Coats Engineering, Inc. Sensor Free License Agreement

1. This agreement (hereafter the “Agreement”) is between you (hereafter “Licensee”) and Coats Engineering, Inc. (hereafter “Licensor”).
2. “Sensor” is a software program for modeling oil and gas recovery processes.  The “Software” is defined as all Sensor-related software and associated files that may be provided in downloads on Licensor’s web site (http://www.coatsengineering.com and all associated pages, hereafter the “Web Site”), and that is downloaded by or delivered to Licensee.  This may include any or all of the following files: sensor.exe, SensorPlot.exe, Plot2Excel.xls, SensorMap.exe, Map2Excel.xls, and all associated Data Files (those files having extensions .dat), Output Files (those files having extensions .out), Spreadsheet Files (those files having extensions .xls and not named above), and documentation (Sensor Manual.pdf, SensorPlot Manual.pdf, Plot2Excel Manual.pdf, SensorMap Manual.pdf, and Sensor Scale Deposition Option.pdf).  The Software also includes any updated, upgraded, or additional software, including any provided license files, that may be provided by Licensor to Licensee on a cost-free basis, by any means.
3. This Agreement becomes effective at the time of delivery of the Software, by download or other means.  This Agreement terminates on January 1, 2013, at the time of expiration of any delivered license files, whichever occurs first.
4. Upon termination of this Agreement, Licensee agrees to delete all of the Software from his Computer (and from any other places of residence as may be allowed), with the exception of originally provided, modified, or created Data Files, Output Files, and Spreadsheet Files, including any graphics contained therein, which may be retained by Licensee.
5. The Software is for non-commercial use only and Licensee’s rights in the Software are strictly limited to home, personal, educational, or internal corporate use only by Licensee and not for the benefit of third parties.
6. Subject to the terms of this Agreement, Licensor grants to Licensee a cost-free, non-exclusive, non-transferable license to use the Software during the term of this Agreement on a single computer (hereafter the “Computer”).  Licensee is free to execute separate additional Agreements, one for each additional computer on which he wishes to install the Software.  Licensee may copy the Software only to any location or locations on the Computer.  Licensee’s rights in the Software are limited to those expressly granted in this Agreement.  In no way shall Licensor’s granting of such cost-free licenses for the Software be construed as creating any obligations of Licensor, including, but not limited to, making available or continuing to make available any of the Software on the Web Site or by any other means.
7. With the exception of the Data Files, Output Files, and Spreadsheet Files, Licensee shall not reverse engineer, decompile, disassemble, translate, modify or make derivative works of the Software in whole or in part. Further, Licensee shall not disclose, publish, sell, assign, lease, rent, sublicense, market, or transfer any of the Software or any results produced by the Software by any means or use it in any manner not expressly authorized by this Agreement. Licensee may not transfer any of the rights, duties or obligations hereunder except as expressly provided for in this Agreement.
8. Licensee may disclose or transfer any original, modified, or created Data Files, Output Files, and Spreadsheet Files, and any graphics contained therein, to any other party, except as may be otherwise specified in this Agreement, with the following conditions or exceptions: (i) the other party is made aware of the relationship of the files or graphics to Sensor and other Software, (ii) the other party is made aware that the files or graphics are produced from or related to a free version of the Software, (iii) the files or graphics are provided to the other party at no charge and for no compensation, and (iv) any Sensor Output Files (of any name) are not modified by Licensee (i.e. they must be the unmodified output files of an execution of Sensor).
9. The Software contains confidential and trade secret information of Licensor, and Licensee shall at all times take reasonable steps to protect the confidentiality of such information.
10. Licensee understands that any Software that may be provided to Licensee is on an “as is” basis. LICENSOR IS UNDER NO OBLIGATION TO PROVIDE THE SOFTWARE.  LICENSOR’S PROVISION OF THE SOFTWARE (INCLUDING ANY UPDATES THAT MAY BE OBTAINED) AS SET FORTH HEREIN IS MADE AT LICENSOR’S SOLE DISCRETION, AND IS MADE IN LIEU OF ALL WARRANTIES, EXPRESS OR IMPLIED. LICENSOR EXPRESSLY DISCLAIMS ALL WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE SOFTWARE, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THAT THE SOFTWARE WILL BE ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION, OR IN CONNECTION WITH ANY RESULTS CREATED FROM ANY USE OF THE SOFTWARE AND/OR ANY ADVICE THAT MAY BE OBTAINED FROM LICENSOR, AND INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
11. LICENSOR IS NOT LIABLE TO LICENSEE FOR ANY DIRECT DAMAGES OR CLAIMS OF ANY KIND RELATED TO THIS AGREEMENT. LICENSOR IS NOT LIABLE TO LICENSEE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR INCIDENTAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST REVENUES, ANTICIPATED REVENUES OR PROFITS RELATING TO THE SAME) ARISING FROM ANY CLAIM RELATING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT, WHETHER A CLAIM FOR SUCH DAMAGES IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE OR LICENSOR STRICT LIABILITY), EVEN IF AN AUTHORIZED REPRESENTATIVE OF LICENSOR IS ADVISED OF THE LIKELIHOOD OR POSSIBILITY OF SAME.  IN NO EVENT IS LICENSOR LIABLE FOR ANY DAMAGES CAUSED BY LICENSEE’S OR ANY THIRD PARTY'S ACTS OR OMISSIONS.
12. Licensee acknowledges that Licensor is the sole and exclusive owner of the Software, and all proprietary rights therein, including, without limitation, all associated patents, copyrights and trade secrets rights.
13. This Agreement inures to the benefit of and is binding upon the parties hereto and their successors and permitted assigns.  Nothing in this Agreement, expressed or implied, confers on any person other than the parties hereto (or their successors and permitted assigns), any rights, remedies, obligations or liabilities.
14. Licensee may not assign this Agreement or any portion thereof, or any right or responsibility hereunder including, without limitation, by operation of law, without the prior written consent of Licensor, in its sole discretion.  Any attempted assignment which does not comply with the terms of this Paragraph is void and of no legal effect.
15. This Agreement creates no partnership, joint venture, franchise or agency between the parties.  The relationship created hereby is strictly that of licensor and licensee.  Neither party has the right to assume or create, either directly or indirectly, any liability or any obligation of any kind, expressed or implied, in the name of or on behalf of the other party, and neither party will represent that it has such authority.
16. This Agreement may only be waived or amended, if such waiver or amendment is in writing, specifically references this Agreement and is executed by the party to be bound.  The waiver by either party of a breach of any provision of this Agreement does not operate as a waiver of any other breach.  A party's failure or delay to exercise any right hereunder does not operate as a waiver.
17. Licensee is not responsible for any failure to perform its obligations hereunder caused by strikes, lockouts, riots, epidemics, war, governmental regulations, fire, communication line failures, power failures, acts of God or other causes beyond its reasonable control, and the occurrence of any such event will toll the time period provided in this Agreement for performance by Licensee.
18. The illegality, invalidity or unenforceability of any part of this Agreement does not affect the legality, validity or enforceability of the remainder of this Agreement.  If any part of this Agreement is found to be illegal, invalid or unenforceable, this Agreement will be given such meaning as would make this Agreement legal, valid and enforceable in order to give effect to the intent of the parties.
19. This Agreement is governed by and construed in accordance with the laws of the State of Florida, United States of America, without regard to its choice of laws or principles, and specifically excludes the provisions of the United Nations Convention on the International Sale of Goods.
20. Licensee acknowledges and agrees that the Software and any other technical data provided hereunder are subject to restrictions and controls imposed by the United States government. Licensee agrees and certifies that neither the Software nor any technical data provided hereunder is being or will be acquired, shipped, transferred or re-exported, directly or indirectly, into any country prohibited by the United States government or will be used for any purpose prohibited by the same. Licensee further agrees to comply with all laws and regulations of all jurisdictions in his or her use of the Software.
21. Paragraphs 4, 5, 7 through 13, 15, and 17 through 21, and 23 shall survive any termination of this Agreement.
22. Licensee agrees to provide accurate and complete registration information in execution of this Agreement.
23. This Agreement is the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all other prior and contemporaneous agreements and understandings, oral and written.