END USER LICENCE AGREEMENT
WARNING. BEFORE PROCEEDING PLEASE READ THE TERMS OF THIS LICENCE AGREEMENT CAREFULLY. ALL INTELLECTUAL PROPERTY RIGHTS SUBSISTING IN THE ENCLOSED SOFTWARE, INCLUDING ANY DOCUMENTATION, AND AUTHORISED COPIES ARE OWNED BY US. IT IS UNLAWFUL TO LOAD THE SOFTWARE INTO A COMPUTER WITHOUT OUR LICENCE. WE ARE WILLING TO LICENSE THE SOFTWARE TO YOU ONLY ON THE CONDITION THAT YOU ACCEPT ALL THE TERMS CONTAINED IN THIS LICENCE AGREEMENT. BY BREAKING THE SEAL ON THE DISK ENVELOPE AND USING THE SOFTWARE YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH THESE TERMS WE ARE UNWILLING TO LICENSE THE SOFTWARE TO YOU AND YOU SHOULD NOT OPEN THE DISK ENVELOPE. IN SUCH CASE YOU SHOULD, WITHIN 14 DAYS OF PURCHASE, RETURN THE UNOPENED DISK ENVELOPE AND ALL ACCOMPANYING ITEMS TO US OR YOUR SUPPLIER WITH PROOF OF PURCHASE FOR A FULL REFUND.
1.1 “The Medium” means the diskette, CD-ROM, Zip, Executable or other medium on which the Software is recorded.
1.2 “The Software” means the software program and related documentation (if any) covered by this Licence Agreement.
1.3 “We”, “us” and “our” means Internetware Limited.
1.4 “You” means the individual or entity seeking to use the Software (the licensee).
2.1 This Licence Agreement contains the terms on which we permit you to use the Software.
2.2 You only have the right to use the Software if the Software has been licensed to you by us or by our authorised distributor or if you have received a valid assignment from someone else (a “Former Owner”).
2.3 If you do not have a right to use the Software as set out above, you must not use it, or attempt to assign or grant any licence to anyone else. If you attempt to do so, you will be breaking the law and you may be subject to criminal proceedings.
2.4 If you received the Software from a Former Owner, you cannot obtain any greater rights to use the Software than they themselves had. If you fail to obtain the rights you expected, your remedy will be to issue proceedings against the Former Owner. For example, if the Former Owner did not hold a valid licence you will obtain no rights to use the Software from him or her.
3 GRANT OF LICENCE
If you have a valid right to use the Software as set out above, you may use the Software providing the use falls within the permitted use set out below and for no other purpose. Your licence is perpetual and non-exclusive and does not permit you to sub-license.
4 PERMITTED USE
4.1 This Licence Agreement authorises you to load the Software into and use it on a single computer (of the type identified on the package) which is under your control. If you wish to transfer the Software from one computer to another, you must erase the Software from the first hard drive before you install it onto a second hard drive.
4.2 You may copy the Software for backup, archival and other security purposes and make up to two copies of the documentation (if any) accompanying the Software provided that you keep the original and each copy in your possession, that your installation and use of the Software falls within the permitted use set out in this Licence Agreement and that all copyright notices and any other proprietary notices found on the original are reproduced on any such copies or partial copies.
4.3 This Licence Agreement allows you to transfer the Software to another person, on a permanent basis only, provided that all copies of the Software are transferred to that person and/or copies not transferred are destroyed and that the other person agrees to the terms of this Licence Agreement. In this event the licence of the Software to you will automatically terminate.
5 RESTRICTIONS ON USE
You may not, nor permit others to:
5.1 rent, lease, sub-license, assign, transfer or distribute the licence or the Software except as permitted by this Licence Agreement;
5.2 create derivative works based upon the Software or any part of it or remove, obscure or vary any proprietary notices on or in the Software;
5.3 translate, disassemble, decompile, reverse engineer, modify or otherwise tamper with the Software;
5.4 make copies of the Software, in whole or part, except for back-up purposes as permitted in this Licence Agreement or adapt, modify, translate or delete the documentation (if any) accompanying the Software or copy the documentation except as provided by this Licence Agreement.
6.1 You undertake to ensure that any third party is made aware of the terms of this Licence Agreement before using the Software.
6.2 You undertake to hold all data (including object and source codes), drawings, specifications, software listings and all other information relating to the Software, confidential and not at any time disclose the same, during this licence or after its expiry or whether directly or indirectly, to any third party without our consent.
We shall retain ownership of the Software at all times. You only own the Medium on which the Software is recorded which you may retain, on termination of this Licence Agreement, provided the Software is erased.
8 INTELLECTUAL PROPERTY
We own the copyright, trademark, trade names, patents and other intellectual property rights subsisting in or used in connection with the Software, including all documentation (if any) and all other copies which you are authorised to make by this Licence Agreement.
9.1 Subject to clause 9.3, we warrant that the Medium on which the Software is recorded will be free from material defects under normal use and that the copy of the Software in this package will materially conform to the documentation that accompanies it. The Warranty Period is 30 days from the date of your purchase of the Software.
9.2 If the Medium on which the Software is recorded or the Software fails to conform to these warranties you may, as your sole and exclusive remedy, obtain (at our option) either a replacement free of charge or a full refund if you return the Software package (including all documentation (if any)) to us or to your supplier during the Warranty Period with a dated proof of purchase.
9.3 We shall not be liable under the warranties given in clause 9.1 above if the Medium or the Software fails to conform to the said warranty because of any corruption, abuse or incorrect use of the Medium or Software (including use of the Software with equipment or other software which is incompatible) or because of any variation, modification or addition to the Software not performed by us.
We do not warrant that this Software will meet your requirements or that its operation will be uninterrupted or error free. We exclude and expressly disclaim all express and implied warranties or conditions not stated in this Licence Agreement (including without limitation, loss of profits, loss or corruption of data, business interruption or loss of contracts), so far as such exclusion or disclaimer is permitted under the applicable law. This Licence Agreement does not affect your statutory rights.
11.1 Nothing in this Licence Agreement shall exclude or limit our liability for fraudulent misrepresentation or for death or personal injury resulting from our negligence.
11.2 Our entire liability to you in respect of any claim whatsoever or breach of this Licence Agreement, whether or not arising out of negligence, shall be limited to the amount you paid for the Software.
11.3 In no event shall we be liable to you for any damages, including loss of business, loss of opportunity, loss of data, loss of profits or for any other indirect or consequential loss or damage whatsoever arising out of the use of or inability to use the Software, even if we have been made aware of the possibility of such damages. In particular, we accept no liability for any programs or data made or stored with the Software nor for the costs of recovering or replacing such programs or data.
12.1 This Licence Agreement will terminate automatically if you breach of any of its terms or if you destroy the Software and any copies or return the Software to us or your supplier voluntarily.
12.2 Upon termination all rights you have to use and assign the Software will cease and you must destroy or delete all copies of the Software from all storage media in your control.
If any provision of this Licence Agreement is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if this Licence Agreement had been agreed with the invalid illegal or unenforceable provision eliminated.
14 ENTIRE AGREEMENT
This Licence Agreement contains the entire Agreement between us relating to the subject matter and supersedes all proposals, representations, understandings and prior agreements, whether oral or written, and all other communications between us relating to the subject matter.
If you assign this licence you are advised to give the licence certificate to the assignee and to give them evidence that you are a valid assignor. Once you have assigned this licence, you no longer have a right to use the Software and you should destroy any copies you have of the Software (or give them to the assignee) as you will be in breach of copyright by using them or loading them.
16 GOVERNING LAW AND JURISDICTION
This agreement shall be governed by and construed in accordance with the law of England and Wales and the parties submit to the exclusive jurisdiction of the courts of England and Wales.