End-user Software License Agreement (Single User) for a student’s non-commercial educational use of WAsP, WEng and WAT
Subject to Licensee’s acceptance of the terms of this Software License Agreement (hereinafter the “Agreement”), Licensee agrees to be bound by the terms of this Agreement, effective as of the date of Licensee’s acceptance of this Agreement by clicking the Acceptance button (“Effective Date”).
1. Definitions
The following definitions apply:
“Agreement” shall mean this non-commercial single-user educational end-user software license agreement.
“Documentation” shall mean the help files included within the Software Package.
“Software Package” shall mean the software programs named WAsP, WAsP Engineering and Windfarm Assessment Tool:
WAsP (Wind Atlas Analysis and Application Program) is the industry-standard PC software for wind resource assessment, siting and energy yield calculations for wind turbines and wind farms.
WAsP Engineering is the industry-standard PC software for calculation of wind conditions, which are rele-vant for fatigue loads, extreme loads and siting of wind turbines and wind farms.
The Windfarm Assessment Tool (WAT) is a PC software for site suitability assessment of wind turbines and wind farms.
“Licensee” shall mean the the natural person who is a student at a higher educational institution and who accepts the terms of this Agreement for the purpose of achieving a license to the Software for the sole purpose of the com-pletion of a master’s thesis examination project at the higher educational institution.
“Licensor” shall mean Technical University of Denmark, Department of Wind Energy, Anker Engelunds Vej 101, DK-2800 Kgs. Lyngby, Denmark, Business Registration No. 30 06 09 46.
Licensee and Licensor are each hereinafter individually referred to as "Party" and jointly as "Parties".
2. Grant of license
2.1 Licensor hereby grants to Licensee a time-limited, single-user, non-exclusive, non-transferable, non-assignable end-user license to use the Software Package (in compiled executable form) and Documentation for Licensee’s own non-commercial educational purposes only.
2.2 The license granted according to Section 2.1 is a single-user license with the following restrictions:
- Only one person may be registered as Licensee and user of the educational license. Licensee must be a registered student at a higher educational institution, and Licensee may only use the license for the purpose of completion of a master’s thesis examination project in connection with Licensee’s studies at the higher educational institution.
- The Software Package shall only be installed and used on one computer owned by Licensee and which is used by Licensee.
- Licensee is responsible for the license file being accounted for at all times. Licensee is responsible for deleting the license file from the computer after use.
- The Software Package may not be made available over a network where it could be used by multiple computers at the same time.
2.3 Licensee shall at all times adhere strictly to the terms of this Agreement.
2.4 Licensee shall inform Licensor immediately of any infringements of the Software Package, which Licensee suspects or ascertains. Licensee shall to a reasonable extent assist Licensor with technical advice and other non-financial assistance, evidence and documentation concerning infringements.
2.5 Licensee shall not disclose or copy the Software Package/Documentation to any third party, sublicense the Software Package/Documentation to third parties or allow third parties use of or access to the Software Package/Documentation, except as expressly permitted according to this Agreement. Licensee may not allow any third party to gain access to or use the Software or Documentation, either in executable form or as “software as a service”. Licensee is not allowed to provide, disclose, demonstrate, or otherwise make available the Software to any third party, or use the Software to provide any services or training for any third party.
2.6 Licensee agrees that the Software Package and Documentation is Licensor’s Confidential Information and shall treat and handle confidential information in accordance with the provisions of Section 9 below.
2.7 Except to the extent permitted by applicable mandatory law, Licensee is not allowed to make copies of, reproduce, modify or further develop the Software, merge the Software with any other software, or in any way create derivative works or modified versions of the Software. Licensee may install, load, display, run and make necessary back-up copies of the Software subject to and in accordance with the provisions of this Agreement. Licensee shall not be en-titled to reverse engineer, reverse assemble, disassemble or decompile the Software, or otherwise attempt to derive the source code of the Software, or in any other way create derivative works or modified versions of the Software or knowingly permit any third party to do so, unless expressly permitted by law.
2.8 Licensee shall maintain reasonable records indicating the location of the installation of the Software Package. Licensee shall at all times maintain adequate security measures to safeguard the Software Package from unauthorised access, use and disclosure. Licensee shall supervise and control access to and use of the Software Package in accordance with the provisions of this Agreement.
3. Support and updates
3.1 The license under this Agreement does not include any support, and any support is subject to separate agreement between the Parties concerning such work.
4. Term of License
4.1 This Agreement shall come into force on the Effective Date. The license will remain in force until the end of the 12-month license period, or until the Agreement is terminated by a Party with written notice to the other Party, cf. Sections 4.2 and 4.3. The license is granted for a license period of 12 months, after which the license terminates automatically, without further notice.
4.2 Licensee may terminate this Agreement at any time with prior written notice (sent to wasp@dtu.dk).
4.3 Licensor may terminate this Agreement for any reason with thirty (30) calendar days’ prior written notice to Licensee.
4.4 The Parties agree that the terms and conditions set forth in Sections 7-13 of this Agreement shall survive the termination of this Agreement indefinitely.
4.5 In the event of termination of this Agreement for any reason, the license granted by Licensor shall automatically terminate without further notice, and Licensee undertakes to immediately cease any further use of the Software Package and Documentation, and to delete or destroy all copies of the Software Package and Documentation and to confirm this by sending a written declaration to Licensor. Termination of this Agreement for any reason shall not affect the rights and obligations of the Parties accrued prior to termination, including any right to claim damages.
5. License fee
5.1 The license granted under this Agreement is royalty-free for educational use, as set out under this Agreement, including, but not limited to, Section 2.
6. Obligations of Licensor
6.1 Licensor shall forward license keys to Licensee as an attachment to an e-mail, within reasonable time after the Effective Date. Unless otherwise informed by Licensee, Licensor will send such e-mail to the e-mail address of Licensee.
6.2 As soon as reasonably possible after the Effective Date, and no later than calendar 15 days thereafter, Licensor will deliver the Software Package/Documentation to Licensee in the form of a link to a downloadable version of the Software Package/Documentation.
7. Ownership of Intellectual Property Rights
7.1 This Agreement does not imply any transfer of intellectual property rights pertaining to the Software Pack-age/Documentation. Thus, Licensee acknowledges that Licensor holds all copyright and any other rights, including intellectual property rights and ownership rights to the Software Package/Documentation and all copies thereof.
7.2 The Software Package/Documentation is protected by the Danish Copyright Act and international treaties and conventions on the protection of copyright and other relevant legislation on intellectual property rights and copyright. Section 36, subsection 1, no. 1, of the Danish Copyright Act does not apply to this Agreement, and thus Licensee is not allowed to make copies of or make any changes to the Software Package.
7.3 Licensee is not permitted to change or remove any marks or notices regarding copyright, trademarks or the like on Software Package or Documentation or copies thereof.
8. Disclaimer of Liability and Force Majeure
8.1 The Software Package and Documentation is provided “AS IS”. Any express or implied warranties, including, but not limited to the implied warranties of merchantability and fitness for a particular purpose are disclaimed. The Software Package and Documentation is provided without guarantee or warranty in any way, to the fullest extent permitted by applicable law. Without limiting the scope of the preceding, Licensor gives no warranty or guarantee that the Software will meet Licensee’s requirements, or that any errors and/or defects in the Software can or will be corrected.
8.2 Licensee acknowledges and agrees that software in general is not error-free and that the existence of any errors in the Software shall not constitute a breach of this Agreement by Licensor. Licensor does not warrant that the Software shall be free from viruses, and Licensee acknowledges and agrees that it is solely Licensee’s responsibility to conduct appropriate virus scanning of the Software prior to installation and use.
8.3 Except in the event that damages are attributable to intentional acts or gross negligence on the part of Licensor, Licensor shall have no liability whatsoever for any damages under this Agreement, and Licensor cannot be held liable for any loss or damage whatsoever caused by the Software Package or the Documentation or which may arise in connection with Licensee’s use of the Software Package/Documentation, including, but not limited to the potential infringement of any third party intellectual property rights by the Software Package or Documentation.
8.4 Notwithstanding anything in Section 8.3, except for breach of the duty of confidentiality, the Parties shall in no event be liable to each other for any type of special, indirect or consequential loss or damage caused by, arising from, associated with or attributable to the activities or obligations of the Parties under this Agreement, including, but not limited to, any loss of profit, revenue, or anticipated savings, or future business; any loss of or damage to data; any damage to reputation or goodwill; any loss of use or loss of contracts with third parties; even if such loss or damage was reasonably foreseeable or a Party had been advised of the possibility of the same arising.
8.5 Licensee shall indemnify and hold harmless Licensor from and against any and all liability, including but not limited to demands, claims, actions, fees, costs, and expenses (including attorney and expert witness fees), arising from or connected with Licensee’s use of the Software Package or Documentation, or any claims arising from any third party based on product liability laws.
8.6 No Party shall be in breach of this Agreement for any delays, interruption or failure to perform its obligations if the delay, interruption or failure is caused by force majeure or events beyond its reasonable control, which such Party could not reasonably be expected to have taken into account or foresee at the signature of the Agreement. Force majeure includes strikes, lockout and epidemic diseases, including quarantine and isolation imposed by the authorities as a consequence hereof. The Parties agree that a Party’s inability to perform its obligations under the Agreement which has been caused by government intervention or other circumstances related to the current COVID-19 pandemic, current or future, shall be treated as a force majeure event. Consequently, such inability shall not constitute material breach, and said Party shall not be liable for damages caused by i.e. delays related to the above-mentioned force majeure event.
8.7 A Party invoking exemption from liability due to force majeure or a force majeure event must notify the other Party hereof without delay. Such notice shall contain information about the nature hereof, its estimated duration and in-formation pertaining to its consequences. The Parties shall enter into negotiations in order to re-schedule the obliga-tions under this Agreement. Have the Parties been unsuccessful in reaching a solution hereto, the other Party shall be entitled to terminate the Agreement without prior notice, provided, however, that the force majeure event lasts more than 90 calendar days. In the event of termination of the Agreement due to force majeure, Sections 4.4 and 4.5 pertaining to termination shall apply mutatis mutandis.
9. Confidentiality
9.1 The Software Package and Documentation shall be regarded as confidential information. Licensee shall not disclose the Software Package or Documentation or any other confidential information disclosed by or received from Licensor to any third party without the prior written approval from Licensor. The Software is in all circumstances considered Confidential Information.
9.2 The duty of confidentiality pursuant to this Section 9 shall survive the termination of this Agreement without limitation in time. Termination of this Agreement shall not release Licensee from the obligations set out in this Section, regardless of the reason for its termination.
10. Material Breach
10.1 If a Party has breached this Agreement, and such breach is considered material according to Danish law, the non-breaching Party may terminate this Agreement. However, before such termination the non-breaching Party shall no-tify the Party in material breach hereof and request that such material breach is remedied within 30 calendar days. If the breach has not been remedied within the above time period or remedy is impossible, the non-breaching Party may terminate this Agreement without further notice.
11. Assignment
11.1 Licensee shall not be entitled to sell, assign, distribute, sub-license, rent, lease, lend or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of Licensor. Licensor may give such con-sent at its own discretion.
12. Severability
12.1 If any section of this Agreement is deemed unenforceable or invalid for any reason, the remaining parts of this Agreement shall not be affected hereby. The Parties shall enter into negotiations for the purpose of substituting such section with a corresponding valid and enforceable wording, if possible.
13. Settlement of disputes
13.1 This Agreement shall be governed by the laws of Denmark. This applies whether or not international private law and choice of law rules may lead to the application of another country’s laws.
13.2 Should a dispute arise between the Parties in connection with this Agreement, including its interpretation and use, the Parties shall enter into negotiations in good faith in order to solve the dispute.
13.3 Have the Parties been unsuccessful in solving the dispute within 30 calendar days after initiation of negotiations hereof, the Parties may agree to refer the dispute to mediation at Mediationsinstituttet (www.mediationsinstituttet.dk) according to its rules.
13.4 If the Parties do not agree to mediation within 7 calendar days after expiry of the deadline set forth in Section 13.3, or has no solution to the dispute been reached 30 calendar days after commencement of mediation with Mediationsinstituttet, the dispute shall be settled by the District Court of Lyngby, Denmark, as the court of first instance.
END OF LICENSE TERMS