agreed in writing by Licensor provided that (i) Licensee promptly notifies Licensor in writing of the action, (ii) Licensor shall have sole control of the defence of any such action and all negotiations for its defence, settlement or compromise, (iii) Licensee shall cooperate with Licensor in all respects requested by Licensor in connection therewith and (iv) Licensee shall not make any admission of liability in relation to the action or otherwise prejudice any defence of or any of Licensee's or Licensor's rights or remedies in relation to the action. Licensor shall not be liable for any costs, expenses, damages, or fees incurred by Licensee in connection with any such action or claim unless authorized in writing by Licensor.

9.2 Licensor shall have no liability for any action for Infringement relating to (a) Use of the Licensed Product other than the then latest release of the Licensed Product provided by Licensor if or to the extent that such Infringement could have been avoided by the Use of the latest release of the Licensed Product and such latest version as been made available to Licensee or (b) Use or combination of the Licensed Product with any software, hardware or other materials not provided or recommended or approved in writing by Licensor.

9.3 Prosecution of Suits. Any action which may be brought to prevent or enjoin any third party from infringement of any patent, trade name, trademark, service mark, trade secret, copyright or other proprietary rights of Licensor with respect to the Licensed Product shall be brought exclusively by Licensor, in its sole discretion and at its sole cost and expense.

9.4 Infringement Alternatives. If the Licensed Product is, or in Licensor's opinion is likely to become, the subject of an action for Infringement, Licensor may (i) procure, at no cost to Licensee, the right for Licensee to continue Use of the Licensed Product in accordance with this Agreement, (ii) replace or modify the Licensed Product, at no cost to Licensee, to make it non-infringing, provided that the same functionality is provided by the replacement or modified Licensed Product and on the basis that the replaced or modified Licensed Product will be licensed to Licensee in accordance with this Agreement, or (iii) if the right to continue Use cannot be procured for Licensee for a cost not exceeding the amounts paid hereunder by Licensee or the Licensed Product cannot be replaced or modified to make it non-infringing, Licensor may terminate the License for such Licensed Product, remove the Licensed Product and grant Licensee refund credit thereon based on a 3 year usage term, for example if used for up to one year then a two thirds credit will be made.


Since unauthorized use, copying or other transfer of the Licensed Product shall diminish substantially the value to Licensor of the trade secrets and proprietary rights that are the subject of this Agreement, if Licensee breaches any of its obligations with respect to use or non-transferability of the Licensed Product, as provided in clauses 2 and 8.2, Licensor shall be entitled to obtain equitable relief, without having to prove special damage, to protect its interests therein, including without limitation, injunctive relief, as well as money damages. Licensee hereby acknowledges that remedies other than equitable relief are inadequate to protect fully Licensor's rights. The rights and remedies set forth in this Agreement are not exclusive and are in addition to any other rights and remedies provided by law.


11.1 Licensor will not be liable or responsible for any failure to perform, or delay in performance of, any of its obligations under this Agreement if or to the extent that it is caused by any event outside its reasonable control ("Force Majeure Event").

11.2 A Force Majeure Event includes any act, event, occurrence, non occurrence, omission or accident beyond Licensor's reasonable control, including strikes, lock outs or other industrial action, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war, fire, explosion, storm, flood or other natural disaster or the impossibility of the use of public or private telecommunications networks or any act, legislation or decree of any government.

11.3 Licensor's performance under this Agreement will be deemed to be suspended for the period that the Force Majeure Event continues, and Licensor will have an extension of time for performance for the duration of that period.


12.1 Personal Data refers to any information concerning a natural person making it possible to identify them or render them identifiable, either directly or indirectly, particularly by reference to ID such as a name, identification number, location data, online identity, or one or more characteristics specific to their physical, physiological, genetic, psychological, economic, cultural or social identity. The parties acknowledge that they are fully familiar with all applicable laws and regulations with respect to data protection. Each party is personally responsible for carrying out any prior formalities required and undertakes to comply with the regulation. The Licensor is authorized to process personal data to perform this sale agreement, to provide technical support and to send newsletters.

12.2 The Licensor hereby warrants to the Licensee that its employees comply with the regulations and that they are subject to a confidentiality obligation. The Licensor undertakes to take all appropriate technical and organisational measures to protect the security and confidentiality of the Personal Data under the best possible conditions. The Licensor’s Privacy Policy is available on request.

12.3 The Licensee and their employees have a right to access and rectify, their personal data, and with legitimate reason they have right to restrict and erase data which concern them. The Licensee have a right to data portability and the right to withdraw their consent. The Licensee may at any time request to exercise those rights by contacting the Licensor by email: or by postal mail sent to the following address:

Applied Seismology Consulting, 34-35 Butcher Row, Shrewsbury SY1 1UX, UK.

12.4 The Licensor undertakes only to transfer the Personal Data to countries deemed adequate by the European Commission or offering sufficient guarantees regarding the protection of the Personal Data by the implementation of binding corporate rules (BCR) or by the signing of standard contractual clauses adopted by the European Commission. For further information about the categories of recipients of the personal data and the retention period, please see the privacy policy.


13.1 Notices. All notices, requests and demands given to or made by either party shall be in writing and shall be sent by post properly addressed, postage prepaid, registered or signed for, or personally delivered to the party to be served at its address as declared at the time of purchase of the license or subsequently updated or such other addresses as shall have been specified by that party to the serving party in accordance with this sub clause. Such notice shall be deemed received by the close of business on the date shown on the signed for or registered mail receipt, or when it is actually received, whichever is sooner.

13.2 Governing Law. All claims and disputes regarding the formation, validity, construction and performance of this Agreement (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales and all such claims and disputes shall be subject to the exclusive jurisdiction of the courts of England and Wales to which the parties irrevocably and unconditionally submit.

13.3 Severability. If any provision of this Agreement or any part of it is held invalid or unenforceable by any court of competent jurisdiction, the remaining provisions or, as the case may be, the remainder of the provision shall nevertheless remain valid.

13.4 Waiver. If either party fails to insist upon strict performance of any of the other party's obligations under this Agreement, or if either party fails to exercise any of its rights or remedies to which it is entitled under this Agreement, that will not constitute a waiver of such rights or remedies and will not relieve the other party from compliance with such obligations. Any waiver by either party of any default shall not constitute a waiver of any subsequent default and no waiver by either party will be effective unless it is expressly stated to be a waiver and is communicated to the other party in writing.

13.5.For the avoidance of doubt nothing in this Agreement shall prevent the licensee from disclosing any information required by law including but not limited to the Freedom of Information Act 2000.

13.6 This Agreement supersedes any EULA Agreement.


14.1 This Agreement is the complete and exclusive statement of the agreement between the parties relating to the subject matter of the Agreement and supersedes all previous agreements, understandings or arrangements, written or oral between the parties relating to the licensing of the Licensed Product. Each party acknowledges that, in entering into this Agreement, neither of them relies on any statement, representation, assurance or warranty ("Representation") of any person (whether a party to this Agreement or not) other than as expressly set out in this Agreement. Each party agrees that the only rights and remedies available to it arising out of or in connection with a Representation shall be for breach of contract as provided in this Agreement. Nothing in this clause shall limit or exclude any liability for fraud. The terms and conditions of any proposal, order, quotation or other correspondence and documents of Licensee issued in connection with this Agreement will not apply unless expressly accepted in writing by both parties.

14.2 Except as otherwise permitted by this Agreement no change to its terms will be effective unless it is signed by persons authorised on behalf of both parties.


The parties do not intend that any third party should gain any rights in connection with this Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999.

End User Licence Agreement (EULA)

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