*Whereoil END-USER LICENSE AGREEMENT*
IMPORTANT PLEASE READ THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT
CAREFULLY BEFORE CONTINUING WITH THIS PROGRAM INSTALL OR PURCHASE.
This End-User License Agreement ("EULA") constitutes a legal and binding agreement between
KADME AS, corporate identification no. 984 174 004, Prof Olav Hanssensvei 7a, N-4021 Stavanger,
Norway, e-mail: support@kadme.com (hereinafter “KADME”) and you, either an individual or a single
entity, (hereinafter the “Licensee").
KADME and the Licensee are individually referred to as a “Party” and jointly as the “Parties”.
This EULA contains the terms and conditions in relation to the software product Whereoil™ described
in the product specification set out in Appendix 1, including any associated software components,
media, printed materials and "online" or electronic documentation (hereinafter referred to as the
“Software Product”).
By purchasing, installing, copying, or otherwise using the Software Product or any part thereof, the
Licensee agrees to be bound by the terms and conditions of this EULA.
This EULA represents the entire agreement between the Licensee and KADME and supersedes any
prior arrangement, agreement, proposal, representation or understanding between the Parties (it
being noted however that a Licensee including distributors or resellers may have entered into
additional agreements with respect to the marketing and distribution of the Software Product, such
as a reseller agreement). If the Licensee does not agree to the terms of this EULA, do not purchase,
install or use the Software Product.
The Software Product is protected by copyright laws and international copyright treaties, as well as
other intellectual property laws and treaties.
The Software Product is licensed, not sold.
1. GRANT OF LICENSE
KADME grants the Licensee a limited, non-exclusive, non-transferrable, license to the Software
Product pursuant to either section a), b), c) or d) as specified by KADME or, in connection with
marketing and distribution of the Software Product by a distributor or reseller, as specified by the
distributor or reseller:
a) Evaluation License.
KADME grants the Licensee the right to install and use the Software Product for a limited period
and for non-commercial purposes only in order to be able to evaluate the Software Product (the
limited period consists of thirty (30) days or any other limited number of days as specified in
advance by KADME or any of KADME’s distributors or resellers).
b) Partner License for Demonstration Purposes.
KADME grants the Licensee the right to install and use the Software Product for non-commercial
purposes only in order to be able to demonstrate the Software Product to other stakeholders
and potential clients and customers in connection with the marketing and distribution of the Software Product on behalf of and as agreed by KADME under a reseller or distribution
agreement.
c) Perpetual License.
KADME grants the Licensee the right to install and use a copy of the Software Product for noncommercial
purposes.
d) Subscription License. KADME grants the Licensee the right to install and use a copy of the
Software Product for non-commercial purposes during the subscription period. The Software
Product will stop working when the subscription period ends and the EULA is terminated
pursuant to Section 5. This type of License is only available in certain regions and only to
Licensees that install the Software Product on a computer that can communicate via the
Internet to KADME’s License Server.
e) License for a Test environment
KADME grants the Licensee the right to install and use a copy of the Software Product for testing
purposes. This License is only granted to clients who has been granted a license under 1c) or 1d).
KADME further grants the Licensee the following:
f) Transfer of License to Another Computer.
The Licensee may request a maximum of three (3) transfers to another computer of a license of
the Software Product or request unlimited transfers. The Licensee may contact Reseller or
KADME’s support at support@KADME.com for assistance to transfer the license to another
computer.
g) Backup Copies.
The Licensee may make copies of the Software Product necessary for backup and archival
purposes.
h) Support Services.
KADME grants the Licensee the right to receive Support Services as set out in a separate Service
Level Agreement that is agreed between Licensee and KADME or Reseller.
2. CONSENT TO USE DATA
The Licensee agrees that KADME may collect, process and use technical data and related
information (which for the avoidance of doubt are not user specific data), including but not
limited to technical information about Licensee’s device, its system, the licensed Software
Product, and peripherals, to facilitate the provision of software upgrades, license management,
product support and other services to the Licensee (if any) related to the Software Product. The
Licensee acknowledge and agree that KADME may collect, process and use this information as
long as the information is in a form that does not personally identify the Licensee (if Licensee is
an individual), to evaluate and/or improve its products or to provide services or technologies to
the Licensee.
User specific data will only be collected, processed and used by KADME or its partners in
accordance with the Norwegian Personal Data Act (No: Lov om behandling av
personopplysninger) or any other applicable law with respect to personal integrity.
3. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.
a) Maintenance of Copyright Notices.
The Licensee must not remove or alter any copyright notices or any other proprietary rights
notices on any copies of the Software Product or on any associated software components, media
(such as example/default content), printed materials and "online" or electronic documentation.
The License shall further, to the extent it is within the Licensee’s control, procure that KADME’s
right and title in and to the Software Product are protected and preserved.
b) Distribution.
The Licensee may not distribute any copies of the Software Product to a third party, including but
not limited to, all the graphical elements that are included as example/default content unless the
Software Product was bought for the purpose of resale under a reseller or distribution
agreement.
c) Prohibition on Reverse Engineering, Decompilation, Disassembly etc.
The Licensee may not, directly or indirectly, modify, alter, update, reverse engineer, decompile,
disassemble, or otherwise try to derive source code or equivalent information from the Software
Product.
d) Rental, transfer etc.
The Licensee may not sub-license, assign, sell, rent, lease, outsource, distribute, lend or
otherwise transfer to a third party any license of the Software Product (or part thereof) without
the prior written consent by KADME. Further, the Licensee may not assign the EULA or any of its
rights and/or obligations of the EULA without the prior written consent by KADME.
The Licensee shall not use or access the Software Product or any part thereof to develop a similar
or competitive product or service. Ref Section 6 Intellectual Property rights and section 7 Notice
of Infringement
e) Compliance with Applicable Laws.
The Licensee must comply with all applicable laws regarding use of the Software Product.
f) Restrictions on Use of Whereoil Index.
Direct access and the use of the Whereoil index by any other means then through the Whereoil
API is not allowed.
4. LICENSE FEE
The license fee for the license granted under this Agreement shall be paid by Licensee as agreed
between Licensee and KADME or, in connection with marketing and distribution of the Software
Product by a distributor or reseller, as agreed between the Licensee and the distributor or
reseller (the fees are referred to as “License Fee”).
The License Fees and any other fees for services are indicated in the applicable price list as
provided by KADME or any of KADME’s distributors or resellers from time to time (the “Price
List”).
A License Fee that is invoiced yearly may be adjusted on an annual basis at a steady annual
increase. The rates shall be adjusted in accordance with the Consumer Price Index change (“CPI
All-item index” https://www.ssb.no/kpi/) reported by Statistics Norway's (Statistisk sentralbyrå),
for the period from last November to November the year before.
The License Fee is excluding value added tax (VAT) and any other similar sales taxes and statutory
levies that may be applicable. Any other taxes or levies arising from the use of the license
granted and the Support Services (if any) shall be the liability of the Licensee and KADME
reserves the right to recharge these to the Licensee.
In the event of late payment, penalty interest shall be paid per annum at an interest under the
Norwegian Interest Act (No. Forsinkelsesrenteloven https://lovdata.no/dokument/NL/lov/1976-
12-17-100).
5. TERM AND TERMINATION
The EULA shall be effective and in full force for the duration of the agreement between the
Parties according to Section 1.
In the event that a Licensee that is granted a license pursuant to Section 1 d) wishes to terminate
the EULA, a written notice shall be sent to KADME not later than three (3) months prior to the
end of the subscription period. If such termination notice is not sent in time three (3) months
prior to the end of the subscription period then the Licensee is obliged to pay the License Fee for
the next subscription period.
Without prejudice to any other rights, KADME may terminate this EULA with immediate effect
and remotely disable the license to the Software Product if the Licensee fails to comply with any
of the terms and conditions of this EULA (including for the avoidance of doubt breach of any
agreed payment terms and, in respect of a distributor or reseller, in the event of a breach of any
other agreement entered into with KADME (e.g. a reseller agreement)). KADME is also entitled to
terminate this EULA with immediate effect in the event that the Licensee is declared bankrupt,
enters liquidation or can be assumed to have become insolvent.
In the event of termination, regardless of what form termination takes the Licensee shall,
depending on instruction by KADME, either return to KADME or destroy all copies of the
Software Product in the Licensee’s possession as well as documentation and other material
concerning the Software Product which the Licensee possesses (which for the avoidance of doubt
may include marketing material should the Licensee be a distributor or reseller of the Software
Product). The Licensee shall thereafter certify in writing that the Licensee is not in possession of
the Software Product or any related documentation and material.
6. INTELLECTUAL PROPERTY RIGHTS
All title, including but not limited to copyrights and all other intellectual property rights (which
shall include, but not be limited to, all patents, patent applications, inventions (whether
patentable or not), trade secrets, know-how, technical data, design, software (including source
code, object code and algorithms), trademarks, logos and any similar or equivalent rights to any
of the foregoing rights throughout the world), in and to the Software Product and any copies
thereof are owned by KADME or, if applicable, its suppliers and partners. Licensee acknowledge
and agree that nothing in this EULA shall be construed or interpreted as granting the Licensee
any title or ownership in or to the intellectual property rights embodied in the Software Product.
All rights not expressly granted to the Licensee are reserved by KADME.
All title and intellectual property rights in and to the content which may be accessed through use
of the Software Product is the property of the respective content owner and may be protected
by applicable copyright or other intellectual property laws and treaties. This EULA grants the
Licensee no rights to use such content.
7. NOTICE OF INFRINGEMENT
Licensee shall notify KADME promptly in writing of any breach or violation of the EULA or any
infringement or suspected infringement of intellectual property rights owned by Kadme, or any
disclosure or suspected disclosure of Confidential Information (as defined below), of which
Licensee is aware.
8. WARRANTIES
KADME warrants solely for the benefit of the Licensee that the components of the Software
Product developed and produced by KADME will, for a period of sixty (60) days after delivery by
KADME (or if applicable by any of KADME distributors or resellers) provide substantially the
functionality set forth for such components in the documentation accompanying the Software
Product in Appendix 1. The sole obligation by Kadme under the foregoing warranty, and
Licensee’s sole remedy for breach, shall be for KADME to use commercially reasonable efforts to
correct any verified failure to provide such functionality. KADME further warrants that, to
KADME’s knowledge, the components of the Software Product developed and produced by
KADME does not infringe any third party intellectual property rights. The limited warranty set
forth in this Section 8 shall apply solely to such components as in the form developed and
produced by KADME and delivered to Licensee, and not to any other components, including
those supplied by third parties. The limited warranty will not apply if (i) the Software Product is
not used in accordance with this Agreement or any accompanying documentation and
instructions related to Software Product and in an appropriate supported environment; or (ii) the
Software Product or any part thereof has been modified by any entity other than KADME or
without prior written consent by Kadme.
No other warranties: KADME makes and Licensee receives no other warranties than as expressly
set forth in paragraph 1 above in this Section 8. The Software Product is provided on an 'As Is'
basis and to the maximum extent permitted by applicable law KADME hereby expressly disclaims
and excludes any and all warranties for the Software Product, whether written or oral, expressed
or implied warranty of any kind, including but not limited to any warranties of non-infringement,
safety, performance, merchantability or fitness for a particular use or purpose. KADME does not
warrant or assume responsibility for the accuracy or completeness of any information, text,
graphics, links or other items contained within the Software Product. KADME makes no
warranties with respect to any harm that may be caused by the transmission of a computer virus,
worm, time bomb, logic bomb, or other such computer malware program.
9. LIMITATION OF LIABILITY
In no event shall KADME’s liability related to the Software Product or this Agreement, including,
without limitation, liability for direct damages or any liability under Section 8 (Warranties)
exceed the amount paid by Licensee to KADME (or if applicable to any of its distributors or
resellers), during the six (6) month period before the cause of action alleged to create the liability
arose. In no event shall KADME be liable for any indirect, special, incidental, consequential
(including lost profits, business interruption, loss of data or information) or any other damages
based on contract, tort (including negligence), indemnity, strict liability or otherwise. The
aforementioned limitations apply even if KADME has been advised of the possibility of such
damages. KADME shall have no liability with respect to the content of the Software Product or
any part thereof (including such content generated by the Licensee and example/default content
provided in the Software Product and produced by a third party), including but not limited to
errors or omissions contained therein, libel, infringements of rights of publicity, privacy,
trademark rights, business interruption, personal injury, loss of privacy, moral rights or the
disclosure of confidential information.
10. CONFIDENTIALITY
For purposes of this EULA, the term “Confidential Information” means any information, technical
data or know-how, including, without limitation, that relates to computer software programs or
documentation, specifications, source code, object code, research, inventions, processes,
designs, drawings, engineering, products, services, customers, markets or finances of the
disclosing Party disclosed under this EULA which is identified as confidential or proprietary at the
time of disclosure, or which by its nature is reasonably to be considered as confidential or
proprietary.
“Recipient” shall mean either Party with respect to Confidential Information (as defined above)
received from or made available by the other Party.
The Parties hereby agree that:
(i) Software and all related technical and financial information (including the terms of this EULA)
furnished in any manner by KADME, are and shall be treated as Confidential Information by
KADME;
(ii) Recipient shall instruct and require all of its employees, agents, and contractors who have
access to the Confidential Information of the disclosing Party to maintain the confidentiality
of the Confidential Information;
(iii) Recipient shall exercise at least the same degree of care, but not less than reasonable care,
to safeguard the confidentiality of the Confidential Information as Recipient would exercise
to safeguard the confidentiality of Recipient’s own confidential property;
(iv) Recipient shall not disclose the Confidential Information, or any part or parts thereof, to any
of its employees, agents, or contractors except on a “need to know” basis and provided that
such employees, agents or contractors are bound by confidentiality obligations that are at
least as protective to the disclosing Party as the ones set out herein. Recipient agrees to
undertake whatever action is reasonably necessary to remedy any such breach of Recipient’s
confidentiality obligations set forth herein or any other unauthorized disclosure of the
Confidential Information by Recipient, its employees, its agents, or contractors.
The confidentiality obligations of this EULA shall not apply to any Confidential Information which:
(i) Recipient can demonstrate was in its lawful possession before receipt, without any
confidentiality restriction; (ii) is or subsequently becomes publicly available without Recipient’s
breach of any obligation owed to the disclosing Party; (iii) Recipient can demonstrate by written
records was independently developed by Recipient’s employees or contractors without access to
or reliance on any Confidential Information of the disclosing Party; or (iv) is lawfully disclosed
hereafter to the Recipient without restriction, by a third party who did not acquire the
information directly or indirectly from the disclosing Party; or (v) is required to be disclosed
pursuant to any court order provided that the receiving Party shall advise the disclosing Party of
such request in time for the disclosing Party to apply for legal protection.
11. MISCELLANEOUS
SEVERABILITY
If any provision of this EULA or part thereof is invalid, this shall not cause the entire EULA to be
invalid, instead, the EULA or relevant provision, shall be reconciled, to the extent the invalidity
materially affect any Party’s benefit or performance under the EULA.
NO WAIVER
Failure by any Party at any time to request performance of any certain provision of this EULA
does not mean that the Party waives or is deprived its right to in the future enforce such
provision in the EULA Agreement.
NOTICES
All notices under this EULA shall be in writing. A notice shall be sent to the other Party by courier,
registered mail, e-mail or fax to the addresses set forth in this EULA or any other address which
have been notified to the other Party of this EULA pursuant to this Section (it being noted that
the Licensee’s address is not indicated in this EULA and therefore shall be provided to KADME by
the Licensee without any delay).
The notice shall be deemed to have been received:
 if delivered by courier: on the date of delivery,
 if sent by e-mail, on the date of written acknowledgment of receipt of such e-mail by the
recipient (for the avoidance of doubt, delivery receipts, auto-reply messages and other
automatically generated e-mails shall not constitute written acknowledgements).
FORCE MAJEURE
No Party shall be liable for any failure, inability or delay in performing its obligations hereunder if
such failure, inability or delay be due to war, explosion, sabotage, accident, casualty, government
law, terrorism, order of regulation, or failure or delays in usual sources of supply of components,
raw materials or transportation, or any of other cause beyond the reasonable control of the
Party whose performance is prevented or delayed.
Notice shall be given by the affected Party immediately if it becomes aware of any such force
majeure event and such Party shall use all reasonable endeavors to mitigate the effects of such
event and to resume performance as quickly as possible.
The obligations of the affected Party under this Agreement which are directly affected by such
force majeure event shall be suspended for the subsistence of such event.
12. GOVERNING LAW AND DISPUTE RESOLUTION
This Agreement shall be governed by and construed in accordance with the substantive laws of
Norway.
Any dispute, controversy or claim arising out of or in connection with this EULA, or the breach,
termination or invalidity thereof, shall be finally settled by arbitration in accordance with the
Norwegian Litigation Act (Tvistemålsloven) section 32. The arbitral proceedings shall be
conducted in the English language and be held in Stavanger, Norway. The Parties undertake,
indefinitely, not to disclose the existence of or the contents of any judgement related to or in
connection with this Agreement or any information regarding negotiations, arbitration
proceedings or mediation in connection therewith. The confidentiality undertaking in this clause
shall not apply in relation to information which any of the Parties is required to disclose, retain or
maintain by law or any regulatory or government authority of which may be required for the
enforcement of a judgement.
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The Software Product is as is evident from the EULA licensed, not sold.