IMPORTANT – Read carefully before downloading, copying, installing or using. You may not access or use the software to which this Software License Agreement applies unless you agree to all of the terms and conditions of this Software License Agreement.

This Software License Agreement (this “Agreement”) is a legal agreement between the entity by whom you are employed, or whom you represent (“Licensee”), and Notional Pipe Incorporated (“Notional Pipe”), regarding the use of Notional Pipe software, and Notional Pipe's provision of related services for the software.

BY INDICATING YOUR ASSENT TO THIS AGREEMENT (FOR EXAMPLE, BY INDICATING YOUR AGREEMENT BY CLICKING ON AN “ACCEPT”, “AGREE” OR SIMILAR BUTTON, OR CHECKING A BOX INDICATING YOUR AGREEMENT TO THESE TERMS, IN A WEB FORM OR AS PART OF YOUR DOWNLOAD OR INSTALLATION OF NOITIONAL PIPE SOFTWARE OR AN ACTIVATION KEY, YOU ARE REPRESENTING AND AGREEING THAT: (1) YOU HAVE THE AUTHORITY TO BIND THE ENTITY BY WHOM YOU ARE EMPLOYED, OR WHOM YOU REPRESENT, TO THIS AGREEMENT; AND (2) THE ENTITY BY WHOM YOU ARE EMPLOYED, OR WHOM YOU REPRESENT, WILL BE BOUND BY, AND BECOMES A PARTY TO THIS AGREEMENT.

IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, (1) YOU MAY NOT INDICATE YOUR ASSENT IN A WEB FORM OR AS PART OF THE DOWNLOAD OR INSTALLATION PROCESS, AND (2) YOU MAY NOT INSTALL, USE, COPY OR DISTRIBUTE THE NOTIONAL PIPE SOFTWARE.

If you already have possession of the software, but have chosen not to agree to the terms of this agreement, please destroy or delete all copies in your possession.

Note: In case the terms of this Agreement are conflict with the terms of any agreement individually negotiated and agreed between Notional Pipe and Licensee, the terms of the latter shall prevail.

Section 1. DEFINITIONS

For the purposes of this Agreement, the following capitalized words and phrases are ascribed the following meanings:

“Product” means Contour Rig Tools or any other software provided by Notional Pipe under this Agreement.

“User” means the individual Licensee or any employee, independent contractor or other temporary worker authorized by Licensee to use Software while performing duties within the scope of their employment or assignment.

“Client” means a computer device used by User for running Product.

“Documentation” means the Software user manuals and other Software documentation, including updated or revised documentation, provided to Licensee by Notional Pipe.

“Product Subscription” specifies the subscription term, the set of Products covered by this Agreement, subscription fees and payment schedules.

Section 2. GRANT OF LICENSE

The Software is licensed on a per-seat basis. If Licensee complies with terms of this Agreement, Licensee has the rights identified below in this section for each Product Subscription that Licensee acquires. 

Unless the Product Subscription is expired or this Agreement is terminated in accordance with Section 9, and subject to the terms and conditions specified herein, Notional Pipe grants Licensee a limited, world-wide, non-exclusive, and non-transferable license to use each Product covered by Product Subscription as follows:

(A) Licensee may:

(i) Install and use any version of the Product covered by Product Subscription on any number of Clients and on any operating system supported by the Product;

(ii) Make a reasonable number of backup copies of the Product solely for archival purposes.

(B) Licensee may not:

(i) Allow the same Product Subscription to be used concurrently by more than one (1) User.

(ii) Rent, lease, reproduce, modify, adapt, create derivative works of, distribute, sell, sublicense, or transfer the Product, or provide access to the Product to a third party;

(iii) Reverse-engineer, decompile, or disassemble the Product.

(iv) Remove or obscure any proprietary or other notices contained in the Product.

Products are made available on a limited license or access basis, and no ownership right is conveyed to Licensee, irrespective of the use of terms such as “purchase” or “sale”. Notional Pipe has and retains all rights, titles, and interests, including all intellectual property rights, in and to the Products, any and all related or underlying technology, and any modifications or derivative works of the foregoing created by or for Notional Pipe, including without limitation as they may incorporate Feedback (as defined below).

Section 3. ACCESS TO PRODUCT 

All deliveries under this Agreement will be electronic. Licensee and its Users must have an Internet connection in order to receive delivery. Licensee is responsible for downloading and installing Products.

Section 4. FEES

Licensee must pay Product Subscription fees in accordance with the Notional Pipe Terms of Purchase. If Licensee fails to make the timely payment of Product Subscription fees, this Agreement will be terminated and Licensee may not use Products.

Section 5. FEEDBACK

Licensee has no obligation to provide Notional Pipe with ideas, suggestions, or proposals (“Feedback”). However, if Licensee or Users submit Feedback to Notional Pipe, then Licensee grants Notional Pipe a nonexclusive, worldwide, royalty-free license that is sub-licensable and transferable, to make, use, sell, have made, offer to sell, import, reproduce, publicly display, distribute, modify, and publicly perform the Feedback in any manner without any obligation, royalty or restriction based on intellectual property rights or otherwise.

Section 6. PRODUCT SUBSCRIPTION TRIAL

Subject to the terms of this Agreement, Licensee is granted a one-time right to install and use Product for evaluation purposes without charge for a period of thirty (30) days from the date of the Product installation, unless otherwise specified (“Evaluation Period”). Licensee’s use of Product during Evaluation Period shall be limited to the internal evaluation of Product for the sole purpose of determining whether Product meets Licensee’s requirements and whether Licensee desires to continue using Product.

Licensee may withdraw from using Product at Licensee’s sole discretion any time before expiration of Evaluation Period. Upon expiration of Evaluation Period, Licensee’s right to continue to use Product will terminate, unless Licensee purchases a Product Subscription to the Product. The Product may contain a feature that will automatically disable the Product upon expiration of Evaluation Period.

Section 7. LIMITED WARRANTY

All products are provided to licensee on an “as is” and “as available” basis without warranties. Use of the products is at your own risk. Notional Pipe makes no warranty as to its use or performance. To the maximum extent permitted by applicable law, Notional Pipe, and its suppliers and resellers, disclaim all other warranties and conditions, either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, with regard to the products, and the provision of or failure to provide support services. This limited warranty gives licensee specific legal rights. Licensee may have other rights, which vary from state/jurisdiction to state/jurisdiction. Notional Pipe (and its affiliates, agents, directors, and employees) does not warrant that the products are accurate, reliable, or correct; that the products will meet your requirements; that the products will be available at any particular time or location, uninterrupted or secure; that any defects or errors will be corrected; or that the products are free of viruses or other harmful components. Any content or data downloaded or otherwise obtained through the use of the products are downloaded at your own risk and you will be solely responsible for any damage to your property or loss of data that results from such download.

Section 8. DISCLAIMER OF DAMAGES

To the maximum extent permitted by applicable law, in no event will Notional Pipe (or its affiliates, agents, directors, or employees), or Notional Pipe’s licensors, suppliers or resellers be liable to licensee or anyone else for: (a) any loss of use, data, goodwill, or profits, whether or not foreseeable; (b) any loss or damages in connection with termination or suspension of licensee’s access to our products in accordance with this agreement, and (c) any special, incidental, indirect, consequential, exemplary or punitive damages whatsoever (even if we have been advised of the possibility of these damages), including those (x) resulting from loss of use, data, or profits, whether or not foreseeable, (y) based on any theory of liability, including breach of contract or warranty, strict liability, negligence or other tortious action, or (z) arising from any other claim arising out of or in connection with licensee’s use of or access to the services or products. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.

Notional Pipe's total liability in any matter arising out of or related to this agreement is limited to fifty (50) US Dollars. This limitation will apply even if we have been advised of the possibility of the liability exceeding the amount and notwithstanding any failure of essential purpose of any limited remedy.

Section 9. TERM AND TERMINATION

The term of this Agreement will commence upon acceptance of this Agreement by Licensee as set forth in the preamble above, and will continue for each Product through the end of the applicable subscription period specified in the respective Subscription Confirmation. This Agreement will automatically renew with respect to each Product for a successive Product Subscription term, unless terminated as set forth herein.

Licensee may terminate this Agreement at any time by notifying Notional Pipe in writing, such as through electronic mail. If such termination occurs during a then-current subscription period, this Agreement will continue to be effective until the end of that subscription period. Such termination does not relieve Licensee of the obligation to pay any outstanding subscription fees owed to Notional Pipe, and no credits or refunds will be issued to Licensee for prepaid subscription fees (except as specified in Notional Pipe Terms of Purchase, if applicable).

Notional Pipe may terminate this agreement if:

(A) Licensee has materially breached this Agreement and fails to cure such breach within thirty (30) days of written notice thereof;

(B) Licensee fails to make the timely payment of subscription fees;

(C) Notional Pipe is required to do so by law (for example, where the provision of the Notional Pipe Product to Licensee is, or becomes, unlawful); or

(D) Notional Pipe elects to discontinue providing Notional Pipe Product, in whole or in part.

Section 10. TEMPORARY SUSPENSION FOR NON-PAYMENT

Notional Pipe reserves the right to suspend Licensee’s access to Notional Pipe’s Products in the event that Licensee fails to make payment for its subscription.

If Notional Pipe suspends Licensee’s access to Notional Pipe’s Products for non-payment according to the provisions of Section 9, Licensee must pay all past due amounts in order to restore its access to Notional Pipe’s Products.

Section 11. EXPORT REGULATIONS

Licensee shall comply with all applicable laws and regulations with regards to: economic sanctions; export controls; import regulations; and trade embargoes (“Sanctions”), including those of the European Union and United States (specifically the Export Administration Regulations (EAR)). Licensee acknowledges that it is not a person targeted by Sanctions nor is it otherwise owned or controlled by or acting on behalf of any person targeted by Sanctions. Further, Licensee acknowledges that it will not download or otherwise export or re-export Notional Pipe Products or any related technical data directly or indirectly to any person targeted by Sanctions or download or otherwise use Notional Pipe Products for any end-use prohibited or restricted by Sanctions.

Section 12. ENTIRE AGREEMENT

This Agreement, including the Third-Party Software license terms, constitutes the entire agreement between the parties concerning its subject matter and supersedes any prior agreements between Licensee and Notional Pipe regarding Licensee’s use of any Notional Pipe software covered by Notional Pipe Products. No purchase order, other ordering document or any handwritten or typewritten text which purports to modify or supplement the printed text of this Agreement or any schedule will add to or vary the terms of this Agreement unless signed by both Licensee and Notional Pipe.

Section 13. RESERVATION OF RIGHTS

Notional Pipe reserves the right at any time to cease the support of Notional Pipe Products and to alter prices, features, specifications, capabilities, functions, licensing terms, release dates, general availability, or other characteristics of Notional Pipe Products.

Section 14. CHANGES TO THIS AGREEMENT

We may update or modify this Agreement from time to time, including any referenced policies and other documents. If a revision meaningfully reduces Licensee’s rights, we will use reasonable efforts to notify Licensee (by, for example, sending an email to the billing or technical contact provided by Licensee to us, posting on our website or blog, or via the Product itself). If we modify the Agreement, the modified version of the Agreement will be effective upon the next Product Subscription term. In this case, if Licensee objects to the updated Agreement terms, as Licensee’s exclusive remedy, Licensee may cancel Product Subscription.

Section 15. OPPORTUNITY TO REVIEW

Licensee hereby declares that Licensee has had sufficient opportunity to review this Agreement, understand the content of all of its clauses, negotiate its terms, and seek independent professional legal advice in that respect before entering into it. Consequently, any statutory “form contracts” (“adhesion contracts”) regulations shall not be applicable to this Agreement.

Section 16. SEVERABILITY

If a particular term is not enforceable, the unenforceability of that term will not affect any other terms.

Section 17. HEADINGS

Headings and titles are for convenience only and do not affect the interpretation of this Agreement. 

Section 18. NO WAIVER

Our failure to enforce or exercise any of this Agreement is not a waiver of that section.

Section 19. Notice

Notional Pipe may deliver any notice to Licensee via electronic mail to an email address provided by Licensee, registered mail, personal delivery, or renowned express courier (such as DHL, Fedex or UPS). Any such notice will be deemed to be effective (i) on the day the notice is sent to Licensee via email, (ii) upon personal delivery, (iii) one (1) day after deposit by express courier, (iv) or five (5) days after deposit in the mail, whichever occurs first.

Section 20. GOVERNING LAW

All disputes arising under this agreement shall be governed by and interpreted in accordance with the laws of the Commonwealth of Massachusetts, without regard to principles of conflict of laws.

Any legal suit, action, or proceeding arising out of, or related to, this Agreement, or use of Notional Pipe Products shall be instituted exclusively in the federal courts of the United States or the courts of the Commonwealth of Massachusetts, in each case located in the City of Northampton and County of Hampshire,  although we retain the right to bring any suit, action, or proceeding against you for breach of this Agreement in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

At Notional Pipe's sole discretion, it may require you to submit any disputes arising from the use of this Agreement, or Notional Pipe's Products, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying Massachusetts law.
