CorRES Order Form

End-user Software License Agreement regarding CorRES

Licensee agrees to be bound by the terms of this Agreement, effective as of the date of Licensor’s distribution of the license keys to the Software Package by e-mail to the Licensee.

RECITALS:

WHEREAS DTU conducts research, develops and disseminates knowledge of the methods and results of science and cooperates with the surrounding community,

WHEREAS DTU Wind and Energy Systems has developed special expertise within offshore and onshore wind energy,

WHEREAS User has special interest within offshore and onshore wind energy,

WHEREAS User agrees to be bound by the terms of this Agreement, effective as of the date of distribution of the access password by e-mail to the User

1. Definitions

The following definitions apply:

CorRES shall mean Correlations in Renewable Energy Sources, A time series simulation tool for variable renewable energy.

Agreement shall mean this agreement on access to CORRES.

Confidential Information shall mean confidential knowledge and information of a technical, research or commercial nature which the Parties make available to each other, explicitly stating its confidential nature orally or in writing, or where the confidentiality clearly appears from the circumstances. Confidential Information may include knowledge which is not publicly known, biological reagents, drawings, documents, software, formulas, methods, analysis results and know-how in general.

2. Grant of Access

2.1 DTU hereby grants to User a single-user, non-exclusive, end-user access to use the CorRES platform.

2.2 The access granted according to Section 2.1 is a single-user access with the following restrictions:
The access may only be used by one person at a time, on condition that such person is either an employee of User, or an in-house consultant, and that such person is declared as “CorRES User” to DTU.

2.3 The access may not be made available over a network where it could be used by multiple computers at the same time.

2.4 User shall at all times adhere strictly to the terms of this Agreement.

2.5 User shall inform DTU of any infringements of the CorRES platform, which the User suspects or ascertains. The User shall to a reasonable extent assist DTU with technical advice and other non-financial assistance, evidence and documentation concerning infringements.

2.6 User shall not disclose or copy the CorRES Documentation to any third party, sublicense the access/Documentation to third parties or allow third parties use of or access to the access/Documentation.

2.7 If the registered user, cf. Section 2.2 above, is an in-house consultant, User has the responsibility for such in-house consultant’s observance of the obligations laid down in this Agreement.

2.8 User agrees that CorRES and Documentation is the DTU’s Confidential Information and shall treat and handle confidential information in accordance with the provisions of Section 9 below.

2.9 User shall not be entitled to reverse engineer the access/Documentation, de-compile or in any other way create derivative works or modified versions of the access /Documentation.

3. Support and updates

3.1 DTU will try its best to keep the CorRES server available at all time, however, the CorRES server might not be avaible at certain period due to reasons uncontrolled by DTU.

3.2 DTU will respond to all support questions as fast as reasonably possible. All support e-mails have to be directed to the following contact point: mkoi@dtu.dk.

3.3 Additional support to that of Section 3.1, onsite support etc. is subject to separate agreement between the Parties concerning such work.

3.4 DTU does not guarantee bug fixing, however, DTU will in its best effort, try to fix bugs in CorRES if such bug exists.
 

4. Term of Access

4.1 The access is granted for an initial period of 12 months. However, the access will upon expiry of a 12 month period automatically renew for additional 12 month periods until this Agreement is terminated by either Party.

4.2 The initial 12 month period starts on the date of receipt of access password from DTU.

4.3 User may terminate this Agreement with four (4) weeks’ notice to the end of a 12 month licensing period.

4.4 DTU may terminate this Agreement with 3 months’ notice. If this Agreement is terminated by the DTU, a proportional share of any prepaid fee for a period beyond the termination date will be returned by DTU to the User.

4.5 The Parties agree that the terms and conditions set forth in Sections 7-13 of this Agreement shall survive the termi-nation of this Agreement indefinitely.

4.6 Upon termination of this Agreement for any reason whatsoever, User shall immediately cease any further use of CorRES.
 

5. Access Fee and Payment

5.1 In consideration for the access granted according to this Agreement, User shall pay to DTU an annual fee. The access fee, which is ex. VAT, is paid on the first day of every licensing period of 12 months. The fee includes the support and updates described in Section 3.

5.2 The first annual fee shall be paid upon purchase of the access, by the payment method chosen by DTU, and shall fall due on the Effective Date. If the payment method is by receipt of invoice, the fee shall be paid by User upon receipt of an invoice from DTU.

5.3 DTU is permitted to issue invoices for subsequent fees up to 6 weeks prior to the commencement of a new 12 month licensing period, and invoices will be payable to DTU with 30 days payment notice.

5.4 All invoices to User will be sent via e-mail to the e-mail address of the registered user of User, unless User informs DTU of another e-mail address.

6. Obligations of the Parties

6.1 DTU provides access to CorRES via a web service (https://corres.windenergy.dtu.dk/). The service allows Users to submit runs to DTU Wind and Energy Systems’s server and receive the resulting output data online.
 
6.2 DTU does not guarantee that specific results will be achieved. Consequently, none of the Parties shall be held liable in the event that their performance does not lead to specific results. Thus, a Party shall in no event bring claims against or demand additional performance of work from another Party.

6.3 The CorRES server access is limited in terms of how fast individual jobs are completed and how many job results can be simultaneously stored at the server. The limits are set per user. A job is one CorRES run. However, there are limits on how large a CorRES run can be submitted to the CorRES server as a job, to ensure that unfeasible runs are not submitted. However, a job at least covers the two usual CorRES use cases:

1) Hourly resolution pan-European (or other similar geographical region, with up to 20000 simulation points) wind or solar generation run covering all the meteorological years available at the CorRES server, when results are saved on regional resolution with up to 200 regions.

2) 5 min resolution wind generation run of 50 wind power plants covering all the meteorological years available at the CorRES server, when results are saved per power plant.

6.4 One job is expected to be completed within 4-24 hours from when the server starts to run it, but no guarantee of run time is given. Multiple jobs can be submitted by one user, but they will be completed one after another.

6.5 A user may have 5 jobs saved simultaneously at the CorRES server. If the user has already 5 completed jobs at the server, she/he will need to save at least one of the completed jobs to her/his own computer and delete the related data at the CorRES server before she/he can submit a new job.
 
6.6 A user account will be created per user, with an e-mail associated to each user. The user account is not tied to a single person, meaning that a different person may use the same user account to submit jobs to the CorRES server. However, it is the responsibility of User to inform DTU if the e-mail associated to the user account should be changed, as e-mails can be used to inform the user of the job statuses running in the server.
 
6.7 DTU will do its best to always have the CorRES server available. However, DTU does not give any guarantee on the level of server availability. DTU will answer CorRES simulation and server questions, and help requests as soon as possible. However, DTU does not give any guarantee on how fast a reply is given.

7. Rights and ownership

7.1 This Agreement does not imply any transfer of intellectual property rights pertaining to CorRES/Documentation. Thus, User acknowledges that DTU holds all copyright and any other rights, including intellectual property rights and ownership rights to CorRES/Documentation and all copies thereof.

7.2 CorRES/Documentation is protected by the Danish Copyright Act and international treaties and con-ventions on the protection of copyright and other relevant legislation on intellectual property rights and copyright, and thus User is not allowed to make copies of or make any changes to CorRES.

7.3 User is not permitted to change or remove any marks or notices regarding copyright, trademarks or the like on CorRES or Documentation or copies thereof.
 

8. Disclaimer of Liability

8.1 CorRES and Documentation is provided “AS IS”. Any express or implied warranties, including, but not limited to the implied warranties of merchantability and of the system and/or its output are disclaimed. CorRES and Documentation is provided without guarantee or warranty in any way.

8.2 Except in the event that damages are attributable to intentional acts or gross negligence on the part of DTU, DTU cannot be held liable for any loss or damage whatsoever caused by CorRES, the Documentation or DTU’s support or which may arise in connection with User’s use of CorRES/Documentation, including, but not limited to the potential infringement of any third party intellectual property rights by CorRES or Documentation.

8.3 Except for breach of the duty of confidentiality, the Parties shall in no event be liable to each other for any anticipated or indirect loss or damage, including, but not limited to, loss of profits or future business; any damage to reputation or goodwill; any damage, loss, costs or expenses of an indirect, exemplary, consequential, or economic nature, caused by, arising from, associated with or attributable to the activities or obligations of the Parties under this Agreement.

8.4 The Parties' total liability for damages due to breach shall be limited to EUR 5,000 except in case of gross negligence, intentional acts or omissions.

8.5 User shall indemnify and hold harmless DTU 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 User’s use of CorRES or Documentation except as provided in this Agreement.
 

9. Confidentiality

9.1 CorRES and Documentation shall be regarded as confidential information. User shall not disclose CorRES output or any other confidential information disclosed by or received from DTU to any third party without the prior written approval from DTU.

9.2 The duty of confidentiality pursuant to this Section 9 shall survive the termination of this Agreement. Termination of this Agreement shall not release User 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 notify 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. Limitation of liability

11.1 The Parties are liable for damages according to Danish law, however subject to the limitations set forth in this Section.
 

11.2 The Parties' total liability for damages shall be limited to EUR 5,000 except in case of gross negligence, intentional acts or omissions, or breach of confidentiality.

11.3 User shall indemnify and hold harmless DTU 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 User’s use of CorRES or Documentation except as provided in this Agreement.
 

12. Assignment

12.1 User shall not be entitled to assign or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of DTU.
 

13. Severability

13.1 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.
 

14. Settlement of disputes

14.1 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.

14.2 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.

14.3 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.

14.4 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.