Terms of Service

Fovea inspection software, including all updates, upgrades, documentation, and related materials provided by FRAS.

The right to use the Software as granted under these Terms, which may be a Perpetual License, Subscription License, or Trial License.

A license granting indefinite use of a specific version of the Software, subject to these Terms.

A time-limited license granting use of the Software for a specified subscription period (monthly or annual).

A temporary, limited license provided for evaluation purposes only.

Technical support and software updates provided by FRAS.

Subject to CUSTOMER's compliance with these Terms and payment of applicable fees, FRAS grants CUSTOMER a non-exclusive, non-transferable license to use the Software in accordance with the license type purchased.

Perpetual License: Grants CUSTOMER the right to use the licensed version of the Software indefinitely. Maintenance (including updates and support) is included for the first year and may be renewed annually thereafter.

Subscription License: Grants CUSTOMER the right to use the Software during the active subscription period. Subscription includes Maintenance for the duration of the subscription.

Trial License: Grants CUSTOMER temporary access to evaluate the Software for a limited period as specified in the trial agreement. Trial licenses are provided for evaluation purposes only and may have limited functionality.

Each license permits installation and use on a single workstation only. Multiple installations require multiple licenses unless otherwise specified in a separate written agreement.

• Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Software
• Modify, adapt, translate, or create derivative works based on the Software
• Remove, alter, or obscure any proprietary notices on the Software
• Rent, lease, lend, sell, sublicense, distribute, or transfer the Software to any third party
• Use the Software for any illegal purpose or in violation of applicable laws
• Share login credentials or license keys with unauthorized users
• Install the Software on more workstations than licensed

CUSTOMER is responsible for all use of the Software under the license, including any unauthorized access resulting from CUSTOMER's failure to protect credentials.

CUSTOMER agrees to pay all fees associated with the license as specified in the purchase agreement or invoice. All fees are in the currency specified on the invoice.

Unless otherwise agreed in writing, payment is due within thirty (30) days of the invoice date. Late payments may be subject to interest charges and suspension of services.

All sales are final. Fees paid for Perpetual Licenses and activated Subscription Licenses are non-refundable. Trial Licenses are provided at no charge and do not involve refunds.

Subscription Licenses and optional Maintenance for Perpetual Licenses renew automatically unless CUSTOMER provides written notice of non-renewal at least thirty (30) days before the renewal date. Renewal fees are subject to change with reasonable notice.

Perpetual Licenses include one (1) year of Maintenance from the date of purchase. After the first year, Maintenance may be renewed annually for an additional fee.

Subscription Licenses include Maintenance for the duration of the active subscription.

Maintenance includes access to technical support and software updates (including bug fixes, improvements, and new versions) released during the Maintenance period.

If CUSTOMER does not maintain an active Maintenance agreement, CUSTOMER may continue to use the licensed version of the Software (Perpetual Licenses only), but CUSTOMER will not receive updates, bug fixes, or technical support.

CUSTOMER retains all ownership rights to data, scans, reports, templates, configurations, and other content created using the Software ("Customer Data"). FRAS claims no ownership rights to Customer Data.

FRAS may collect and analyze anonymized, aggregated usage data and performance metrics from the Software to improve product quality, develop new features, and enhance user experience. This data does not include any personally identifiable information or proprietary Customer Data.

FRAS will not access, use, or disclose Customer Data except as necessary to provide support services at CUSTOMER's request or as required by law.

Results produced by the Software must be reviewed, validated, and interpreted by qualified professionals

CUSTOMER is solely responsible for ensuring that use of the Software complies with applicable industry standards, codes, regulations, and safety requirements

FRAS does not provide engineering, inspection, or compliance advice

Final inspection decisions, fitness-for-service assessments, and maintenance recommendations remain CUSTOMER's sole responsibility

The Software is intended for use by trained personnel with appropriate domain expertise in NDT, corrosion assessment, and structural integrity

FRAS warrants that the Software will perform substantially in accordance with its documentation under normal use during the Maintenance period. CUSTOMER's sole remedy for breach of this warranty is, at FRAS's option, repair or replacement of the Software or refund of the fees paid.

EXCEPT AS EXPRESSLY PROVIDED IN SECTION 9.1, THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, FRAS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AND RELIABILITY. FRAS DOES NOT WARRANT THAT THE SOFTWARE WILL BE ERROR-FREE, UNINTERRUPTED, OR MEET CUSTOMER'S SPECIFIC REQUIREMENTS.

The Software, including all algorithms, code, interfaces, documentation, and related intellectual property, is and remains the exclusive property of FRAS and its licensors. These Terms do not transfer any ownership rights to CUSTOMER.

If CUSTOMER provides FRAS with feedback, suggestions, or recommendations regarding the Software, FRAS may use such feedback without obligation or compensation to CUSTOMER.

• Perpetual Licenses remain in effect indefinitely unless terminated in accordance with these Terms.
• Subscription Licenses remain in effect for the duration of the active subscription period.
• Trial Licenses remain in effect for the trial period specified in the trial agreement.

FRAS may terminate CUSTOMER's license immediately if CUSTOMER breaches any provision of these Terms. Upon termination for breach, CUSTOMER must immediately cease all use of the Software and uninstall all copies.

Perpetual Licenses: If Maintenance expires or is not renewed, CUSTOMER may continue to use the licensed version of the Software but will not receive updates or support. If the license is terminated for breach, CUSTOMER must cease use immediately.

Subscription Licenses: Upon expiration or termination, CUSTOMER must immediately cease all use of the Software and uninstall all copies.

Trial Licenses: Upon expiration, CUSTOMER must immediately cease all use and uninstall the Software unless CUSTOMER purchases a Perpetual or Subscription License.

Sections relating to payment obligations, disclaimers, limitation of liability, intellectual property, and governing law survive termination of these Terms.

These Terms are governed by and construed in accordance with the laws of the Province of Quebec and the federal laws of Canada applicable therein, without regard to conflict of law principles.

Any dispute arising out of or related to these Terms or the Software shall be subject to the exclusive jurisdiction of the courts of the Province of Quebec.

These Terms, together with any purchase agreement or invoice, constitute the entire agreement between CUSTOMER and FRAS regarding the Software and supersede all prior agreements and understandings.

FRAS may update these Terms from time to time. Continued use of the Software after changes indicates acceptance of the updated Terms. Material changes will be communicated with reasonable notice.

CUSTOMER may not assign or transfer the license or these Terms without FRAS's prior written consent. FRAS may assign these Terms without restriction.

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions remain in full force and effect.

Failure to enforce any provision of these Terms does not constitute a waiver of that provision or any other provision.

FRAS is not liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, labor disputes, or internet service failures.