The COMSOL Software License Agreement (SLA) is the contract that governs the COMSOL Programs, meaning the software that COMSOL delivers under an accepted purchase order and all upgrades, updates and new versions.[1] It is displayed on installation, published at www.comsol.com/sla and shipped in the documentation folder as COMSOL_SoftwareLicenseAgreement.pdf.[2][4] Installing or using the Programs means that the user has accepted the terms, and a third party hired to install the Programs who clicks acceptance represents that it is authorised by the purchaser to do so.[1] COMSOL publishes one version of the agreement for each release, from 4.4 to 6.4, and its licence options page states that the SLA controls over its own summaries.[2][3]
Editions
The agreement is structured in twenty numbered sections plus an Academic Addendum. The licence types that it defines, the NSL, CPU, FNL, CSL, CKL and ASL, are described in COMSOL Multiphysics licence types and COMSOL Server, COMSOL Compiler and applications. Separate agreements apply to the COMSOL Server End User, COMSOL Client and COMSOL Runtime, and to the example Applications that COMSOL publishes.[2]
Grant and restrictions
COMSOL grants “a nonexclusive, nontransferable, limited license to use the Programs, Documentation, and Examples”. The licence applies only to object code, and the Programs are “licensed and not sold”.[1] Some third-party programs that COMSOL includes are licensed under their publishers’ terms, which are listed in an about.txt file and prevail over the SLA for those programs.[1] A licensee may not sell, license, sublicense, rent or distribute any Program, or make it available on a time-sharing basis, except that CSL concurrent-user rights may be sublicensed.[1] The licence is contingent on timely and complete payment.[1]
Other restrictions include a ban on decompiling or reverse engineering, with exceptions for files listed in an offer.txt file and for licensees in the European Union where the conditions in the agreement are met. The Programs may not be used to develop a competing independent software program, and the licensee may not take action to disable the licence manager.[1] A licensee must represent that it uses only COMSOL software validly licensed by COMSOL or its authorised distributors or resellers.[1]
Examples, models and program output
The licensee owns unrestricted rights to computational data generated by use of the Programs, provided it does not reproduce substantial elements of the Programs or of published Models, Physics Interfaces or Applications.[1] Models and Physics Interfaces that the licensee creates may be used, published and distributed worldwide.[1] Examples may be modified as a starting point and, if the changes create a derivative work, distributed, but any Example with a notice of third-party authorship may not be modified or redistributed without express terms.[1] The rules for Applications and Compiled Applications are in COMSOL Server, COMSOL Compiler and applications.
Metrics
The SLA defines the metrics by reference to its licence-type rules rather than by formula. The Named User, the designated computer and the concurrent user are the countable units, and the licence manager supplies the count where one is used.[1] The Academic Addendum adds two ceilings: 30 users for a class kit and 300 concurrent users for an academic server.[1] The catalog metrics are Named User, Designated computer, Concurrent user (FNL), Class Kit concurrent user, COMSOL Server concurrent user and Academic Server concurrent user.
Counting / floors
The SLA specifies no minimum order or floors. It defines the Territory as the country in which COMSOL delivered the licence or any broader region reflected on the invoice, with USMCA members treated as a single country. It limits use, outside the CSL, ASL, Compiled Applications and Model Manager, to the licensee’s internal operations within the Territory, and allows COMSOL to charge an additional fee for installation or use outside it.[1]
“Internal operations” is defined to include use by employees and on-site independent contractors of the licensee, its Subsidiaries, Parent, Parent’s Parent and Affiliates, and the performance of consulting or research for third parties who engage the licensee as an employee or independent contractor. Independent contractors who access an on-site installation remotely are deemed on-site where the licence type permits remote access.[1] The licensee must also notify COMSOL of third parties, with their names, addresses and contact information, that have access to or use the licensed Programs on its behalf.[1] See Licensee must notify COMSOL of third parties.
Virtualization & partitioning
The SLA has no clause on virtual machines, partitioning or processor counts. Its remote-computing rules are by licence type: an NSL permits one encrypted remote connection, a CPU licence permits no remote use and an FNL or CSL may be installed on the server of a third party providing secure remote computing capacity.[1]
Cloud / BYOL
The agreement expressly contemplates cloud computing only through licence-type rules: the NSL and CPU may not be used for cluster or cloud computing, and an FNL or CSL may be.[1] The definition of Maintenance and Support excludes cluster or cloud operating system installation and configuration, hardware support and the interaction of the Programs with other software for cloud computing.[1]
Programs
Licence term, support and updates
- Licence term. The Agreement continues perpetually or for a limited period as shown on the accepted quotation, purchase order or invoice. Term licences end unless the then-current term fee has been paid, and perpetual licences may be used indefinitely subject to termination and the maintenance and support provisions.[1]
- Maintenance and Support. Support is by telephone, hyperlink or email for installation and use, with subsequent releases free of charge, replacement licence files and error workarounds. It runs for twelve months or to the end of the term, and the initial period begins on the first day of the month after the purchase order is accepted.[1] It may be renewed at the then-current price, and COMSOL may charge a restart fee after a lapse.[1] It covers only the latest two released versions and excludes technology previews, alphas and betas.[1] Ending support for one Program ends it for dependent Programs.[1]
- Updates and new versions. Updates and new versions are deemed licensed under the Agreement or a successor version displayed on installation.[1] Product updates are corrections downloaded from COMSOL’s site and need no new licence file.[5]
- Trial licence. A trial may be used only to test functionality, may not be used for commercial, academic or production use and results may not be published. COMSOL sets its type and length, and may cancel it at any time.[1]
- Academic Prices. Institutions get Academic Prices at COMSOL’s sole discretion, may use the Programs only for on-campus classroom instruction and research, and may not use them for commercial, governmental or contract work. COMSOL may verify eligibility from time to time.[1]
Warranty, liability and indemnity
COMSOL warrants that it has the right to grant the licence and that for 90 days from delivery the Programs will conform in all material respects to the documentation. The licensee may obtain a full refund of the initial fee if it terminates within 30 days of delivery of the first version, and delivery is deemed to occur at the start of the initial maintenance period.[1] The remedy for a failed warranty is correction or workaround, or if neither is satisfactory, termination and refund of the initial fee.[1] Beyond that the Programs are provided “as is and with all faults”.[1]
COMSOL’s liability is limited to replacement of defective media under the limited warranty, excluding consequential and similar damages, and capped in total at the aggregate amount paid in the six months before the claim.[1] COMSOL indemnifies the licensee against losses from third-party claims that the Programs infringe intellectual property rights, subject to exclusions for combinations, non-current versions, modifications and non-payment. The licensee indemnifies COMSOL for third-party claims relating to its use of the Programs and to Applications it creates or distributes.[1]
Termination and transfer
COMSOL may terminate by written notice for an uncured breach after 60 days, or 15 days for nonpayment, and at any time for unauthorised use, reproduction or distribution. It may also terminate on 30 days’ notice if the licensee or its group brings a legal proceeding alleging that COMSOL’s products infringe intellectual property rights in the licensee’s Program output.[1] The licensee may terminate at any time but gets no refund except for fees for Programs still within the 30-day Acceptance Period.[1] On termination the licensee must stop using and erase the Programs and deliver copies, and “within five (5) business days” provide a written declaration signed under penalty of perjury attesting to compliance.[1]
COMSOL may freely assign the Agreement. The licensee may not assign or transfer it without COMSOL’s acceptance of the assignee. Consent is not to be unreasonably delayed or withheld where the assignee is not in the business of selling off-the-shelf software licences, the licensee supplies the information needed to issue new licence files, and the assignee is a successor by merger, a purchaser of the entire business unit using the Programs, or an affiliate. COMSOL may charge an administrative fee.[1]
Audits and compliance
The retrieved SLA contains no audit, inspection or self-certification clause apart from the termination declaration. COMSOL may use technologies “to authenticate and validate” use, and licence files and the licence manager enforce quantities technically.[1] Compliance obligations include the third-party notice, the Territory limits, the licence manager rules, the prohibition on sharing credentials, export controls and confidentiality. The Programs are subject to U.S., EU and U.K. export laws, and the licensee warrants that no user is in an embargoed country or on a restricted-party list.[1] Special provisions cover U.S. Government users under FAR and DFARS.[1]
Governing law
For licences purchased in the Americas the SLA is governed by Massachusetts law, with exclusive jurisdiction in the state and federal courts in Massachusetts. Outside the Americas, Swedish law applies and disputes are settled by arbitration under the Rules for Expedited Arbitrations of the Stockholm Chamber of Commerce, seated in Stockholm in English. Actions against COMSOL or its licensors must be brought within two years after the cause of action accrued.[1] The prevailing party in a legal action for breach may recover reasonable attorneys’ fees and costs.[1]
Out of scope
- Prices, discounts and negotiated amendments.
- Signed quotations, purchase orders and distributor terms. The Entire Agreement clause combines the SLA with the price, quantity, territory and term on COMSOL’s invoice, and states that terms in a purchase order do not modify it.[1]
- The data-protection terms. The SLA refers to COMSOL’s privacy policy for personal data.[1]