Terms and Conditions for UARL With Systems Correction Factor (SCF) Metric Units

UARL with System Correction Factor (SCF) Software - Terms of Use and Software License Agreement

1. licence conditions

(a) Subject to and expressly conditioned upon Licensee`s compliance with the terms and conditions of this Agreement, Water Loss Research and Analysis Ltd hereby grants to Licensee during the term of this Agreement, a non-transferable (except as provided in Section 6) and non-exclusive right to access the Licensed Software (“UARL with System Correction Factor (SCF)”) as described in this Agreement.

(b) All title and copyrights in and to the Licensed Software (including but not limited to any reports, scripts, images, photographs, text, and objects incorporated into the Licensed Software), the accompanying online training materials, and any copies of the Licensed Software, are owned by Water Loss Research and Analysis Ltd. The Licensed Software is owned by Water Loss Research and Analysis Ltd, is represented by Water Loss Research and Analysis Ltd to be non-infringing and not misappropriating any rights of a third party (including any patent, copyright, trademark, Proprietary Rights, or trade secret rights), and the Licensed Software is protected by copyright laws and international treaty provisions, as well as other intellectual property laws and treaties. The Licensed Software is licensed, not sold.

(d) The Licensed Software is licensed as a single product. Neither the Licensed Software or any update or upgrade may be separated for use other than as specified in this Agreement or any other agreement between the parties.

(e) Licensee agrees to make good faith efforts to protect Water Loss Research and Analysis Ltd.`s Proprietary Rights and the rights arising from this Agreement, including, but not limited to, making good faith efforts to prevent Licensee`s employees or agents from violating Licensee`s obligations herein.

(f) Licensee acknowledges that the Licensed Software is a work in process and may be modified substantially during the term of this Agreement, provided that no such modifications will be made by Water Loss Research and Analysis Ltd that impair or materially reduce Licensee`s use and functional operation of the Licensed Software as it existed prior to such modification.
(g) No licence is granted to Licensee for the human readable code of the software (source code).
(h) Except as provided for in this Agreement, Licensee shall not lease, rent, sell, transfer, distribute, re-license or sublicense the Licensed Software or use it or permit its use in a time-sharing arrangement or in any other unauthorized manner nor shall Licensee copy, manufacture, modify, or prepare derivative works of the Licensed Software or the accompanying online training materials.

2. Training materials

Licensee agrees that all training materials developed by Water Loss Research and Analysis Ltd, in conjunction with the installation or use of the Licensed Software for use by Licensee, shall be the property of Water Loss Research and Analysis Ltd and are copyrighted, trade secret information belonging to Water Loss Research and Analysis Ltd.

3. Limitation of Liability

(a) Except as provided in Section 5 of this Agreement, in no event shall Water Loss Research and Analysis Ltd or its suppliers be liable to Licensee or any other party for incidental, special or consequential damages, loss of data or data being rendered inaccurate, loss of profits or revenue, or interruption of business in any way arising out of or related to the use or inability to use the software and/or documentation, regardless of the form of action, whether in contract, tort (including negligence), strict product liability or otherwise, even if any representative of Water Loss Research and Analysis Ltd or its suppliers has been advised of the possibility of such damages. This disclaimer of liability for damages will not be affected by any failure of the sole and exclusive remedies hereunder.
(b) Except as provided in Section 5 of this Agreement, in no case shall Water Loss Research and Analysis Ltd`s liability exceed the fees paid under this agreement during the 12 months immediately prior to the date the claim arises hereunder.

4. Miscellaneous

(a) Severability. In the event any provision of this Agreement is found to be invalid, illegal or unenforceable, the validity, legality and enforceability of any of the remaining provisions shall not in any way be affected or impaired and a valid, legal and enforceable provision of similar intent and economic impact shall be substituted therefor.
(b) Confidentiality. Licensee acknowledges Water Loss Research and Analysis Ltd`s claim that the Licensed Software embodies valuable confidential and proprietary property and trade secrets consisting of algorithms, logic, design, and coding methodology, which is proprietary to Water Loss Research and Analysis Ltd. Licensee shall safeguard the confidentiality of the Licensed Software, using at least reasonable care. Such care shall include, without limitation, instituting reasonable procedures to ensure that copies of the Licensed Software are made only as expressly authorized herein, and that access to the Licensed Software is made available only to Licensee employees.
(c) Governing Law. This Agreement shall be governed by and interpreted in accordance with English Law. Any proceeding conducted under or in connection with this Agreement shall take place in England, United Kingdom.

5. Indemnification

(a) Water Loss Research and Analysis Ltd will defend and does hereby hold harmless Licensee from all claims, suit or action, loss, damage, judgment, costs and expenses that may result from any actual or alleged patent, trademark, trade secret, copyright or other proprietary rights infringement or expropriation of the Licensed Software or its documentation, as supplied by Water Loss Research and Analysis Ltd, provided that Licensee will provide prompt notice of any such action and Water Loss Research and Analysis Ltd shall have sole control of the defense of any such action.
(b) In addition to the above duty to defend and hold harmless, Water Loss Research and Analysis Ltd shall during the term of this Agreement at its sole expense either: (i) undertake best efforts to procure for Licensee the right to continue to use the Licensed Software or its documentation as contemplated hereunder, or (ii) modify the Licensed Software or its documentation to eliminate any infringement claim which might result from its use hereunder, provided that the Licensed Software`s performance and functionality remain substantially the same or (iii) replace the Licensed Software or its documentation with an equally suitable, compatible and functionally equivalent non-infringing product and non-infringing documentation at no additional charge to Licensee.

6. Assignment

The Licensee has no right to sub-licence or to assign the benefit or burden of this agreement in whole or in part, or to allow the software to become the subject of any charge, lien or encumbrance (save for any security granted by the Licensee to its bankers which relates to all the assets of the Licensee) without the prior written consent of the Licensor;

The Licensor shall not sub-licence, assign, charge or otherwise transfer any of its rights or obligations under this agreement.

7. Availability of Services

Water Loss Research and Analysis Ltd will use commercially reasonable efforts to ensure that the Online Services that Water Loss Research and Analysis Ltd offers are available for Licensee`s use; however, Water Loss Research and Analysis Ltd makes no guarantee that the these online services will be available 24 hours per day, 7 days a week, or that the services will be error-free. Errors include but are not limited to site interruption, server downtime, errors in coding, and product malfunction. Water Loss Research and Analysis Ltd reserves the right to add, delete, or modify from time to time the services offered at the Water Loss Research and Analysis Ltd web site and will provide reasonable notice of such changes if the changes materially impact Licensee`s ability to use the services at the site.

8. Acceptable Use Policy

(a) Licensee may use the Water Loss Research and Analysis Ltd web sites (www.wlranda.com and www.wlrandacalc.com) only for lawful, intended, and proper purposes. Water Loss Research and Analysis Ltd does not take affirmative steps to monitor the activities of its Licensees on the Water Loss Research and Analysis Ltd websites (www.wlranda.com and www.wlrandacalc.com) . Water Loss Research and Analysis Ltd reserves the right to remove all of the following categories of material that may be posted at the Water Loss Research and Analysis Ltd websites (www.wlranda.com and www.wlrandacalc.com):
(b) Material that is legally obscene, including but not limited to material that violates federal or state child pornography statutes;
(c) Libellous, defamatory, abusive, offensive, inappropriate or otherwise unacceptable material;
(d) Material that violates proprietary or intellectual property rights of Water Loss Research and Analysis Ltd or third parties, including but not limited to patents, trademarks, or copyrights;
(e). Material that compromises the privacy of another party`s communications;
(f) Material that causes technical disturbances to the Internet or Water Loss Research and Analysis Ltd`s network or services; or
(g) Any other material that is unlawful or that Water Loss Research and Analysis Ltd deems inappropriate for posting on its site.
(h) Water Loss Research and Analysis Ltd reserves the right to terminate the Online Services of any Licensee who repeatedly violates this Acceptable Use Policy.

9. Security and Confidentiality of Information

Water Loss Research and Analysis Ltd will use commercially reasonable efforts to ensure that Licensee`s data that is hosted within the UARL with System Correction Factor (SCF) software on the Water Loss Research and Analysis Ltd websites (www.wlranda.com and www.wlrandacalc.com) is maintained as private and is accessible through proper password authentication only. Water Loss Research and Analysis Ltd will provide Licensee with a secret password to allow Licensee, and only Licensee, to access its information. Licensee has an affirmative duty to protect the confidentiality of the password. If Licensee`s password is lost, stolen, or otherwise compromised, Licensee shall notify Water Loss Research and Analysis Ltd immediately, and Water Loss Research and Analysis Ltd shall take reasonable steps to deactivate the compromised account. Water Loss Research and Analysis Ltd is not responsible for data that is lost, altered, or becomes public through Licensee`s failure to protect its password.

10. Entire Agreement; Amendments

This Agreement, together with the Invoice, constitutes and embodies the entire Agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior written, electronic or oral communications, agreements or understandings between the parties with respect thereto. The parties represent and warrant to each other that they are not relying upon any verbal representations or agreements which are not contained within the text of this Agreement. This Agreement may not be modified or amended except by a written instrument executed by the parties that references this Agreement.