This Licence shall be construed in accordance with English Law and the parties submit to the exclusive jurisdiction of the English Courts.
PETERS RESEARCH LIMITED of Bridge House, Station Approach, Great Missenden, Bucks, HP16 9AZ (the “Licensor” which expression shall include its subsidiaries, agents, successors and assigns) is authorized to license the software (the “Software”) contained in this package and upon opening the sealed package you accept a non-exclusive, non-transferable Licence to:
(a) load, install and Use the Software contained in this package on one Central Processing Unit (“CPU”) of the System (a separate licence fee being required for each CPU upon which you wish to use the Software);
(b) Use the Software in accordance with the provisions of Clause 2;
(c) receive information on upgraded versions of the Software at such cost (if any) as may be notified to you.
1.1 The terms and conditions of this Licence are deemed to be accepted
1.1.1 by the Licensor upon dispatch/delivery by the Licensor of this package to you direct or to the Licensor’s agent as the case may be; and
1.1.2 by you by pressing the “NEXT” button in the Software Licence Page of the Software installation program.
2.1 “Use” shall mean and include:
2.1.1 utilization of the Software by copying, transmitting or loading the same into the temporary memory or installing into the permanent memory of the System for the processing of the System instructions or statements contained in such Software;
2.1.2 copying the Software which is in machine-readable form for Use by you on the System for the purposes only of understanding the contents of such machine-readable material and for back-up provided that no more than two (2) copies will be in existence under any Licence at any one time without prior written consent from the Licensor or as otherwise permitted by the applicable law;
2.1.3 storing the whole or any part of the Software on the System or other storage unit or disk; or
2.1.4 utilizing (but not copying) the instructional and/or operational manuals relating to the Software.
2.2 You shall also be permitted to Use the Software on a portable, lap-top or home computer where the Software is permanently installed on the hard disk or other storage device of the System (but not a file server) and you or your relevant employee as the case may be is the predominant user of the Software.
3.1 Where the Licence Fee is not paid by you at the time the Software is obtained from the Licensor or its agent the licence fee will be payable within the number of days specified in the Licensor’s invoice unless otherwise agreed in writing by the Licensor.
3.2 An additional Licence Fee is payable for each CPU of the System upon which you wish to Use the Software. In the event that your System is inoperable or requires or is under repair, you shall be permitted to Use the Software on a back-up system at no extra charge, until the System is operational.
4.1 You undertake not to perform any of the acts referred to in this sub-clause 4.1 except to the extent and only to the extent permitted by the applicable law to you as a lawful user of the Software and only then for the specific limited purpose stated in such applicable law or hereunder. You undertake:
4.1.1 not to copy the Software (other than for normal System operation and as specified in Clause 2 above) nor otherwise reproduce the same provided that you may copy the Software for back-up purposes or incidentally, in the course of converting the Software in accordance with 4.1.3 below;
4.1.2 not to translate, adapt, vary, modify the Software; and
4.1.3 not to disassemble, decompile or reverse engineer the Software provided however that in the case of decompilation, you may incidentally decompile the Software only if it is essential so to do in order to achieve interoperability of the Software with another software program (“Permitted Purpose”) and provided the information obtained by you during such decompilation is only used for the Permitted Purpose and is not disclosed or communicated to any third party whom it is not necessary to disclose or communicate such information without the Licensor’s prior written consent and is not used to create any software which is substantially similar to the expression of the Software nor used in any manner which would be restricted by copyright.
4.2 You undertake:
4.2.1 to maintain accurate and up-to-date records of the number and location of all copies of the Software;
4.2.2 to supervise and control Use of the Software;
4.2.3 to ensure that your employees, agents and other parties who will use the Software are notified of this Licence and the terms hereof prior to such employee, agent or party using the same;
4.2.4 to reproduce and include the copyright notice of the Licensor or such other party as may be specified in or on the Software on all and any copies, whether in whole or in part, in any form, including partial copies or modifications of the Software made herein;
4.2.5 not to provide or otherwise make available the Software in whole or in part (including where applicable, but not limited to program listings, object code and source program listings, object code and source code), in any form to any person other than your employees or as specified in 4.2.3 above without prior written consent from the Licensor; and
4.2.6 within 14 days after the date of termination or discontinuance of this Licence for whatever reason, to destroy the Software and all copies, in whole and in part, in any form including partial copies or modifications of the Software received from the Licensor or made in connection with this Licence, and all documentation relating thereto.
5.1 You acknowledge that software in general is not error-free and agree that the existence of such errors shall not constitute a breach of this Licence.
5.2 In the event that you discover a material error which substantially affects your use of the same and notifies the Licensor of the error within 90 days from the date of payment of the Licence Fee the Licensor shall at its sole option either refund the licence fee or use all reasonable endeavours to correct by patch or new release (at its option) that part of the Software which does not so comply PROVIDED THAT such non-compliance has not been caused by any modification, variation or addition to the Software not performed by the Licensor or caused by its incorrect use, abuse or corruption of the Software or by use of the Software with other software or on equipment with which it is incompatible.
5.3 To the extent permitted by the applicable law, the Licensor disclaims all other warranties with respect to the Software, either express or implied, including but not limited to any implied warranties of merchantability or fitness for any particular purpose.
5.4 Although the Licensor does not warrant that the Software supplied hereunder shall be free from all known viruses it has used commercially reasonable efforts to check for the most commonly known viruses prior to packaging but you are solely responsible for virus scanning the Software.
6.1 The Licensor shall not be liable to you for any loss or damage whatsoever or howsoever caused arising directly or indirectly in connection with this Licence, the Software, its use or otherwise, except to the extent that such liability may not be lawfully excluded under the applicable law.
AND YOUR ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF THIS CLAUSE 6
6.2 Notwithstanding the generality of 6.1 above, the Licensor expressly excludes liability for indirect, special, incidental or consequential loss or damage which may arise in respect of the Software, its use, the System or in respect of other equipment or property, or for loss of profit, business, revenue, goodwill or anticipated savings.
6.3 In the event that any exclusion contained in this Licence shall be held to be invalid for any reason and the Licensor becomes liable for loss or damage that may lawfully be limited, such liability shall be limited to the licence fee paid by you for the Software.
6.4 The Licensor does not exclude liability for death or personal injury to the extent only that the same arises as a result of the negligence of the Licensor, its employees, agents or authorized representatives.
7.1 You acknowledge that any and all of the copyright, trade marks, trade names, patents and other intellectual property rights subsisting in or used or in connection with the Software including all documentation and manuals relating thereto are and remain the sole property of the Licensor. You shall not during or at any time after the expiry or termination of this Licence in any way question or dispute the ownership by the Licensor.
7.2 You shall indemnify the Licensor fully against all liabilities, costs and expenses which the Licensor may incur as a result of work done in accordance with your specifications involving infringement of any copyright patent or other proprietary right.
8.1 The Licensor agrees to indemnify, save harmless and defend you at its own expense from and against any and all claims of infringement of any patent, trade mark, industrial design, copyright or other proprietary right affecting the Software PROVIDED THAT:-
8.1.1 you shall not have done, permitted or suffered to be done anything which may have been or become an infringement of any such rights (including but not limited to using the Software to perform your or other party’s applications or using the Software in combination or merged with other software programs or devices); and
8.1.2 you shall have exercised a reasonable standard of care in protecting the same; failing which, you shall indemnify the Licensor against all actions, proceedings, costs, claims and expenses incurred in respect thereof.
8.2 You undertake that the Licensor shall be given prompt notice of any claim specified in 8.1 above that is made against you and the Licensor shall have the right to defend any such claims and make settlements thereof at its own discretion and you shall give such assistance as the Licensor may reasonably require to settle or oppose any such claims.
8.3 In the event that any such infringement occurs or may occur, the Licensor may at its sole option and expense:
8.3.1 procure for you the right to continue using the Software or infringing part thereof; or
8.3.2 modify or amend the Software or infringing part thereof so that the same becomes non-infringing; or
8.3.3 replace the Software or infringing part thereof by other software of similar capability; or
8.3.4 repay to you the Licence Fee or balance thereof relating to the whole or the infringing part of the Software.
8.4 The Licensor’s liability under this clause shall, at the Licensor’s option, be limited to the Licence Fee less an equitable proportion thereof as relates to the period prior to cessation owing to infringement.
9.1 All information, data, drawings, specifications, documentation, software listings, source or object code which the Licensor may have imparted and may from time to time impart to you relating to the Software (other than the ideas and principles which underlie the Software) is proprietary and confidential. You hereby agree that you shall use the same solely in accordance with the provisions of this Licence and that you shall not at any time during or after expiry or termination of this Licence, disclose the same, whether directly or indirectly, to any third party without the Licensor’s prior written consent.
9.2 Subject only to the specific, limited provisions of Clause 4.1 above, you further agree that you shall not yourself or through any subsidiary, agent or third party use such confidential information to copy, reproduce, translate, adapt, vary, modify, decompile, disassemble or reverse engineer the Software nor shall you sell, lease, license, sub-license or otherwise deal with the Software or any part or parts or variations, modifications, copies, releases, versions or enhancements thereof or have any software or other program written or developed for itself based on any confidential information supplied to it by the Licensor.
9.3 The foregoing provisions shall not prevent the disclosure or use by you of any information which is or hereafter, through no fault of you, becomes public knowledge or to the extent permitted by law.
The Licensor shall be under no liability to you in respect of anything which, apart from this provision, may constitute breach of this Licence arising by reason of force majeure, namely, circumstances beyond the control of the Licensor which shall include (but shall not be limited to) acts of God, perils of the sea or air, fire, flood, drought, explosion, sabotage, accident, embargo, riot, civil commotion, including acts of local government and parliamentary authority; inability to supply the Software, materials, breakdown of equipment and labour disputes of whatever nature and for whatever cause arising including (but without prejudice to the generality of the foregoing) work to rule, overtime bars, strikes and lockouts and whether between either of the parties hereto and any or all of its employees and/or any other employer and any or all of its employees and/or between any two or more groups of employees (and whether of either of the parties hereto or any other employer).
11.1 In addition to provisions for termination as herein provided, the Licensor may by notice in writing to you terminate this Licence if you are in breach of any term, condition or provision of this Licence or required by the applicable law and you fail to remedy such breach (if capable of remedy) within 30 days of having received written notice from the Licensor specifying such breach.
11.2 Upon termination, you shall pay to the Licensor all costs and expenses, including legal and other fees incurred and all arrears of fees, charges or other payments arising in respect of the Software, this Licence or otherwise and shall comply with your undertaking specified in Clause 4.2.6 above.
11.3 Termination, howsoever or whenever occasioned shall be subject to any rights and remedies the Licensor may have under this Licence or under the applicable law.
You shall not assign or otherwise transfer all or any part of the Software or this Licence without the prior written consent of the Licensor.
Failure or neglect by either party to enforce at any time any of the provisions hereof shall not be construed nor shall be deemed to be a waiver of that party’s rights hereunder nor in any way affect the validity of the whole or any part of this Licence nor prejudice that party’s rights to take subsequent action.
The headings of the terms and conditions herein contained are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of any of the terms and conditions of this Licence.
In the event that any of these terms and conditions or provisions shall be determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision shall to that extent be severed from the remaining terms, conditions and provisions which shall continue to be valid to the fullest extent permitted by law.
This Licence shall be construed in accordance with English Law and the parties submit to the exclusive jurisdiction of the English Courts.