Online Pre-Release Software Licensing Agreement
- version 1.5 - May 25, 2022 – Deltares USA Inc.

 

If you require a printed version of this Pre-Release Software License  Agreement prior to accepting these terms and conditions, please use the “Print Terms and Conditions” button at bottom of this page.

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Please read this pre-release software license agreement.

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This is a legal agreement between the prospective evaluator, either an individual or an entity, (hereafter: “Evaluator”), and Deltares USA Inc. (hereafter “Deltares USA”) to license to Evaluator the pre-release version of Delft3D software(hereafter “Pre-Release Software”). 

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By marking the “I Accept” checkbox:

1. You expressly declare you are authorized to act on behalf of Evaluator for the purposes of accepting this pre-release software license agreement (hereafter “License Agreement”);

2. You expressly accept on behalf of Evaluator this License Agreement and accept being legally bound by the terms and conditions contained herein.

 

If you are not authorized to act on behalf of Evaluator to accept the terms of this  License Agreement, or if Evaluator does not agree with the terms of this LicenseAgreement, please do not mark the “I agree” checkbox and click the “Cancel” checkbox.

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WHEREAS

• Deltares USA, Inc. is a not-for-profit organization with the mission of expanding the scientific knowledge of inland and coastal water systems and to distribute that knowledge as widely as possible within the USA and Canada; 

• The foundation Stichting Deltares lawfully established under the laws of the Netherlands, hereinafter referred to as “Deltares Netherlands”, is a not-for-profit independent institute for applied water resources research; 

• Deltares Netherlands owns the intellectual property of the computer programs developed by Deltares Netherlands, as described below, hereinafter referred to as “Pre-Release Software”;

• Deltares USA is licensed to use, to modify and to sublicense the Pre-Release Software;

• The Pre-Release Software is under development by Deltares Netherlands and is not fit neither allowed to be used for any use besides internal review, testing and evaluation;

  Evaluator wishes to acquire an non-exclusive and non-tranferable license without the right of dissemination, to use internally within the organization of Evaluator, the Pre-Release Software for review, testing and evaluation of functionality of the Pre-Release Software;

• Deltares USA grants Evaluator a Pre-Release Software license  for review, testing and evaluation of Pre-Release Software under the following conditions.

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Article 1. Definitions:

• Pre-Release Software: The computer program or the computer programs under development as described below under “Delft3D” and the Documentation and later versions of said computer program and Documentation. 

• Delft3D: An integrated modeling suite, which simulates two-dimensional (in either the horizontal or a vertical plane) and three-dimensional flow, sediment transport and morphology, waves, water quality and ecology and is capable of handling the interactions between these processes.

• Documentation: The manual or manuals and other documents that correspond to the Pre-release Software.

• License Agreement: This Pre-Release Software License Agreement.

 

Article 2. Transfer of Pre-release Software: 

Deltares USA grants Evaluator for the period starting on the date this agreement is signed and until the official release of a maintenance and support version of the Pre-Release Software that includes all required functionality, without a monetary charge, the non-exclusive, non-transferable, non-sublicensable license to use the Pre-Release Software for the purpose and with the limitations specified in Article 3,  within the organization of Evaluator.

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Article 3. Use of Pre-Release Software and the Documentation: 

1.     Evaluator shall only use the Pre-release Software within its own organization, for its own use and for review, testing and evaluation of functionality of the Pre-Release Software. Evaluator shall not make any other use of Pre-release Software or to make available or grant access to Pre-Release Software to any third party, subject to article 5 paragraph 1 under b. 

2.     Evaluator shall not modify and/or adjust Pre-Release Software and/or) carry out alterations to it and/or integrate Pre-Release Software in other software, unless and only in so far as Evaluator has obtained express prior written permission to that effect from Deltares USA. 

3.     Evaluator shall not (or have others) copy Pre-Release Software in any manner whatsoever or (have others) multiply it (in any other way), except for backup purposes. 

4.     Evaluator shall not provide the Pre-Release Software or access to the Pre-Release Software to any other person within their organization or outside their organization. Any additional person who should like to evaluate the Pre-Release Software will be required to access the Pre-Release Software and obtain their own License Agreement.

 

Article 4. Intellectual Property Rights, Ownership: 

Deltares Netherlands owns the copyright to Pre-Release Software. With the License Agreement Deltares USA only grants Evaluator the right to use of Pre-Release Software as described in Article 2. Evaluator acknowledges and agrees that with this user right granted no transfer of ownership whatsoever, including the transfer of the intellectual property rights, is made to Evaluator.

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Article 5.  Confidentiality:

1.     Evaluator shall keep confidential Pre-Release Software which Evaluator has obtained and/or obtains, in any manner, from Deltares under or in connection with the License Agreement. This effort shall at any rate include: 

a.      treating of Pre-Release Software confidentially in keeping with 18 U.S.C. § 1905, The Trade Secrets Act; 

b.     releasing copies of Pre-Release Software solely to those employees of Evaluator or a third party acting on behalf of Evaluator under the conditions of this License Agreement who require access to Pre-Release Software, whereby Evaluator will oblige these employees and third parties to the same confidentiality as Evaluator;

c.      the non-disclosure of information and/or data related to the License Agreement to third parties and/or refraining from making such information and/or data public in any other way without the prior express and written consent of Deltares USA, to be obtained for each separate event. 

d.     using information and/or data obtained solely for the purposes for which they were obtained.

2.     Evaluator's obligation of confidentiality referred to in Article 5.1 shall not apply to information and/or data that were already at Evaluator's free disposal, or were part of the public domain, or were already included in generally accessible literature at the time when they were obtained by Evaluator, or that were obtained by Evaluator from a third party or third parties who was or were free to disclose the relevant information and/or data and who had not obtained the information and/or data from Deltares USA or Deltares Netherlands.

3.     The provisions in this article and article 8 shall remain in full force after termination of the License Agreement, as set forth in Article 7, as well.

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Article 6  No guarantee, no warranty: 

The Pre-Release Software is under development by Deltares Netherlands. Evaluator acknowledges and agrees that the Pre-Release Software may contain bugs, defects, errors and may not be expected to function fully upon installation nor that results obtained with the Pre-Release Software are correct or of proper quality. Evaluator also acknowledges that neither Deltares USA nor Deltares Netherlands is under any obligation to correct any bugs, defects, or errors in the Pre-Release Software or to otherwise support or maintain the Pre-Release Software.

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Article 7.  Duration, Termination: 

1.     The License Agreement concluded for the period starting on the moment Deltares USA has confirmed your acceptance of this License Agreement in the web portal, until the official release of a maintenance and support version of the Pre-Release Software that includes all required functionality, subject to termination in accordance with the provisions of article 7.2. 

2.     Parties are entitled without cause being required, to terminate the License Agreement in writing with immediate effect, without judicial intervention being required.

3.     In the event of termination of the License Agreement, Evaluator shall immediately return to Deltares USA all copies of Pre-Release Software.

4.     In addition, in the event of termination of the License Agreement, Evaluator shall furthermore immediately cease using (additional copies of) Pre-Release Software and delete Pre-Release Software from (all) their computer(s).

5.     "In writing" as mentioned in this article shall also be an email message.

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Article 8.  Liability:

1.     Evaluator agrees that Deltares USA and Deltares Netherlands (including its personnel and non-employees who (have) undertake(n) activities for Deltares USA and/or Deltares Netherlands) shall not be responsible to Evaluator for any loss-of-profit, direct, indirect, incidental, special or consequential damages arising out of the License Agreement or the use of Pre-Release Software, except for damages caused by willful misconduct or gross negligence (Defined as: any act or failure to act (whether sole, joint or concurrent) which seriously and substantially deviates from a diligent course of action or which is in reckless disregard of or indifference to the harmful consequences) of Deltares USA, Deltares Netherlands or its personnel.

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Article 9.  Other provisions:

1.     Changes in and/or deviations to the License Agreement are valid only if they are explicitly agreed between the parties in writing.

2.     The parties are not allowed to assign any rights and/or obligations under the License Agreement, entirely or in part, to third parties without the prior written consent of the other party.

3.     The legal relationship of Deltares USA towards the Evaluator under this License  Agreement shall be that of an independent contractor. This License Agreement shall in no way be deemed to construe a joint-venture or legal entity or a legal relationship of agency or employment.

4.     Maryland Law shall apply to the License Agreement.

5.     All disputes arising pursuant to the License Agreement or derived agreements shall be determined as follows:

Deltares USA and Evaluator will negotiate in good faith to reach an agreement. If negotiations are unsuccessful, Deltares USA and Evaluator agree the dispute shall be settled by mediation. In the event the dispute or any issues remain unresolved after the above steps, the disagreement shall be submitted solely to the competent court in the State of Maryland.

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​​Deltares USA, Inc.
8601 Georgia Ave, Suite 508
Silver Spring, Maryland   20910
Telephone: 301-503-8131
Email: info@deltares-usa.us
Silver Spring, MD

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