Rig-to-cloud solutions for resource and drilling companies.

OCRIS Software is owned and supplied by NIMBLE TECH CO. Downloading, installing or using the nimble tech co supplied software constitutes acceptance of this agreement. The nimble tech co is willing to license the software to you only upon the condition that you accept all of the terms contained in this license agreement. By downloading or installing the software, or using the equipment that contains this software, you are binding yourself and the business entity that you represent (collectively, "Customer") to this agreement. If you do not agree to all of the terms of this agreement, then the nimble tech co is unwilling to license the software to you and (a) do not download, install or use the software, and (b) you may return the software for a full refund. Your right to return and refund expires 30 days after purchase from the nimble tech co or an authorised the nimble tech co reseller, and applies only if you are the original end user purchaser. License. Conditioned upon compliance with the terms and conditions of this Agreement, The Nimble Tech Co grants to Customer a nonexclusive and non-transferable license to use for Customer's internal business purposes the Software and the Documentation for which Customer has paid the required license fees. "Documentation" means written information (whether contained in user or technical manuals, training materials, specifications or otherwise) specifically pertaining to the Software and made available by The Nimble Tech Co with the Software in any manner (including on CD-ROM, or on-line). Customer's license to use the Software shall be limited to, and Customer shall not use the Software in excess of, a single hardware chassis or card or that number of agent(s), concurrent users, sessions, IP addresses, port(s), seat(s), server(s) or site(s), as set forth in the applicable Purchase Order which has been accepted by The Nimble Tech Co and for which Customer has paid to The Nimble Tech Co or an authorised The Nimble Tech Co reseller the required license fee. General Limitations. This is a license, not a transfer of title, to the Software and Documentation, and The Nimble Tech Co retains ownership of all copies of the Software and Documentation. Customer acknowledges that the Software and Documentation contain trade secrets of The Nimble Tech Co, its suppliers or licensors, including but not limited to the specific internal design and structure of individual programs and associated interface information. Accordingly, except as otherwise expressly provided under this Agreement, Customer shall have no right, and Customer specifically agrees not to: (i) transfer, assign or sublicense its license rights to any other person or entity; (ii) make error corrections to or otherwise modify or adapt the Software or create derivative works based upon the Software, or permit third parties to do the same; (iii) reverse engineer or decompile, decrypt, disassemble or otherwise reduce the Software to human-readable form, except to the extent otherwise expressly permitted under applicable law notwithstanding this restriction; (iv) disclose, provide, or otherwise make available trade secrets contained within the Software and Documentation in any form to any third party without the prior written consent of The Nimble Tech Co. Customer shall implement reasonable security measures to protect such trade secrets. To the extent required by law, and at Customer's written request, The Nimble Tech Co shall provide Customer with the interface information needed to achieve interoperability between the Software and another independently created program, on payment of The Nimble Tech Co applicable fee, if any. Customer shall observe strict obligations of confidentiality with respect to such information and shall use such information in compliance with any applicable terms and conditions upon which The Nimble Tech Co makes such information available. Software, Upgrades and Additional Copies. For purposes of this Agreement, "Software" shall include (and the terms and conditions of this Agreement shall apply to) computer programs, including firmware, as provided to Customer by The Nimble Tech Co or an authorised The Nimble Tech Co reseller, and any upgrades, updates, bug fixes or modified versions thereto (collectively, "Upgrades") or backup copies of the Software licensed or provided to Customer by The Nimble Tech Co or an authorised The Nimble Tech Co reseller. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT: CUSTOMER HAS NO LICENSE OR RIGHT TO USE ANY ADDITIONAL COPIES OR UPGRADES UNLESS CUSTOMER, AT THE TIME OF ACQUIRING SUCH COPY OR UPGRADE, ALREADY HOLDS A VALID LICENSE TO THE ORIGINAL SOFTWARE AND HAS PAID THE APPLICABLE FEE FOR THE UPGRADE OR ADDITIONAL COPIES; AND THE MAKING AND USE OF ADDITIONAL COPIES IS LIMITED TO NECESSARY BACKUP PURPOSES ONLY. Proprietary Notices. Customer agrees to maintain and reproduce all copyright and other proprietary notices on all copies, in any form, of the Software in the same form and manner that such copyright and other proprietary notices are included on the Software. Except as expressly authorised in this Agreement, Customer shall not make any copies or duplicates of any Software without the prior written permission of The Nimble Tech Co. Term and Termination. This Agreement and the license granted herein shall remain effective until terminated. Customer may terminate this Agreement and the license at any time by destroying all copies of Software and any Documentation. Customer's rights under this Agreement will terminate immediately without notice from The Nimble Tech Co if Customer fails to comply with any provision of this Agreement. Upon termination, Customer shall destroy all copies of Software and Documentation in its possession or control. All confidentiality obligations of Customer and all limitations of liability and disclaimers and restrictions of warranty shall survive termination of this Agreement. Customer Records. Customer grants to The Nimble Tech Co the right to examine Customer's books, records and accounts in relation to their use of the Software during Customer's normal business hours to verify compliance with this Agreement. In the event such audit discloses non-compliance with this Agreement, Customer shall promptly pay to The Nimble Tech Co the appropriate license fees, plus the reasonable cost of conducting the audit. Limited Warranty Subject to the limitations and conditions set forth herein, The Nimble Tech Co warrants that commencing from the date of shipment to Customer (but in case of resale by an authorised The Nimble Tech Co reseller, commencing not more than ninety (90) days after original shipment by The Nimble Tech Co), and continuing for a period of the longer of (a) ninety (90) days or (b) the software warranty period (if any) set forth in the warranty card accompanying the product of which the Software is a part (the "Product") (if any): (a) the media on which the Software is furnished will be free of defects in materials and workmanship under normal use; and (b) the Software substantially conforms to the Documentation. The date of shipment of a Product by The Nimble Tech Co is set forth on the packaging material in which the Product is shipped. Except for the foregoing, the Software is provided AS IS. This limited warranty extends only to the Customer who is the original licensee. Customer's sole and exclusive remedy and the entire liability of The Nimble Tech Co and its suppliers and licensors under this limited warranty will be (i) replacement of defective media and/or (ii) at The Nimble Tech Co’s option, repair, replacement, or refund of the purchase price of the Software, in both cases subject to the condition that any error or defect constituting a breach of this limited warranty is reported to The Nimble Tech Co or the party supplying the Software to Customer, if different than The Nimble Tech Co, within the warranty period. The Nimble Tech Co or the party supplying the Software to Customer may, at its option, require return of the Software as a condition to the remedy. In no event does The Nimble Tech Co warrant that the Software is error free or that Customer will be able to operate the Software without problems or interruptions. In addition, due to the continual development of new techniques for intruding upon and attacking networks, The Nimble Tech Co does not warrant that the Software or any equipment, system or network on which the Software is used will be free of vulnerability to intrusion or attack. Restrictions. This warranty does not apply if the Software, Product or any other equipment upon which the Software is authorised to be used (a) has been altered, except by The Nimble Tech Co or its authorised representative, (b) has not been installed, operated, repaired, or maintained in accordance with instructions supplied by The Nimble Tech Co, (c) has been subjected to abnormal physical or electrical stress, misuse, negligence, or accident; or (d) is licensed, for beta, evaluation, testing or demonstration purposes for which The Nimble Tech Co does not charge a purchase price or license fee. DISCLAIMER OF WARRANTY EXCEPT AS SPECIFIED IN THIS WARRANTY, ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SATISFACTORY QUALITY, NON-INTERFERENCE, ACCURACY OF INFORMATIONAL CONTENT, OR ARISING FROM A COURSE OF DEALING, LAW, USAGE, OR TRADE PRACTICE, ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW AND ARE EXPRESSLY DISCLAIMED BY THE NIMBLE TECH CO, ITS SUPPLIERS AND LICENSORS. TO THE EXTENT AN IMPLIED WARRANTY CANNOT BE EXCLUDED, SUCH WARRANTY IS LIMITED IN DURATION TO THE EXPRESS WARRANTY PERIOD. General Terms Applicable to the Limited Warranty Statement and End User License Agreement Disclaimer of Liabilities. REGARDLESS WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, IN NO EVENT WILL THE NIMBLE TECH CO OR ITS SUPPLIERS BE LIABLE FOR ANY LOST REVENUE, PROFIT, OR LOST OR DAMAGED DATA, BUSINESS INTERRUPTION, LOSS OF CAPITAL, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY OR WHETHER ARISING OUT OF THE USE OF OR INABILITY TO USE SOFTWARE OR OTHERWISE AND EVEN IF THE NIMBLE TECH CO OR ITS SUPPLIERS OR LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In no event shall The Nimble Tech Co or its suppliers' or licensors' liability to Customer, whether in contract, tort (including negligence), breach of warranty, or otherwise, exceed the price paid by Customer for the Software that gave rise to the claim or if the Software is part of another Product, the price paid for such other Product. Customer agrees that the limitations of liability and disclaimers set forth herein will apply regardless of whether Customer has accepted the Software or any other product or service delivered by The Nimble Tech Co. Customer acknowledges and agrees that The Nimble Tech Co has set its prices and entered into this Agreement in reliance upon the disclaimers of warranty and the limitations of liability set forth herein, that the same reflect an allocation of risk between the parties (including the risk that a contract remedy may fail of its essential purpose and cause consequential loss), and that the same form an essential basis of the bargain between the parties. The Warranty and the End User License shall be governed by and construed in accordance with the laws of the State of Western Australia, without reference to or application of choice of law rules or principles. The United Nations Convention on the International Sale of Goods shall not apply. If any portion hereof is found to be void or unenforceable, the remaining provisions of the Agreement shall remain in full force and effect. Except as expressly provided herein, this Agreement constitutes the entire agreement between the parties with respect to the license of the Software and Documentation and supersedes any conflicting or additional terms contained in any purchase order or elsewhere, all of which terms are excluded. This Agreement has been written in the English language, and the parties agree that the English version will govern.