Definitions
“Agreement” This document at the time of writing
“Aquastructures” Aquastructures AS, the developers of AquaSim
“AquaSim” The full package of programs offered as AquaSim includes AquaEdit, AquaView, AquaHarmony, and any included tools, as well as any documentation bundled with the application.
“End User” is understood as the person that is to access any parts of AquaSim and extends to the legal entity the End User represents.
“Support” The expected support rendered by Aquastructures.
“Academic” refers to usage by Academic users attached to an education or research entity, explicitly for academic purposes, and disallows any commercial use.
“Licence” refers to the continued leasing of the software.
Acceptance
This Agreement is considered accepted when the End User or End Users legal entity completes purchase or installs AquaSim and enters a binding contract with Aquastructures. If the End User does not accept this Agreement in full the End User does not have the right to install or use AquaSim or any other Software offerings of Aquastructures, unless entered into another specific agreement.
The End User agrees to this Agreement on behalf of the company or other legal entity they work for. If no such entity exists, they enter into this agreement on behalf of themselves.
Changes to this Agreement
Aquastructures reserves the right to change the Agreement at any time. The new Agreement will be effective from the date the End User accepts the new Agreement, or after 30 days (1 month). If the End User does not consent to the new Agreement the Licence will be terminated in accordance with the Termination clause. The End User is required to inform Aquastructures of the rejection of the Licence within 30 days of notice of the new Agreement.
Licence, fees and payment
The End User is entitled to use AquaSim from the moment payment is received by Aquastructures, providing the account is in good standing, and the agreed upon start date has been reached.
Aquastructures may grant the End User access AquaSim earlier in accordance with agreed upon terms, either for trial use, courses, or other.
The license is ongoing from the onset of this agreement until terminated in accordance with the Termination clause.
The licence fee is regulated yearly and specified in the document “Pricelist for AquaSim software and related products".
Ownership of data and confidentiality
The End User retains all rights to files, datasets, models, and documentation created by the End User.
The End User is responsible for all their own data, including data losses in case of accidental loss of data. The End User is to keep backups of their own data in case of failures.
Any data shared with Aquastructures for support or other purposes is considered confidential information.
Privacy
AquaSim is covered by the general Privacy Policy of Aquastructures and can be found at https://aquasim.no/aquasim/privacy_policy.html.
Aquastructures reserves the right to share customer information (specifically Name, Address, Email, nature of relationship with Aquastructures) with 3rd parties.
Aquastructures complies with applicable data protection laws, including the GDPR, for any personal data processed in connection with AquaSim.
Named End User details
AquaSim is licenced on a “per seat" basis, meaning that each internal user at the End User will need to hold a named licence. Failure to notify Aquastructures of changes or additional users will be considered a breach of this agreement.
The End User is to keep Aquastructures up to date on the user details, alerting Aquastructures in changes of End User, contact details such as email, and ensure correct billing and to inform the End User of changes and updates.
The End User is responsible for hindering access by non-End Users to AquaSim.
Changes to End User licence
The End Users licence can be transferred to another user employed at the same company if (a) the End User leaves the company, or (b) the End Users’ job description changes.
Trial Version
If the End User has gained access to this software as part of a trial all terms and conditions set forth in this agreement apply. A trial version is valid for 30 days, or other period set specifically by Aquastructures. After the end of a trial the End User is required to remove the trial from their system.
A trial, demo, or academic version cannot be used to create, or be part of, commercial works.
Acceptable use
The Licence granted to the End User is non-exclusive, non-transferable, and limited to the agreed-upon scope of use. The End User may not sublicense, distribute, or allow third parties to access AquaSim without prior written consent from Aquastructures.
The End User agrees to comply with all applicable export control laws and regulations when using AquaSim, and not to export or re-export the software in violation of such laws.
The End User shall not reverse engineer, decompile, disassemble, or modify AquaSim or any other software provided by Aquastructures.
The End User shall not attempt to pass off AquaSim as their own product, nor apply any patents or trade secrets (outside of analysis done by the software), nor use it for anything other than its intended purpose. Further, the End User is not to make claims regarding AquaSim.
Any use of the AquaSim and Aquastructures names and logos is strictly prohibited without the written agreement, consent, and knowledge of Aquastructures.
Warranties and disclaimers
The software is provided “as is". Aquastructures makes no warranties, claims, or commitments of any kind, express or implied, with respect to the offerings of the software.
The End User agrees to indemnify, defend, and hold harmless Aquastructures from any claims, damages, liabilities, and expenses arising from the End User’s use of AquaSim, including but not limited to any violations of this Agreement.
The End User is to ensure that they hold the technical background to interpret the results of the analysis.
The End User is to notify Aquastructures within 30 days if the software is non-functional or unsatisfactory to receive a refund and termination of the Agreement and the license.
Limitation of liability
Damages in case of liability cannot exceed the amount of the payment from the End User to Aquastructures in the same calendar year as the claim is made.
Termination
Unless otherwise agreed upon, licences will be automatically renewed at the end of the current licence period.
Payments are considered final and will not be renumerated in the case of End User terminating a license before the time paid for expires.
In case of Academic End Users, the License is automatically terminated at the end of the agreed upon period. The Academic End User is free to apply for extensions of the Academic period once it expires.
Aquastructures may terminate this Agreement immediately if the End User breaches any terms of this Agreement. Upon termination for cause, the End User must immediately cease all use of AquaSim and destroy any copies of the software.
Support
Support is to be invoiced per hour unless otherwise agreed.
Aquastructures may decide that End Users system is unfit to run AquaSim due to hardware or software limitations.
Support packages
Pre-paid support packages expire one year after purchase. Any unused hours will not be renumerated.
The use of support hours is at the discretion of Aquastructures personnel.
Coursing
AquaSim courses are the intellectual property of Aquastructures and may not be recorded or shared with non-participants or publicly. Aquastructures are not responsible for errors or omissions in the course, nor responsible for the learning and understanding of the participants.
Each participant of an AquaSim course is granted a diploma for completed course provided they have been present for the entire course. The participant is required to ensure that they have an adequate platform for running AquaSim before the course begins. Aquastructures will aid with providing licences and installation files before the course. For non-licenced users, Aquastructures will provide a complimentary licence covering the course for any named participants.
For online courses the participant is required to ensure that they have a working platform for attending the course. Primarily Microsoft Teams is used for online courses and the preferred platform of Aquastructures. Other platforms must be approved before the course, and Aquastructures course holders must have access and find the platform adequate before use.
Force Majeure
Neither the End User nor Aquastructures are liable for any interruptions to the service or this Agreement in the case of any event defined as force majeure by law, such as war, riots, terrorism, natural catastrophes, governmental action or similar.
Disputes
The Parties agree that all disputes, claims or other controversies arising out of or related to this Agreement which are not settled amicably by the Parties, shall be submitted to mandatory and binding final arbitration to be conducted in Oslo District Court, Norway and in accordance with the commercial rules of the Norwegian Arbitration Act.