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EDEM FOR POSTDOC

PROGRAM APPLICATION PACK

This document includes

Application Information and Guidelines (Page 2)


Application Form (Page 3)
Terms and Conditions (Page 6)
End User License Agreement (EULA) (Page 7)
Overview

The aim of the EDEM for Postdoc program is to support academics undertaking research
using the Discrete Element Method (DEM). This initiative has been designed specifically for
postdoctoral researchers who are applying for funding and wish to use EDEM software as
part of their research.

Successful applicants will get a free EDEM license for a duration of 3 months, enabling them
to gather initial results to support their funding application.

How to Apply?

Simply fill in the application form below and return it to academic@edemsimulation.com

When can applications be made?

Applications can be made at anytime throughout the year. Once submitted, applications will
be reviewed and a response will be sent out within 2 weeks.

What is included?

Successful applicants will receive the following:

EDEM Software license for a duration of 3 months


Access to any software updates during the license period and technical support
Access to the EDEM customer area including resources such as tutorials, EDEM User
Forum etc.

Eligibility & conditions:

- Applicants must hold a doctoral degree (PhD) or be in the final stage of obtaining one
- Applicants must have reviewed and approved the Terms and Conditions laid out in
the accompanying side letter (sample on page 6).

2
DEM Solutions Ltd. 49 Queen Street. Edinburgh EH2 3NH UK
www.edemsimulation.com
Application Form
Please complete the application form below and return to: academic@edemsimulation.com

Your details
First name
Last name
Email address
Phone

Your current organization & role


Institute
Department
Current position
Qualifications & Completed date

Principal Investigator details


First Name
Last Name
Position / Job Title
Institute
Department
Email address

Other institutions involved


If you are planning to collaborate with other institutions please mention which ones here.

About your research


Proposed title
Expected duration

Research project description


Describe the proposed research project, providing projects background if applicable (min 500 words, not including
diagrams/tables/references).

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DEM Solutions Ltd. 49 Queen Street. Edinburgh EH2 3NH UK
www.edemsimulation.com
Key research questions
List the questions this research project will attempt to address.

Methodology
Outline the strategies & methodologies of this research project, including how EDEM software will be used.

4
DEM Solutions Ltd. 49 Queen Street. Edinburgh EH2 3NH UK
www.edemsimulation.com
Opportunity to generate impact
Provide details of how the proposed research has the potential to generate impact (min 300 words).

Funding bodies
Specify all sources of funding of the proposed research including any agencies, academic institutions,
commercial organizations, etc.

Application Expected
Funding body Additional comments
deadline results date

What budget is allocated for EDEM software in your funding proposal?

When would you like your free 3-month EDEM license to start?

I agree to the following:

Share research updates and outcome with EDEM Team [providing funding has been granted]

Acknowledge the use of EDEM software in publications (please refer to EDEM Referencing Guidelines
document)

I have read the Terms and Conditions laid out in the accompanying letter (sample page 6) and I agree to
sign them should my application be approved.

Date:

Signature:

5
DEM Solutions Ltd. 49 Queen Street. Edinburgh EH2 3NH UK
www.edemsimulation.com
Dear <name>

We are pleased that you have chosen to take advantage of EDEM Academic software through our EDEM
for Postdoc programme. The aim of this initiative is to support academics applying for funding to
undertake research using the Discrete Element Method (DEM).

As part of this agreement, we will provide you with an EDEM license for a duration of 3 months along with
full access to technical support and software updates during that period. This EDEM license comes fully-
featured and includes access to the EDEM Application Programming Interface (API) as well as the EDEM
Coupling Interface which supports co-simulation with multi-body dynamics (MBD) and computational fluid
dynamics (CFD) software.

In order for EDEM to offer you these benefits, you agree to the following amendments to your License to
use EDEM (the "License Agreement") under the EDEM for Postdoc programme:

1. the "Licensee" for the purposes of the License Agreement for EDEM Academic shall be
<University>

2. the license will consist of 1 User License Key and 4 Parallel Processor Keys including the
EDEM advanced package

3. you and your Authorised Users are licensed to use the software for research purposes for a
period of 3 months from the license start date

4. you and your Authorized Users are licensed to Use the Software for academic research
purposes only and are specifically excluded from the use of the Software for commercial
purposes, and any type of consulting work with a 3rd party company, organization or entity

5. you will reference EDEM in, and will provide copies of, all presentations, published conference papers
and published journal papers, and of reports submitted to your sponsors where such material is as a
result of use of the Software

6. you will receive technical support to product defect enquiries within a response time of 3 business days
from notification to EDEM team

7. Approval from EDEM team is required for publication of the results of studies comparing EDEM
software with any other software

All other terms of the License to use EDEM will be as set out in the License Agreement, which is provided with
EDEM software.

Thank you very much for choosing EDEM.

Best regards,
<Salesperson name>, <Job title>

Agreed to and accepted this ____ day of ________________, 2017

___________________________<name>[for and on behalf of the <company>]


DEM Solutions Ltd EDEM End User Licence Agreement

THIS LICENCE AGREEMENT ("AGREEMENT") IS A LEGAL AGREEMENT BETWEEN THE


PERSON, FIRM, CORPORATION OR OTHER ORGANISATION ("LICENSEE" OR "YOU")
LICENSING SOFTWARE KNOWN AS EDEM FROM DEM SOLUTIONS LIMITED, A COMPANY
INCORPORATED IN SCOTLAND (REGISTERED NUMBER SC240438) AND HAVING ITS
REGISTERED OFFICE AT 49 QUEEN STREET, EDINBURGH EH2 3NH, UNITED KINGDOM
("LICENSOR" OR "WE").

1. DEFINITIONS AND INTERPRETATIONS

1.1 In this Agreement the following expressions shall have the following meanings unless the
context otherwise requires:

Academic User means the Licensee (or an Authorised User) who is an academic (as
determined by Licensor) and to which the conditions under clause 2.4 apply;

Authorised Users means where the Licensee is an employer, employees of the Licensee
permitted by the Licensee to Use the Software;

Effective Date means, notwithstanding the date of the Licensee's acceptance of this
Agreement, the date from which the Licence granted hereunder takes effect being the date
notified to the Licensee by the Licensor;

Fixed Term means the fixed term of the licence agreed between the parties or in the absence
of such agreement, one Year, as such term may be extended pursuant to Clause 3;

Fixed Term Licence means a licence to Use the Software for a Fixed Term;

Initial Term as defined in Clause 3.1;

Licence means the licence granted to the Licensee under Clause 2.1 (which may be either a
Fixed Term Licence or a Perpetual Licence);

Licence Fees means the licence fees notified to the Licensee by the Licensor and due and
payable from time to time in accordance with clause 8 by the Licensee;

Maintenance Fees means 17% of the Licence Fees per annum, or such other amount advised
to the Licensee by the Licensor;

Maintenance Services means the following installation, maintenance and support services,
namely:

(a) Standard Download, License Key and Troubleshooting Guide; and

(b) Product Defect Support provided via email from the Licensors Product Support Help
Desk with follow-support by telephone where appropriate;

Materials means any user manuals or technical materials provided by the Licensor to the
Licensee regarding the use and/or operation of the Software;

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DEM Solutions Ltd EDEM End User Licence Agreement

New Version means a new, generally available edition of the Software containing functional
improvements and additional applications and which is indicated by way of a numerical change
to the left of the decimal point in the edition number for the Software (e.g., a change from
version 5.0 to 6.0);

Number of Instances means the number of permitted concurrent executions of the Software
(either pre-processing, solving, or post-processing), as notified to the Licensee by the Licensor;

Number of Users means the number of Authorised Users permitted to use the Software under
the Licence, as notified to the Licensee by the Licensor;

Perpetual Licence means a licence to Use the Software without limit in time;

Platform Software means Windows 7 Professional 64bit, single processor and multi-processor,
Red Hat Enterprise Linux Version 5 64bit (x64 architecture), single processor and multi-
processor, or such other software agreed with the Licensor in writing;

Renewal Term as defined in Clause 3.2;

Site means the site or facility at which the Software is installed or may be operated as agreed
with the Licensor;

Software means the software application known as "EDEM" and any Updates in respect of
such delivered to the Licensee hereunder (if any) and any New Versions purchased by the
Licensee and licensed to the Licensee hereunder (if any) and such other software developed by
the Licensor as agreed between the parties in writing from time to time;

System means the computer or computer network located at the Site and any other computer
or computer network forming part of a LAN or WAN agreed with the Licensor; System does not
mean to include any virtual computer or any virtual network;

Updates means a new, generally available edition of the Software containing corrections of
programming errors and minor improvements and which is indicated by a numerical change to
the right of the decimal point in the edition number (e.g., a change from 5.0 to 5.1);

Use the Software means utilisation of the Software by copying, transmitting, installing or
loading the same into the memory (e.g. hard disk, CD ROM or other storage device) of the
System for the processing by the System of instructions or statements contained in such
Software and copying the Software which is in machine-readable form for use by the Licensee
on the System for the purposes only of understanding the contents of such machine-readable
material; and

Year means a period of 12 consecutive calendar months.

1.2 In this Agreement:

1.2.1 references to the singular shall include the plural and vice versa and references to one
gender include the other;

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1.2.2 any reference to a Clause shall be to the relevant clause in this Agreement;

1.2.3 references to this Agreement shall include this Agreement as modified, amended,
varied, supplemented, assigned, novated or replaced from time to time;

1.2.4 any phrase introduced by the words, including or include or any similar expression
is illustrative and such words do not limit the sense of the words preceding such terms
and shall be deemed to be followed by the words, without limit;

1.2.5 references to any statute or statutory provision (including any subordinate legislation)
shall be construed as referring to such statute as amended and in force from time to
time and includes any statutory modification or re-enactment of, or legislative provision
substituted for, such statute provided that no such amendment or modification shall
apply for the purposes of this Agreement where it would impose any new or extended
obligation, liabilities or restrictions on, or otherwise adversely affect the rights of any
party; and

1.2.6 a reference to any party to this Agreement includes that partys executors,
administrators, substitutes, successors and permitted assigns.

2. GRANT OF LICENCE

2.1 Upon payment of the Licence Fees, and in consideration of the Licensee agreeing to abide by
the terms of this Agreement, with effect from the Effective Date, the Licensor grants to the
Licensee, and the Licensee hereby accepts, a non-exclusive, non-transferable Licence to Use
the Software and the Materials during the term of this Agreement on the terms and conditions
set out herein, provided always:

2.1.1 such Licence shall only be for the Number of Instances and the Number of Users;

2.1.2 only the Licensee and its Authorised Users may Use the Software;

2.1.3 except for Academic Users to which Clause 2.4 applies, such Licence is for Use of the
Software for the Licensees own internal business purposes and no other purposes
whatsoever;

2.1.4 the Licensee shall be entitled to make one copy of the Software for back-up and for
disaster recovery purposes and such other copies to the extent permitted by applicable
law, provided always that such copies contain the same copyright information as
contained on the original Software and provided that the Licensee takes reasonable
steps to prevent unauthorised copying;

2.1.5 the Software is only used at the Site(s);

2.1.6 the Licensee shall only Use the Software on the System, provided the Licensee shall
be entitled to transfer the Software temporarily to other hardware or equipment if the

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System becomes inoperable due to malfunction, initiation of a disaster recovery


program or for routine maintenance; and

2.1.7 the Licensee shall only Use the Software with the Platform Software.

2.2 The Licensee is aware that the Software contains licence manager software security and/or
other devices that will monitor the Number of Instances and Number of Users, and which
prohibits unauthorised use of the Software, and that the Licensor shall be entitled to disable the
Software on expiry, breach or termination of this Agreement.

2.3 Upon payment in full of the Licence Fee, the Licensee shall be issued a licence key for the most
recent version of the Software available at the Effective Date.

2.4 Academic Users are licensed to Use the Software for academic research and teaching
purposes only and are specifically excluded from the use of the Software for commercial
purposes. Licensees, who are Academic Users, will acknowledge support from Licensor in,
and will provide copies of, all presentations, published conference papers, and published
journal papers and of reports submitted to the Licensees corporate sponsors where such
material is as a result of use of the Software. Licensees who are Academic Users will
receive technical support within a response time of 3 business days;

2.5 The Licensor will be permitted to identify the Licensee as a customer, and its application of the
Software in promotional material, unless a specific non disclosure agreement has been agreed
in writing between the Licensor and the Licensee.

3. TERM

3.1 The Licence granted under Clause 2 shall be either a Fixed Term Licence or a Perpetual
Licence, as agreed between the parties. In the absence of such agreement, the said licence
shall be a Fixed Term Licence for the Fixed Term. If it is a Fixed Term Licence it shall
commence on the Effective Date and shall continue thereafter for the Fixed Term (the Initial
Term) after which it shall automatically terminate, unless it is terminated earlier in accordance
with the terms of this Agreement, or extended in accordance with Clause 3.2. If it is a Perpetual
Licence, it shall commence on the Effective Date and shall continue thereafter in perpetuity,
unless terminated earlier in accordance with this Agreement.

3.2 If the Licensee wishes to extend a Fixed Term Licence after the Initial Term or if already
extended, after the end of the existing term, it may do so for a further Year (or such other period
agreed with the Licensor) (a "Renewal Term") by notifying the Licensor in writing at least 60
days prior to expiry of the Initial Term (or existing term (as appropriate)) that it wishes to do so,
and within 14 days of receiving such notice, the Licensor shall notify the Licensee in writing of
the additional Licence Fee(s) due and payable for the said Renewal Term. The Initial Term (or
existing term) (as appropriate)) of the Licence(s) shall thereafter be extended for the Renewal
Term on the Licensee paying such further Licence Fee(s) to the Licensor on or before the expiry

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DEM Solutions Ltd EDEM End User Licence Agreement

of the Initial Term (or existing term (as appropriate)) in accordance with Clause 8. At the end of
the said Renewal Term, the Licence shall automatically terminate unless further renewed in
accordance with this Clause.

4. UPDATES

4.1 The Licensor may from time to time during the period of this Agreement develop and supply
Updates. Where the Licensee has a Fixed Term Licence, during the continuance of that
Licence, subject to the Licensee having paid the relevant Licence Fees in respect of that
Licence, the Licensor shall notify the Licensee of such Updates and make them available to the
Licensee at no extra cost. Where the Licensee has a Perpetual Licence, the Licensee shall also
be entitled, for the first Year from the Effective Date, to receive such Updates but thereafter
shall be entitled to such Updates only for Years in which it purchases Maintenance Services
pursuant to Clause 7. For the avoidance of doubt New Versions shall not be provided unless
the Licensee has paid the supplementary licence fees required by the Licensor.

5. INSTALLATION

5.1 Unless otherwise specified herein, and subject to Clause 7.3, the Licensee shall be responsible
for the provision of any installation or implementation services for the Software, and any and all
costs associated therewith.

5.2 If installation is carried out by any party other than the Licensor, and Licensor is subsequently
called upon to re-install or repair the Software, the Licensee will pay all the Licensors
reasonable costs in carrying out such work.

6. LICENSEE'S OBLIGATIONS AND UNDERTAKINGS

6.1 The Licensee hereby agrees and undertakes:

6.1.1 not to copy the Software or the Materials (or any part thereof) (other than for normal
operation and as permitted in Clause 2 above) or (subject to any applicable legal
rights) to disassemble, decompile or reverse engineer the Software;

6.1.2 not to modify, repair, amend, alter or develop the Software or the Materials without the
prior written approval of the Licensor;

6.1.3 not to translate, modify, lease, rent, loan, redistribute, encumber, sub-lease, sub-
license or create derivative works from the Software or the Materials, or any part
thereof;

6.1.4 not to use, reproduce or deal in the Software or the Materials in any way other than as
expressly provided herein, including for any third party administration, outsourcing or
as a bureau service.

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6.1.5 to maintain accurate and up to date records of the number and location of all copies of
the Software;

6.1.6 not to use the Software on any computer or computer system other than the System;

6.1.7 to supervise and control all use of the Software in accordance with the terms of this
Agreement;

6.1.8 to ensure that its Authorised Users are notified of this Agreement and the terms hereof
prior to such Authorised User using the same;

6.1.9 not to remove, alter or destroy any copyright notices, trade marks or other proprietary
or confidential legends or markings placed by the Licensor or contained within the
Software or on the Materials and to reproduce and include on all copies of the
Software the copyright notice of the Licensor as it appears in or on the Software; and

6.1.10 not to provide or otherwise make available the Software or any Materials to any person
other than its Authorised Users or as specified herein without prior written consent
from the Licensor.

6.2 The Licensee shall permit the Licensor and its representatives, at all reasonable times and on
reasonable advance notice, to inspect and have access to any premises, and to the computer
equipment located there, at which the Software or the Materials are being kept or used, and any
records kept pursuant to this Agreement, for the purpose of ensuring that the Licensee and its
Authorised Users are complying with the terms of this Agreement.

6.3 Security Mechanisms. Licensor will take all legal steps to eliminate piracy of their software
products. Use of any Software without a license key issued by Licensor is unauthorized and
strictly prohibited. In this context, Licensor may incorporate in the Software a security
mechanism that can detect the installation or use of unauthorized copies of the Software, and
can then collect and transmit (via any appropriate communication means) data about those
unauthorized copies to Licensor directly or via its security service provider. Licensor will then
take whatever action is appropriate. The data so collected and transmitted will include License
Server Identification, Number of Licenses and License Version, but will not include any
customer data created with the Software. By using the Software, you consent to such detection
and collection of data, as well as its transmission and use if an unauthorized copy is detected.
You may not take any steps to avoid or defeat the purpose of any of the measures described in
this section.

7. THE MAINTENANCE SERVICES

7.1 In respect of any Fixed Term Licence, the Licensor shall provide the Maintenance Services to
the Licensee during the continuance of that Licence.

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7.2 In respect of any Perpetual Licence, the Licensor shall provide the Maintenance Services for the
first Year from the Effective Date. After the end of the first Year from the Effective Date, the
Licensee under a Perpetual License is only entitled to Maintenance Services, if it notifies the
Licensor prior to the end of that first Year that it wishes to purchase the Maintenance Services
for a further Year and pays the Maintenance Fees for that further Year in full before the end of
the first Year. At the end of each term of Maintenance Services thereafter, the Licensee may
purchase further periods of Maintenance Services on notifying the Licensor prior to the end of
the current term and paying the Maintenance Fees for the said further term in full prior to the
expiry of the current term.

7.3 If requested by the Licensee, the Licensor will provide training and/or training materials in the
installation and use of the Software at the price agreed between the parties.

8. PAYMENT OF LICENCE FEES AND MAINTENANCE FEES

8.1 In respect of a Fixed Term Licence granted to the Licensee under Clause 2.1, the Licensee
shall pay the Licensor the Licence Fees as follows, subject to receipt of an appropriate invoice:

8.1.1 for the Initial Term of this Agreement, the Licence Fees in full on or before the Effective
Date; and

8.1.2 for each Renewal Term after the Initial Term of the Agreement, the Licence Fees for
the relevant Renewal Term in full by no later than the expiry of the current term of the
Agreement.

8.2 In respect of a Perpetual Licence granted to the Licensee under Clause 2.1, the Licensee shall
pay the Licensor the Licence Fees in full on or before the Effective Date subject to receipt of an
appropriate invoice.

8.3 In respect of Maintenance Services, under a Perpetual Licence, for each period of Maintenance
Services required by the Licensee under Clause 7.2, the Licensee shall pay the Maintenance
Fees in full by no later than the expiry of the current term during which Maintenance Services
are provided.

8.4 All invoices shall be due and payable within 30 days of their date.

8.5 The Licensor shall invoice the Licensee immediately on the Licensee ordering same, for any
additional services, New Versions, additional licences or any other charges falling due under
this Agreement by the Licensee.

8.6 Any and all sums due hereunder are exclusive of value added tax or the equivalent or similar
sales taxes or other taxes and duties, which shall be borne by the Licensee at the relevant rate,
as at the relevant date.

8.7 If the Licensee fails to pay any amount due and payable by it under this Agreement by the due
date, the Licensor shall be entitled (a) to disable the Software and/or cease providing the

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Maintenance Services until payment of all sums due by the Licensee, and (b) to charge the
Licensee interest on the overdue amount from the due date until the date of actual payment,
after as well as before judgement, at the rate of four percent (4%) per annum above the base
rate for the time being of the Bank of England. Such interest shall accrue on a daily basis and
be compounded quarterly. Notwithstanding the foregoing, the Licensor reserves the right to
claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.

9. WARRANTIES

9.1 The Licensor does not warrant that the operation of the Software will be uninterrupted and the
Licensee acknowledges that the Software in general is not free of errors or bugs and agrees
that the existence of any errors or bugs shall not constitute a breach of this Agreement.

9.2 The Licensor warrants that the Software shall perform substantially in accordance with any
specification documentation accompanying the Software on delivery and for ninety (90) days
thereafter (the "Warranty Period"). In the event of any breach of this warranty notified to the
Licensor during the Warranty Period, the Licensors sole obligation shall be to use its
reasonable endeavours to correct by patch or new release (at its sole option) that part of the
Software causing the error PROVIDED THAT the Software has been used in accordance with
any specifications or instructions issued by the Licensor and such error has not been caused by
(a) any modification, variation or addition to the Software not performed by or authorised in
writing by the Licensor; or (b) any incorrect use, abuse or corruption of the Software; or (c) any
use of the Software with software other than the Software or System or on equipment with
which it is incompatible.

9.3 The Licensee shall be responsible for testing each copy of the Software and any and all
Updates and New Versions supplied hereunder for bugs or viruses, and the Licensee agrees
that it shall not hold the Licensor responsible for any damage caused by any such bug or virus
found to exist in the Software, any Updates or any New Versions.

9.4 The Licensee acknowledges that the Software has not been developed to meet its individual
requirements and that it is the Licensee's responsibility to ensure that the facilities and functions
of the Software, as described in the documentation accompanying it, meet its requirements.

9.5 The Licensee shall remain responsible for its own data (including in relation to the creation of
back-up copies), notwithstanding that such data may be used in conjunction with the Software.

9.6 TO THE EXTENT PERMITTED BY APPLICABLE LAW THE LICENSOR DISCLAIMS AND
EXCLUDES ALL OTHER WARRANTIES, REPRESENTATIONS, CONDITIONS,
GUARANTEES OR UNDERTAKINGS WITH RESPECT TO THE SOFTWARE, WHETHER
EXPRESS OR IMPLIED BY STATUTE, COMMON LAW, COURSE OF DEALING OR
OTHERWISE, HOWSOEVER, INCLUDING BUT NOT LIMITED TO ANY IMPLIED
WARRANTIES OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR

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PURPOSE (NOTWITHSTANDING THAT SUCH PURPOSE MAY HAVE BEEN KNOWN TO


THE LICENSOR) AND NON-INFRINGEMENT.

10. LIABILITY

10.1 Notwithstanding anything to the contrary in this Agreement, neither of the parties excludes or
limits its liability for death or personal injury arising from its own negligence, or the negligence of
any of its employees, agents, contractors or authorised representatives or for fraud or for any
other liability which cannot by law be excluded or limited.

10.2 Subject always to Clause 10.1, the Licensor shall not be liable in contract, delict (including
negligence) or otherwise (including by way of indemnity) for:-

10.2.1 any loss of revenues, profits, contracts, business use or anticipated savings or for
business interruption (whether direct or indirect, foreseeable or otherwise);

10.2.2 any loss of goodwill or reputation;

10.2.3 any loss of, damage to or corruption of, data;

10.2.4 any special, indirect or consequential losses or damage,

suffered or incurred as a result of, or arising out of or in connection with the provisions of this
Agreement, or the use or otherwise of the Software or the provision of, or failure to provide, the
Maintenance Services.

10.3 Subject always to Clauses 10.1 and 10.2, the aggregate liability of the Licensor arising from any
breach of the terms of this Agreement and/or negligence on the part of the Licensor or any
employee, agent, contractor or authorised representative of the Licensor shall in no event
exceed an amount equal to the Licence Fees paid by the Licensee during the term of this
Agreement.

11. INTELLECTUAL PROPERTY RIGHTS

11.1 All copyright, trade marks and other intellectual property rights subsisting in or arising out of the
Software (including its source code and/or any Updates or New Versions of it) and the Materials
are and shall remain the exclusive property of the Licensor. Except for the express right to Use
the Software in accordance with the terms of this Agreement, the Licensee shall not at any time
during or after the termination of this Agreement acquire any right, title or interest in or to the
Software (including the Updates and New Versions) or the Materials.

11.2 The Licensor shall, at its own expense, defend the Licensee or, at its option, settle any claim or
action brought against the Licensee by a third party alleging that the possession or use of the
Software (or any part thereof) in accordance with the terms of this Agreement infringes the
intellectual property rights of a third party in the UK ("Infringement Claim") and shall be
responsible for any reasonable losses, damages, costs (including legal fees) and expenses

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incurred by or awarded against the Licensee as a result of or in connection with any such
Infringement Claim. This Clause 11.2 shall not apply where the Infringement Claim in question
is attributable to possession or use of the Software (or any part thereof) by the Licensee other
than in accordance with the terms of this Agreement.

11.3 Clause 11.2 is conditional on:

11.3.1 the Licensee notifying the Licensor in writing, as soon as reasonably practicable, of any
Infringement Claim of which it has notice;

11.3.2 the Licensee not making any admission as to liability or agreeing to any compromise or
settlement of any Infringement Claim without the prior written consent of the Licensor;
and

11.3.3 the Licensor having, at its own expense, the conduct of or the right to settle all
negotiations and litigation arising from any Infringement Claim and the Licensee giving
the Licensor all reasonable assistance in connection with those negotiations and such
litigation at the Licensor's request and expense.

11.4 If any Infringement Claim is made, or in the Licensor's reasonable opinion is likely to be made,
against the Licensee, the Licensor may at its sole option and expense:

11.4.1 procure for the Licensee the right to continue using the Software (or any part thereof) in
accordance with the terms of this Agreement; or

11.4.2 modify the Software so that it ceases to be infringing; or

11.4.3 replace the Software with non-infringing software; or

11.4.4 terminate this Agreement immediately by notice in writing to the Licensee and refund
any of the Licence Fees already paid by the Licensee in respect of the period after the
date of termination, on return by the Licensee of the Software, the Materials and all
copies thereof.

11.5 The Licensee shall indemnify and hold harmless the Licensor against all claims, losses,
damages, costs and expenses incurred by the Licensor as a result of any breach of this
Agreement by the Licensee or any unauthorised use or misuse of the Software by the Licensee
or any third party acting on the Licensees behalf or any claim or threatened claim of
infringement of third party intellectual property rights resulting from any such use or misuse or
breach of this Agreement.

12. TERMINATION

12.1 The Licensee may terminate this Agreement, and/or in respect of the Perpetual Licence(s), the
Maintenance Services at any time by giving notice to the Licensor in writing.

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12.2 Without prejudice to its other rights and remedies under this Agreement or pursuant to any
applicable law, the Licensor may terminate this Agreement at any time by giving written notice
to the Licensee if:

12.2.1 the Licensee is in breach of any of the terms of this Agreement;

12.2.2 a petition is presented, an order is made or a meeting is convened for the purpose of
considering a resolution (i) for the making of an administration order in respect of the
Licensee or (ii) for the Licensees winding up or dissolution;

12.2.3 a liquidator (interim, provisional or otherwise) is appointed to the Licensee;

12.2.4 the Licensee ceases or threatens to cease to carry on its business or makes or seeks
to make any composition or arrangement with its creditors;

12.2.5 an administration order is made in respect of the Licensee;

12.2.6 an administrator or other receiver, manager, trustee, administrator or other similar


officer is appointed over the whole or a substantial part of a Licensee's assets;

12.2.7 any distress, execution, sequestration or other similar process is levied upon or
enforced against the property of the Licensee and is not paid out within twenty-one
(21) days of a receiver (administrative or otherwise) being appointed in respect of any
of the Licensees assets;

12.2.8 any analogous or similar action or process to those specified in this Clause 12.2 under
any applicable law in any jurisdiction occurs in respect of the Licensee; or

12.2.9 the Licensee challenge's the Licensor's ownership of, or the existence of, intellectual
property rights in the Software or Materials.

12.3 On termination or expiry of this Agreement for any reason, all licences granted to the Licensee
under this Agreement shall cease and the Licensee shall immediately erase the Software, and
all copies, from the System and any other computer system on to which the Licensee has
installed such and destroy such and the Materials and shall certify to the Licensor that it has
done so. No Licence Fees or Maintenance Fees are or shall be refundable by the Licensor in
the event of termination of this Agreement.

12.4 The provisions of Clauses 6, 8 and 10 to 20 shall survive termination or expiry of this
Agreement for any reason.

13. FORCE MAJEURE

13.1 The Licensor shall be under no liability to the Licensee in respect of anything which may
constitute breach of this Agreement arising by reason of force majeure. For the purposes of this
Agreement "force majeure" shall mean circumstances beyond the control of the Licensor,
including acts of God, perils of the sea or air, fire, flood, drought, explosion, sabotage, accident,

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embargo, riot, civil commotion, acts of local government and parliamentary authority, inability to
supply the Software and/or Materials, breakdown of equipment and labour disputes of whatever
nature and for whatever cause arising, including work to rule, overtime bars, strikes and
lockouts.

14. ENTIRE AGREEMENT

14.1 This Agreement constitutes the entire understanding between the parties relating to the subject
matter hereof and supersedes any prior proposals, understandings, arrangements,
representations, negotiations or agreements between the parties or any of them or their
advisors relating to such. No terms or conditions attached to the Licensee's purchase order or
other documentation issued by the Licensee subsequent to the acceptance of this Agreement
by the Licensee shall be of any effect, unless expressly agreed in writing between the parties.

14.2 Each of the parties acknowledge and agrees that in entering into this Agreement, it does not
rely on any statement, representation, warranty, expression of opinion or undertaking, of any
nature whatsoever made by any person (including any other party or any of its employees,
directors, professional advisers or agents) not expressly included in this Agreement as a
warranty (a Prior Representation). Each party undertakes that it has only relied on the
express warranties and terms contained in this Agreement and agrees that its only remedy for
breach of any of such shall be damages in contract for breach of warranty or contract under the
terms of this Agreement and not rescission or termination of this Agreement, nor damages in
tort or under statute. To the extent that, notwithstanding the foregoing a Prior Representation
has been made and relied upon by any party, the relevant party unconditionally and irrevocably
waives any claims, rights or remedies it may have in relation thereto.

15. WAIVER

15.1 A failure, delay or neglect by any party to exercise any right or remedy at law or pursuant to any
provision of this Agreement shall not be construed or deemed to constitute a waiver of such
rights or remedies, nor in any way affect the validity of the whole or any part of this Agreement
nor prejudice party's rights to take subsequent action.

15.2 No waiver shall be effective unless in writing, signed by the party whose waiver it purports to be.

16. SEVERABILITY

16.1 If any provision of this Agreement is declared to be void or unenforceable by any competent
judicial or administrative authority in any jurisdiction, such provision will be deemed not to form
part of this Agreement, and the parties shall use their reasonable endeavours in good faith to
modify this Agreement so that the intent of this Agreement may be legally carried out.

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17. NOTICES

17.1 Any notice, consent, confirmation or other information required or authorised by this Agreement
shall be in writing and shall be given by hand or sent by fax, e-mail, pre-paid first class recorded
delivery post or registered airmail to the other parties at the addresses specified in this
Agreement or such other address as may from time to time be notified in writing by any party to
this Agreement. Notices shall be deemed given (a) on delivery when given by hand, (b) if sent
by pre-paid first class recorded delivery post, two business days after the date of posting, (c) if
sent by registered airmail, at 09.00 (local time in the place to where the notice is sent) on the
fifth business day after the date of posting, (d) if sent by fax at the time the transmission has
been confirmed by an activity report or journal from the sender's fax machine showing the fax
number of the recipient, time of transmission and number of pages successfully transmitted,
and (e) if sent by e-mail, at the time of transmission.

17.2 Any notice concerning termination or variations of this Agreement shall only be validly sent if
served personally or by pre-paid first class or recorded delivery post.

18. ASSIGNATION

18.1 The Licensee shall not assign, transfer or sub-licence any of its rights or obligations under this
Agreement without the prior written consent of the Licensor.

18.2 The Licensor may transfer, assign, charge, sub contract or otherwise dispose of this
Agreement, or any part of its rights hereunder.

19. VARIATION

19.1 No amendment or variation to the terms of this Agreement shall be effective unless such
amendment or variation is in writing and is signed by or on behalf of each of the parties.

20. GOVERNING LAW

20.1 This Agreement shall be governed by and construed in accordance with the laws of Scotland
and the parties hereby agree that the Scottish courts shall have jurisdiction over all disputes
arising therefrom or in connection herewith.

Version: 20 February 2015

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