» version V2.5 - posted on 2006-01-01
EULA - End User License Agreement
E.U.L.A (End User Licence Agreement) PLEASE READ THIS CAREFULLY BEFORE YOU OPEN THE DISK PACKAGE YOUR RIGHT TO USE THIS SOFTWARE PRODUCT IS SUBJECT TO THE TERMS SET OUT IN THIS LICENCE AGREEMENT. OPENING THE DISK PACKAGE INDICATES YOUR ACCEPTANCE OF THESE TERMS. IF YOU DO NOT ACCEPT OR UNDERSTAND THEM, YOU SHOULD PROMPTLY RETURN THE UNOPENED DISK PACKAGE AND THE REMAINDER OF THIS PRODUCT UNUSED AND INTACT TO YOUR SUPPLIER TOGETHER WITH PROOF OF PURCHASE FOR A FULL REFUND. 1 GRANT OF LICENCE Under copyright law you are not permitted to install or run the software product ("the Software") or use the user manuals and other documentation ("the Manuals") supplied to you without the permission of Turntide Software Limited ("the Owner"). In consideration of your agreement to the terms of this Agreement the Owner grants you, the individual or entity whose name and address appears on the Registration Card completed for this copy of the Software, a non-exclusive right ("the Licence") to install and run the Software and use the Manuals as permitted by this Agreement. All references to the Software mean the object code only of the programme(s) comprising the Software. YOU ARE PERMITTED TO: 1.1 Use the Software and Manuals in connection with a single computer - if you wish to use the Software on more than one computer, you must obtain a separate licence for another copy of the Software; 1.2 Load the Software and use it only on a single computer which is under your control; 1.3 Transfer the Software from one computer to another provided that the Software is installed and used on only one computer at a time; 1.4 Make no more than one back-up copy of the Software in support of your permitted use of the Software provided you label the back-up copy with the owners copyright notice - any other copies of the whole or any part of the Software are unlawful; 1.5 Use the Software for your personal use or in your business or profession - permitting unauthorised access to; copying or use of the Software and Manuals is a breach of this Agreement. YOU MAY NOT NOR PERMIT OTHERS TO: 1.6 Use, copy or transfer the Software except as permitted by this Agreement. 1.7 Distribute, rent, loan, lease, sub-licence or otherwise deal in the Software and Manuals; 1.8 Copy the Manuals in any manner; 1.9 Alter, adapt, merge, modify or translate the Software or the Manuals in any way for any purpose, including, without limitation, for error correction; 1.10 Reverse-engineer, disassemble or decompile the Software except that you may decompile the Software only to the extent permissible by law where this is indispensable to obtain the information necessary to achieve the interoperability of an independently created programme with the Software or with another programme and such information is not readily available from the Owner or elsewhere; 1.11 Remove, change or obscure any product identification or notices of proprietary rights and restrictions on or in the Software and Manuals. If the package contains both 3 1/2" and 5 1/4" disks, then you may use only one set. You may not loan, rent, sell, sub- licence or otherwise transfer the other set. 2 TERM AND TERMINATION 2.1 The licence will be for 25 years unless terminated earlier. 3 PROPRIETARY RIGHTS 3.1 You will not acquire any title, copyright or other proprietary rights in the Software or any copies of them. 3.2 You agree not to remove, suppress or modify in any way any proprietary marking, including any trade mark or copyright notice, on or in the Software or which are visible during its operation or which is on any documentation provided by the Owner and you shall incorporate such proprietary markings in any back-up copy. 3.3 You shall notify the Owner immediately if you become aware of any unauthorised access to, use or copying of any part of the Software by any person. 3.4 You shall permit the Owner to check the use of the Software by you at all reasonable times. The Owner may upon reasonable notice send its representatives to any of your premises to verify compliance with this Agreement and you irrevocably consent to the Owners representatives entering your premises for this purpose. 4 CONFIDENTIALITY 4.1 You acknowledge that the Software and any documentation provided by the Owner Contains confidential information of the Owner and or of third parties. You undertake to treat as confidential and keep secret all information contained therein or otherwise received from the Owner (collectively referred to as "the Confidential Information") and shall not use the same for purposes other than in relation to use of the Software in accordance with this the Licence. 4.2 You shall not without the Owners prior written consent communicate or disclose any part of the Confidential Information to any person except: 4.2.1 only to those employees on a need to know basis who are directly involved in the use of the Software. 4.2.2 your auditors professional advisers and any other persons or bodies having a legal right or duty to have access to or knowledge of the Confidential Information in connection with this your business. 4.3 You undertake to ensure prior to disclosure of any Confidential Information that all persons and bodies mentioned in clause 4.2 are aware that the Confidential Information is confidential and that they owe a duty of confidence to the Owner. You will indemnify the Owner against any loss or damage which the Owner sustains or incurs as a result of your failing to comply with this such undertaking. 4.4 Any ideas and principles determined during the course of observing, studying or testing the functions of the Software constitute Confidential Information subject to this clause 4. 4.5 The provisions of this clause 4 will not apply to any Confidential Information which: 4.5.1 is or becomes public knowledge other than as a result of your conduct or 4.5.2 is independently developed without access to or use of the Software and any documentation provided by you. 5 DEFECTS WARRANTY 5.1 The Owner warrants that: 5.1.1 the Software when properly used will provide facilities and functions and perform substantially as described in the documentation provided by the Owner. 5.1.2 the magnetic media on which the Software is furnished will be free from defects in materials and workmanship under normal use. 5.1.3 The Owner does not warrant that the operation of the Software will be uninterrupted or error free. 5.2 The Owners obligations and your exclusive remedy under the warranty given in clause 5.1 is limited either: 5.2.1 to the Owner at its own expense using all reasonable endeavours to rectify any non-conformance with this the warranty by repair (by way of a patch work around correction or otherwise) within a reasonable period of time or at the Owners option replacement of the Software or defective Media in whole or in part; or 5.2.2. To a refund of the Licence Fee paid if in the Owners reasonable opinion it is unable to rectify such non- conformance within a reasonable timescale or at an economic cost upon which the Licence shall terminate. 5.3 The Owner will have no liability or obligations under the warranty given in this clause 5 unless the Software is returned with a copy of your payment receipt within thirty days from the date of sale. 5.4 You acknowledge that the Software has not been prepared to meet your individual requirements and that it is your responsibility to ensure that the facilities and functions of the Software meet your requirements. 5.5 The Owner will not be liable for any failure of the Software to provide any facility or function not described in the documentation provided by the Owner or for any failure of the Software attributable to any modification (whether by alteration, deletion, addition or otherwise) to the Software or the equipment by either you in default of your obligations under this Agreement or by persons other than you or the combination of the Software with this other software or equipment without the Owners express prior written consent. 5.6 If a problem is found upon investigation not to be the Owners responsibility under the provisions of the clause 5 the Owner may charge you immediately for all reasonable costs and expenses incurred by the Owner in the course of or in consequence of such investigation. 6 LIMITATION OF LIABILITY 6.1 You acknowledge that the Owners obligations and liabilities in respect of the Software are exhaustively defined in the Agreement. You agree that the express obligations and warranties made by the Owner in this agreement are in lieu of and to the exclusion of any other warranty, condition, term, undertaking or representation of any kind, express or implied, statutory or otherwise relating to anything supplied or services provided under or in connection with this Agreement including (without limitation) as to the condition, quality, performance, merchantability or fitness for purpose of the Software or any part of them. 6.2 You are responsible for the consequences of any use of the Software. The Owner will not be liable for any indirect or consequential loss, damage, cost or expense of any kind whatever and however caused, whether arising under contract, tort (including negligence) or otherwise, including (without limitation) loss of production, loss of or corruption to data, loss of profits or of contracts, loss of operation time and loss of goodwill or anticipated savings, even if the Owner has been advised of their Possibility. 6.3 You acknowledge and agree that the allocation of risk contained in this clause 6 is reflected in the price paid for the Software and is also a recognition of the fact that, inter alia, the Software cannot be tested in every possible combination and it is not within the Owners control how and for what purpose the Software is used by you. 6.4 You will indemnify the Owner in respect of any third party claim foe any injury, loss, Damage or expense occasioned by or arising directly or indirectly from your possession, operation or use of the Software except and in so far as the Owner is liable as expressly provided in this Agreement. 7 Termination 7.1 The Owners may terminate the period of this licence at any time by written notice to you. 7.2 If you:- 7.2.1 Expressly or impliedly repudiate this agreement by refusing to comply with any provisions herein contained 7.2.2 Fail to comply with any of the provisions of this agreement then The Owner may without prejudice to any other rights or remedies and without being liable to you for any loss or damage which may be occasioned, give written notice to you terminating this agreement with immediate effect. 8 Post Termination 8.1 On termination, however caused, your authorisation to use the Software and Manual automatically ceases and you undertake to immediately cease to use them and either return them to the Owner or if requested by it delete or make the products permanently unusable. 8.2 You will certify in writing within 7 days of termination that you have fully complied with your obligations under clause 8.1 8.3 Termination, however caused, shall not affect the rights of either party under this Agreement which may have accrued up to the date of termination. 7 ASSIGNMENT The Licence is personal to you and you may not assign or otherwise transfer its rights or obligations under this Agreement. 8 SEVERABILITY If any part of this Agreement is found by a court of competent jurisdiction or other competent authority to be invalid, unlawful or unenforceable then such part will be severed from the remainder of this Agreement which will continue to be valid and enforceable to the fullest extent permitted by law. 9 WAIVER No delay or failure by either party to exercise any of its powers, rights or remedies under this agreement will operate as a waiver of them nor will any single or partial exercise of any such powers, rights or remedies preclude any other or further exercise of them. Any waiver to be effective must be in writing. The remedies provided in this Agreement are cumulative and not exclusive of any remedies provided by law. 10 ENTIRE AGREEMENT 10.1 This Agreement is the complete and exclusive statement of the agreement between the parties relating to the subject matter of the Agreement and supersedes all previous communications, representations and arrangements, written or oral. You Acknowledge that no reliance is placed on any representation made but not embodied in this Agreement. The printed terms and conditions of any purchase order or other correspondence and documents of you issued in connection with this Agreement will not apply unless expressly accepted in writing by the Owner. 10.2 Except as otherwise permitted by this Agreement, no change to its terms will be effective unless it is in writing and signed by persons authorised on behalf of both parties. 11 GOVERNING LAW This Agreement will be construed in accordance with this and governed by the law of England and Wales and each party agrees to submit to the non-exclusive jurisdiction of the courts of England and Wales. Headings have been included for convenience only and will not be used in construing any provision in this Agreement.