End User Licence Agreement
IMPORTANT NOTICE: PLEASE READ CAREFULLY BEFORE INSTALLING THE SOFTWARE:
This licence agreement (Licence) is a legal agreement between you (Licensee or you) and Realisable Software Limited of 91 Brick Lane, London, E1 6QL, United Kingdom (Licensor or we) for this IMAN software product (Software), which includes any data supplied with it, the associated media, printed materials and any online or electronic documentation (Documentation).
BY INSTALLING THIS SOFTWARE YOU AGREE TO THE TERMS OF THIS LICENCE WHICH WILL BIND YOU AND YOUR EMPLOYEES. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENCE, WE ARE UNWILLING TO LICENSE THE SOFTWARE TO YOU AND YOU MUST DISCONTINUE INSTALLATION OF THE SOFTWARE NOW. IF YOU PURCHASED THIS SOFTWARE FROM AN AUTHORISED THIRD-PARTY RETAILER, PLEASE NOTE THAT THE RETAILER HAS THE RIGHT TO ENTER INTO THIS LICENCE ON OUR BEHALF.
1. GRANT AND SCOPE OF LICENCE
- 1.1 In consideration of your payment of the applicable licence fee, the Licensor hereby grants to you a non-exclusive, non-transferable licence to use the Software and the Documentation on the terms of this Licence.
- 1.2 You may:
- (a) install and use the Software on one CPU for your private or internal business purposes only;
- (b) [transfer the Software from one computer to another provided it is used on only one computer at any one time;]
- (c) make up to  copies of the Software for back-up purposes only subject to compliance with the undertakings set out in condition 2.1;
- (d) [receive and use any free supplementary software code or update of the Software incorporating “patches” and corrections of errors as may be provided by the Licensor from time to time;]
- (e) use any Documentation in support of the use permitted under condition 1.1 and make up to  copies of the Documentation as are reasonably necessary for its lawful use.
2. LICENSEE’S UNDERTAKINGS
- 2.1 Except as expressly set out in this Licence or as permitted by any applicable law or regulation, you undertake:
- (a) not to copy the Software or Documentation except where such copying is incidental to normal use of the Software or where it is necessary for the purpose of back-up or operational security;
- (b) not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Software or Documentation;
- (c) not to make alterations to, or modifications of, the whole or any part of the Software nor permit the Software or any part of it to be combined with, or become incorporated in, any other programs;
- (d) not to disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Software nor attempt to do any such things except to the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the Software with another software program, and provided that the information obtained by you during such activities:
- (i) is used only for the purpose of achieving inter-operability of the Software with another software program;
- (ii) is not disclosed or communicated without the Licensor’s prior written consent to any third party to whom it is not necessary to disclose or communicate it; and (iii) is not used to create any software which is substantially similar to the Software;
- (e) to keep all copies of the Software secure and to maintain accurate and up-to-date records of the number and locations of all copies of the Software;
- (f) to supervise and control use of the Software and ensure that the Software is used by your employees and representatives in accordance with the terms of this Licence;
- (g) to replace the current version of the Software with any updated or upgraded version or new release provided by the Licensor under the terms of this Licence immediately on receipt of such version or release;
- (h) to include the copyright notice of the Licensor on all entire and partial copies of the Software in any form; and
- (i) not to provide, or otherwise make available, the Software in any form, in whole or in part (including, but not limited to, program listings, object and source program listings, object code and source code) to any person other than your employees without prior written consent from the Licensor.
3. INTELLECTUAL PROPERTY RIGHTS
- 3.1 You acknowledge that all intellectual property rights in the Software and the Documentation throughout the world belong to the Licensor, that rights in the Software are licensed (not sold) to you, and that you have no rights in, or to, the Software or the Documentation other than the right to use them in accordance with the terms of this Licence.
- 3.2 You acknowledge that you have no right to have access to the Software in source code form or in unlocked coding or with comments.
- 4.1 The Licensor warrants that:
- (a) during the period of 90 days after the Software was supplied (Warranty Period), the Software will, when properly used, perform substantially in accordance with the functions described in the Documentation (provided that the Software is properly used on the computer and with the operating system for which it was designed as referred to in the accompanying documentation); and
- (b) it has tested the Software for viruses using commercially available virus-checking software, consistent with current industry practice.
- 4.2 You acknowledge that the Software has not been developed to meet your individual requirements and that it is therefore your responsibility to ensure that the facilities and functions of the Software as described in the Documentation meet your requirements.
- 4.3 You acknowledge that the Software may not be free of bugs or errors and you agree that the existence of any minor errors shall not constitute a breach of this Licence.
- 4.4 If, within the Warranty Period, you notify the Licensor in writing of any defect or fault in the Software in consequence of which it fails to perform substantially in accordance with the Documentation, and such defect or fault does not result from you having amended the Software or used it in contravention of the terms of this Licence, the Licensor will, at its sole option, repair or replace the Software, provided that you make available all information that may be necessary to assist the Licensor in resolving the defect or fault, including sufficient information to enable the Licensor to recreate the defect or fault.
- 4.5 The Licensor’s obligation under condition 4.4 is subject to compliance by you with the terms of condition 2.1(g)
- 5.1 This condition sets out the entire financial liability of the parties (including any liability for the acts or omissions of their respective employees, agents and subcontractors) to each other in respect of:
- (a) any breach of this Licence however arising;
- (b) any use made or resale of the Software or the Documentation by you, or of any product or service incorporating any of the Software or the Documentation; and
- (c) any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Licence.
- 5.2 Nothing in this Licence shall limit or exclude the liability of either party for:
- (a) death or personal injury resulting from negligence;
- (b) fraud or fraudulent misrepresentation; or
- (c) any other liability that cannot be limited or excluded under applicable law.
- 5.3 Without prejudice to condition 5.2, neither party shall under any circumstances whatever be liable to the other, whether in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, for any:
- (a) loss of income;
- (b) loss of business profits or contracts;
- (c) business interruption;
- (d) loss of the use of money or anticipated savings;
- (f) loss of opportunity, goodwill or reputation;
- (g) loss of, damage to or corruption of data; or
- (h) any indirect or consequential loss or damage of any kind howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise.
- 5.4 Subject to condition 5.2 and condition 5.3, the Licensor’s maximum aggregate liability under or in connection with this Licence, or any collateral contract, whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to a sum equal to the licence fee paid by you for the Software (excluding any installation, integration or other service charges).
- 5.5 Subject to conditions 5.2, 5.3 and 5.4, the Licensor’s liability for infringement of third party intellectual property rights shall be limited to breaches of rights subsisting in the UK.
- 5.6 This Licence sets out the full extent of the Licensor’s obligations and liabilities in respect of the supply of the Software and Documentation. In particular, there are no conditions, warranties, representations or other terms, express or implied, that are binding on the Licensor except as specifically stated in this Licence. Any condition, warranty, representation or other term concerning the supply of the Software and Documentation which might otherwise be implied into, or incorporated in, this Licence, or any collateral contract, whether by statute, common law or otherwise, is hereby excluded to the fullest extent permitted by law.
- 5.7 Nothing in this Licence shall affect your statutory rights.
- (a) You commit a material or persistent breach of this Licence which you fail to remedy (if remediable) within 14 days after the service on you of written notice requiring you to do so; or
- (b) a petition for a bankruptcy order to be made against you has been presented to the court; or
- (c) the Licensee (where it is a company) becomes insolvent or unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986), enters into liquidation, whether voluntary or compulsory (other than for reasons of bona fide amalgamation or reconstruction), passes a resolution for its winding-up, has a receiver or administrator manager, trustee, liquidator or similar officer appointed over the whole or any part of its assets, makes any composition or arrangement with its creditors or takes or suffers any similar action in consequence of its debt.
- (a) all rights granted to you under this Licence shall cease;
- (b) you must cease all activities authorised by this Licence;
- (c) you must immediately pay to the Licensor any sums due to the Licensor under this Licence; and
- (d) you must immediately delete or remove the Software from all computer equipment in your possession and immediately destroy or return to the Licensor (at the Licensor’s option) all copies of the Software then in your possession, custody or control and, in the case of destruction, certify to the Licensor that you have done so.
7. TRANSFER OF RIGHTS AND OBLIGATIONS
9. EVENTS OUTSIDE THE LICENSOR’S CONTROL
- (a) strikes, lock-outs or other industrial action;
- (b) civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;
- (c) fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster;
- (d) impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport;
- (e) impossibility of or interruption to the use of public or private telecommunications networks (including the internet); or
- (f) the acts, decrees, legislation, regulations or restrictions of any government.
- 10.1 If the Licensor fails, at any time during the term of this Licence, to insist on strict performance of any of your obligations under this Licence, or if the Licensor fails to exercise any of the rights or remedies to which we are entitled under this Licence, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations.
- 10.2 A waiver by the Licensor of any default shall not constitute a waiver of any subsequent default.
- 10.3 No waiver by the Licensor of any of these terms and conditions shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing.
- 11.1 If any of the terms of this Licence are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.
12. ENTIRE AGREEMENT
- 12.1 This Licence and any document expressly referred to in it constitute the whole agreement between us and supersedes any previous arrangement, understanding or agreement between us, relating to the licensing of the Software and Documentation.
- 12.2 We each acknowledge that, in entering into this Licence (and the documents referred to in it), neither of us relies on any statement, representation, assurance or warranty (Representation) of any person (whether a party to this Licence or not) other than as expressly set out in this Licence or those documents.
- 12.3 Each of us agrees that the only rights and remedies available to us arising out of or in connection with a Representation shall be for breach of contract as provided in this Licence.
- 12.4 Nothing in this clause shall limit or exclude any liability for fraud.
13. GOVERNING LAW AND JURISDICTION
- 13.1 This Licence, its subject matter or its formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law and submitted to the exclusive jurisdiction of the English courts.
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