Cancha Academic License Agreement

Academic License Agreement

Because this is a royalty-free license for Academic Research, no changes may be made to this Agreement. If the Licensee does not agree with the terms, please contact Transmin for a commercial end user license.

1. INTRODUCTION:

Parties:

This Software License Agreement (“Agreement”) is a legal agreement between the “Licensee” and Transmin MC SAC, a company incorporated in Peru with registered number 20506197539 (“Transmin”) as of the Effective Date for an Academic release versions of Cancha® computer software and any associated media (“Software”), and the release notes made available at the time of release of the Software as available on the cancha.pe website (http://www.cancha.pe/) (“Documents”).

2. EFFECTIVE DATE: ____________________________

3. ACADEMIC RESEARCH:

Transmin issues no-cost Academic Licenses for Academic Research use in order to foster and support bona fide academic research. “Academic Research” means not-for-profit research performed at the Licensee’s facilities that does not benefit a commercial entity and that is not subject to consulting or licensing obligations or other grant of rights to any commercial entity. Transmin expects research discoveries made under this Agreement to be released into the public domain. Other uses are subject to Section 7.

4. TERM:

The term of this Agreement is for one year from the Effective Date. Licensee may request an extension for an additional one-year period, and Transmin will review eligibility and may grant an extension in its sole discretion. Academic Licenses may be terminated at any time on notice to the Licensee at the sole discretion of Transmin, with or without cause and as further described in Section 15 (Termination).

5. ELIGIBILITY:

Eligibility for an Academic License will be determined for each individual research group. Thus, eligibility may differ among distinct research groups within a single degree granting institution, and Academic Licenses will only apply to the research group of a specific Principal Investigator. Transmin in its sole discretion will determine the Licensee’s eligibility for an Academic License, contingent on the continued accuracy of the pertinent information provided by the Licensee and continued compliance with this Agreement. Eligibility for an Academic License is not permanent, and eligibility will be reevaluated periodically. Any determination of academic eligibility, and Transmin academic licensing policy, may be changed at any time without prior notice, at Transmin's sole discretion.

6. LICENSE GRANT:

During the Term, subject to the terms and conditions of this Agreement, Transmin grants to the Licensee a nonexclusive, nontransferable license to “Use” the Cancha Software product ("Software") that Transmin chooses to make available and accompanying documentation ("Documentation") in the manner described below under "Scope of License Grant." “Use” means internal end use by the Licensee at its research facilities for purely non-commercial academic research. This is a license agreement and not an agreement for sale. All rights not specifically granted are reserved to Transmin. The Licensee shall use its good faith reasonable efforts to notify members of the Licensee research group of the existence of this Agreement and the Scope of License Grant and other license restrictions.

7. SCOPE OF LICENSE GRANT:

Licensee may download and install the Software, and use the Software on computers at their research facilities. Licensee may not: disable or bypass any time limitation mechanism contained in the Software; modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Software; rent, lease, grant a security interest in, or otherwise distribute or transfer rights to the Software; or remove any proprietary notices or labels on the Software. Licensee may not allow anyone other than the Licensee and the immediate members of their research group to use the Software. Licensee shall not, and shall not allow their research group members, to use the Software in any manner other than according to the terms of this Agreement.

8. WHEN ACADEMIC BECOMES COMMERCIAL:

The reality of the modern world is that academic research is seldom non-commercial. Discoveries lead to university spin-offs. Collaborations with commercial entities blur the lines of public and private research. Software, sometimes competing with Transmin’s offerings, is written and distributed, licensed or patented. Transmin appreciates this complexity and lists the expected and required behavior by the Licensee in any of the following situations:

1. Contract Research. Contract research means the Software is used for the express benefit of a commercial partner, including, but not limited to geometallurgical modelling. Transmin requires that both the Licensee and the commercial partner either have current (and actively maintained) licenses or purchase the appropriate licenses.

2. Software Development. “Derived Software” means Software that incorporates or is built on Transmin applications or toolkits for redistribution to other parties. End users of the Derived Software must apply for the appropriate licenses from Transmin or, in the case of such software becoming distributed for consideration, that the Licensee must negotiate an equitable royalty with Transmin.

3. Publications. Licensee must obtain a waiver from Transmin to publish either data or reports generated by the Software. Proper attribution to Transmin for the Software licenses used to create the pubication is required.

4. Comparison studies. Transmin requires notification of any publication comparing our methods to those of others. We encourage communication as to the purpose and conclusions of any such work before publication. Transmin reserves the right to restrict the length of licenses granted for this purpose.

5. Reverse engineering. Transmin reserves the right to both ban individuals, research groups and even institutions that acquire licenses for the purpose of producing comparable software or features, and to seek recompense via the appropriate judicial channels. Any and all information (including without limitation, source code) discerned through reverse engineering or de-compiling or disassembly is hereby assigned by the Licensee and Institution to Transmin and is a confidential trade secret of Transmin.

9. LICENSE KEYS:

The Licensee acknowledges that the Software needs to be activated by time-limited and machine-limited license keys. The Licensee shall receive its license key from Transmin on an annual basis or as otherwise determined by Transmin.

10. AUDIT:

Transmin reserves the right to audit the Licensee’s compliance with this Agreement from time to time during normal business hours.

11. NO WARRANTY:

THE SOFTWARE AND DOCUMENTATION ARE PROVIDED "AS IS" AND WITHOUT ANY WARRANTY OF ANY KIND. Transmin AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT OF THIRD PARTIES' RIGHTS. SOME JURISDICTIONS DO NOT ALLOW EXCLUSIONS OR DISCLAIMERS OF WARRANTIES, IN WHICH CASE THE ABOVE EXCLUSIONS OR DISCLAIMERS MAY NOT APPLY.

12. NO SUPPORT:

No support is provided with an Academic License. Transmin may in its sole discretion and at its own schedule, but without obligation, review the merit of any reported issues, requests for enhancement or questions about usage and may deliver a response.

13. TITLE:

Title, ownership and intellectual property rights in the Software and Documentation shall remain in Transmin. The Software and Documentation are protected by copyright and other intellectual property laws and by international treaties.

14. OPEN-SOURCE COMPONENTS:

Certain components of the Software comprise of open-source programs that are referenced on the website http://www.cancha.pe/support/downloads/opensource (collectively the “Open-Source Components). You may modify or replace these components; provided that you otherwise comply with the terms of this license and any applicable licensing terms governing the use of the Open-Source Components. Transmin is not obligated to provide any maintenance, technical or other support for the resultant modified Software.

15. NONDISCLOSURE:

Licensee shall take reasonable steps to maintain the confidential and trade secret status of the Software, Documentation and other proprietary Transmin information and materials provided to Licensee. The Licensee’s obligations under this Section shall survive expiration or termination of this Agreement for a period of three (3) years.

16. TERMINATION:

In addition to Transmin’s termination rights in Section 4 (Term), this Agreement shall automatically and immediately terminate if Licensee fails to comply with the terms and conditions described herein. Upon termination due to commercialization, pursuant to the Section "WHEN ACADEMIC BECOMES COMMERCIAL," the Licensee shall purchase an appropriate commercial license and execute a standard licensing agreement. Upon expiration or termination in any other conditions, the Licensee will destroy all copies of the Software and Documentation and within thirty (30) days send a written certification of compliance to Transmin.

17. EXPORT CONTROLS:

The Software and related technology may not be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) Cuba, Iran, North Korea, Sudan, Syria, or any other country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Denial Orders. Licensee agrees to the foregoing and represents and warrants that they are not located in, under the control of, or a national or resident of any such country or on any such list. In addition, the Licensee agrees to comply with any other applicable U.S. export control laws and any local laws in their jurisdiction that may impact the right to import, export, or use the Software.

18. LIMITATION OF LIABILITY:

To the maximum extent permitted by applicable law:

1. In no event will Transmin or its suppliers or resellers be liable to Licensee or any other person for any indirect, special, incidental, or consequential damages of any kind, including without limitation, damages for lost profits or revenue, business interruption, loss of data, computer failure or malfunction, or any and all other similar damages or losses, whether foreseeable or not.

2. In no event will Transmin be cumulatively liable for any and all direct and indirect, special, incidental, or consequential damages of any kind in excess of one hundred dollars ($100), even if Transmin shall have been informed of the possibility of such damages, or for any claim by any third party.

3. Each party shall be responsible for all reasonable claims for damage to any property or persons which arise solely out of or in consequence of the negligent act or omission of such party or its students, subordinates, employees, agents or contractors, whether such claims are made by the other party or a third party; provided that neither party shall be liable for damage which results in whole or in part from any negligent act or omission of the other party or its students, subordinates, employees, agents or contractors.

19. GENERAL:

This Agreement represents the complete agreement concerning the subject matter hereof and may be amended or waived only by a writing executed by both Licensee and Transmin. If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable. This Agreement shall be governed by Peruvian law, excluding conflict of law provisions. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Sections 7, 8, 10, 11, 12, 13, 14, 15, 16, 17, 18, and 19 of this Agreement will survive any termination or expiration of this Agreement. The Licensee acknowledges that Transmin would suffer substantial damage if the Licensee breached this Agreement and agrees that if that happened, Transmin is entitled (in addition to any other rights or remedies) to obtain an injunction from any court with jurisdiction, without posting of bond or other security.

20. COUNTERPARTS:

This Agreement may be executed in one or more counterparts, any one of which need not contain the signature of more than one party, but all of which together shall constitute one and the same Agreement. This Agreement and the signatures affixed hereto may be delivered via exchange of original hard copies, by facsimile, or electronically by PDF, and all such signatures and this Agreement so delivered shall be deemed to be originals for all purposes and given the same legal force and effect as the original hard copy of this Agreement and original signatures.

This Agreement is executed effective as of the Effective Date.