This license agreement is between MOSEK ApS, Symbion Science Park, Fruebjergvej 3, DK-2100 Copenhagen Ø, Company reg. No. 20,437,537 (hereinafter referred to as “MOSEK”) and Licensee.
Anybody who wishes to evaluate THE SOFTWARE may free of charge download THE SOFTWARE and a manual for THE SOFTWARE from MOSEK's homepage, provided that they have accepted the terms in this agreement.
The use of THE SOFTWARE can be technically limited in two ways. It can be limited a) with respect to the functionality or b) with respect to the term of the license (typically a 30 days trial period) without being limited with respect to the functionality. Evaluation licensees are forbidden to tamper with these technical limitations. Evaluation licenses are not linked to any specific computers or dongles.
There are two different sorts of commercial license: a normal commercial license and a rental commercial license.
A normal commercial license gives Licensee the right to use THE SOFTWARE with no functional limitations or with explicitly agreed functional limitations for an unlimited period.
A rental commercial license gives Licensee the right to use THE SOFTWARE with no functional limitations or with explicitly agreed functional limitations but only for a limited period. A rental commercial license still in force may be prolonged if the parties can agree on a prolongation. The payment for a rental commercial license includes payment for maintenance during the term of the license.
An academic license gives Licensee the right to use THE SOFTWARE with no functional limitations for an unlimited period. The price for an academic license is heavily reduced compared to a normal commercial license. It is available for academic institutions only. Academic institutions are universities and the like on which students can get at least a bachelor degree (normally after 3 years studying).
THE SOFTWARE and the end user manual are delivered at MOSEK's homepage, where Licensee any time can download both.
Licensee acquires the right to use the delivered (downloaded) object code copies of THE SOFTWARE only and does not acquire any rights of ownership. One license gives Licensee the right to run one copy of THE SOFTWARE on one computer. If Licensee wishes simultaneously to run more than one copy, he must acquire the corresponding number of extra licenses.
In order to be able to control that Licensee does not simultaneously use more copies than he is entitled to, MOSEK has embedded the Flexlm/FLEXnet license system in THE SOFTWARE. The Flexlm/FLEXnet license system is to be linked to specific servers/computers or dongles belonging to Licensee. The computers, on which Licensee wishes to run THE SOFTWARE, must be connected to these servers/computer or dongles, to which the Flexlm/FLEXnet license system becomes linked
In order to be able to use THE SOFTWARE in accordance with the license terms for commercial licenses and academic licenses Licensee must pay the applicable license fee and a) provide MOSEK with certain information about the specific computer(s)/server(s), to which The Flexlm/FLEXnet license system is to be linked (e.g. host ID) or b) buy a dongle to which it can be linked. After that, MOSEK will without undue delay send Licensee an e-mail with an attached license file. With this license file Licensee can enable THE SOFTWARE to be run on Licensee's computer(s).
Licensee shall not be entitled to copy, modify, reverse engineer, disassemble or decompile THE SOFTWARE, unless otherwise expressly stipulated elsewhere in this agreement. Licensee shall, however, be entitled to make copies of THE SOFTWARE for back up purposes. Licensee shall be prohibited from sublicensing and otherwise transferring the use of THE SOFTWARE to third parties, unless otherwise expressly stipulated elsewhere in this agreement.
If Licensee wishes to rehost THE SOFTWARE on (an)other server(s)/computer(s) he can once and only once ask MOSEK to provide him with the necessary new license file(s) free of charge.
If Licensee has a current maintenance agreement, MOSEK will provide the following maintenance services relating to the from time to time latest release of the latest version of THE SOFTWARE:
The license, maintenance and upgrading fees and the terms of payment are those which appear from MOSEK's invoice.
If any sales taxes are imposed by reason of this agreement, Licensee agrees to pay such taxes. Furthermore, Licensee agrees to pay all imposts, taxes and dues imposed outside Denmark in connection with payments under this agreement or related to the transfer of THE SOFTWARE to Licensee.
All confidential information relating to the formation or performance of this agreement, which one of the parties discloses to the other party, shall by the receiving party be treated confidentially as long as the information is still confidential, provided the disclosing party at the time of disclosure in a durable way has designated the information to be confidential.
Sophisticated mathematical optimization modelling is not an exact science. Sophisticated mathematical optimization software cannot be completely error free. Furthermore, the quality of the output from mathematical optimization software is heavily dependent on the quality of the input which the end user feed into the software. For these reasons it is a must that Licensee evaluates the quality of the output data generated by THE SOFTWARE in accordance with generally accepted standards for such evaluations. Should Licensee fail to evaluate the generated output data properly, MOSEK does not take any responsibility for losses which could have been avoided, had the output been duly evaluated.
MOSEK warrants licensees with commercial or academic licenses for a period of 90 days after THE EFFECTIVE DATE that Licensee will be satisfied with THE SOFTWARE. MOSEK does not warrant that operation of THE SOFTWARE will be uninterrupted or error free.
MOSEK warrants for as long as Licensee has a maintenance agreement in force that the maintenance services shall be in accordance with generally accepted sound international industry standards and practices.
Should Licensee not - as warranted by MOSEK - be satisfied with THE SOFT-WARE, Licensee shall during the first 3 months after THE EFFECTIVE DATE be free to a) discontinue use of THE SOFTWARE, b) destroy all copies of THE SOFTWARE, c) return everything received from MOSEK and d) recover the paid license and maintenance fees in full. This is Licensee's sole remedy for breach of that warranty.
If MOSEK is unable within reasonable time to perform maintenance services substantially as warranted, Licensee shall have the right:
a) To demand reperformance of the services without undue delay. b) To terminate the maintenance agreement and recover the part of the maintenance fee, which proportionately corresponds to the remaining part of the current maintenance period.
In the event that MOSEK believes that THE SOFTWARE infringes intellectual property, against which MOSEK has warranted, MOSEK shall have the right at MOSEK's option:
a) to modify THE SOFTWARE to be non-infringing and b) to obtain for Licensee a license to continue Licensee's use of THE SOFTWARE.
If Licensee's right to use The Software gets restricted because of third parties intellectual property rights, against which MOSEK has warranted, Licensee shall have the right to a) discontinue use of THE SOFTWARE, b) destroy all copies of THE SOFTWARE, c) return everything received from MOSEK and d) recover the license fee paid by Licensee to MOSEK for THE SOFTWARE written down over a 5 years term from THE EFFECTIVE DATE.
Should any of the parties breach his obligations according to this agreement, he shall compensate the other party for the economical damage caused by the breach to the extent it is due to negligence. If THE SOFTWARE infringes a third party's intellectual property covered by MOSEK's warranty against such infringements, MOSEK shall only indemnify Licensee damages which Licensee may be liable to pay the third party because of the infringement if Licensee forthwith notifies MOSEK in writing of the claim and MOSEK gets the opportunity to participate in the defence and agree to any settlements.
In no event - except in case of gross negligence - shall any of the parties be liable for any indirect, incidental, special or consequential damages, including loss of profits, revenue, data or use incurred by the other party or any third party whether in action of contract or tort even if the party or any other person has been advised of the possibility of such damages.
MOSEK's liability for damages shall in no event - except in case of gross negligence - exceed the amount received by MOSEK for the particular transaction which gives rise to the liability.
The rights granted Licensee according to this agreement are personal to Licensee and may not be transferred to third parties without the prior written consent of MOSEK, which shall not be unreasonably withheld when the transferee belongs to the same group of companies as Licensee.
Any purchase orders, confirmations of orders and similar documents issued by one of the parties and relating to the subject matter of this agreement shall be considered to be issued and accepted for invoicing and payment purposes only even if they state the opposite and are accepted by the other party without reservations. However, to the extent it is clearly anticipated in this agreement that such documents shall be issued in order to specify quantities, prices and the like, such documents shall be decisive with respect to such matters.
This agreement is governed by Danish law.
Any disputes with relation to this agreement including disputes relating to product liability are to be settled by the courts of Denmark if they cannot be settled amicably through negotiations.
By paying the applicable license fees and/or maintenance fees in accordance with MOSEK's invoices Licensee has accepted to be bound by the terms in this agreement. Thus, execution of this agreement is superfluous.