END USER LICENCE AGREEMENT - EVALUATION SOFTWARE
(“EVALUATION EULA”)
IMPORTANT NOTICE: PLEASE READ CAREFULLY BEFORE INSTALLING ANY EVALUATION SOFTWARE.
This licence agreement (Licence) comprises the legal agreement between you (Licensee or you) and VTS Software Limited of 111 Piccadilly, Manchester,
M1 2HY, United Kingdom (Licensor or we) to use an evaluation version of the “SRDB.PRO” software product you have requested (Software), which includes
computer software, any data supplied with it, the associated media, printed materials and electronic documentation (Documentation).
IMPORTANT: BY REQUESTING A COPY OF THE EVALUATION 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 NOT REQUEST THE EVALUATION SOFTWARE.
UNDER THE LICENCE BELOW YOU UNDERTAKE: (I) NOT TO GIFT, OFFER FOR SALE, SELL OR PROVIDE TO ANY THIRD PARTY ANY IMAGE OUTPUTS OR PROJECT FILES CREATED USING
THE SOFTWARE ONLY AND CONTAINING NO OTHER CONTENT (“OUTPUT”). THE OUTPUT IS FOR YOUR PERSONAL, INTERNAL USE ONLY. (II) NOT TO GIFT, OFFER FOR SALE, SELL OR
PROVIDE TO ANY THIRD PARTY ANY SERVICES INVOLVING THE PROVISION OF OUTPUT ONLY.
1. GRANT AND SCOPE OF LICENCE
1.1 In consideration of you agreeing to abide by the terms of this Licence, the Licensor hereby grants to you a personal non-exclusive, non-transferable
licence to use the Software and the Documentation on the terms of this Licence.
1.2 You may download, install and use the Software on a single computer and for the sole purpose of evaluating the Software for use by you personally or,
as applicable, in your business.
1.3 Save as set out in this clause 1, you may not use the Software to create any output for your private and business purposes.
2. LICENSEE'S UNDERTAKINGS
2.1 Except as expressly set out in this Licence or as permitted by any local law, you undertake:
(a) not to copy the Software or Documentation save as is strictly necessary to evaluate the Software;
(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, decompile, reverse engineer or create derivative works based on, the whole or any part of the Software nor attempt to do any such
thing;
(e) to keep all copies of the Software secure;
(f) to supervise and control use of the Software and where applicable ensure that the Software is used by your employees and representatives in accordance
with the terms of this Licence;
(g) not to provide or otherwise make available the Software in whole or in part (including but not limited to program listings, object and source program
listings, object code and source code), in any form to any person other than your employees without prior written consent from the Licensor;
2.2 You must permit the Licensor and his representatives, at all reasonable times and on reasonable advance notice, to inspect and have access to any
premises at which the Software or the Documentation is being kept or used, to the computer equipment located there, and to any records kept pursuant to
this Licence, for the purpose of ensuring that you are complying with the terms of this Licence.
3. INTELLECTUAL PROPERTY RIGHTS
3.1 You acknowledge that all intellectual property rights in the Software and the Documentation anywhere in 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.
3.3 The integrity of this Software is protected by technical protection measures (TPM) so that the intellectual property rights, including copyright, in
the Software of the Licensor are not misappropriated. You must not attempt in any way to remove or circumvent any such TPM, nor apply or manufacture for
sale or hire, import, distribute, sell or let for hire, offer or expose for sale or hire, advertise for sale or hire or have in your possession for private
or commercial purposes any means the sole intended purpose of which is to facilitate the unauthorised removal or circumvention of such TPM.
4. NON-DISCLOSURE AGREEMENT
4.1 In consideration of the disclosure by the Licensor to the Licensee of the Software and any information owned by the Licensor and obtained by the
Licensee relating to the Software (the “Information) pursuant to this Licence, the Licensee undertakes that it will respect and preserve the
confidentiality of the Information for a period of ten years after the date of such disclosure. The Licensee shall not without the prior written consent of
the Licensor:
(a) communicate or otherwise make available the Information to any third party; or
(b) use the Information itself for any commercial, industrial or other purpose other than for the purpose of evaluating the Software; or
(c) copy, adapt, or otherwise reproduce the Information save as strictly necessary for the purposes of evaluating the Software.
4.2 The Licensee may disclose the Software and Information or any part thereof, with the prior consent of the Licensor, to any employee of the Licensee who
needs access to the Software and the Information in connection with evaluating the Software. In such an event the Licensee agrees to ensure, prior to such
disclosure, that the employee in question is made aware of the confidential nature of the Software and Information and understands that he/she is bound by
conditions of secrecy no less strict than those set out here. The Licensee agrees to monitor the use of the Software and Information by these employees and
to enforce their obligations of confidence at the request of the Licensor.
4.3 If the Licensee decides not to accept a full licence of the Software, or otherwise at any time at the request of the Licensor, the Licensee shall
return to the Licensor all copies of all or any part of the Information which have been provided to the Licensee pursuant to this agreement, together with
all analyses, studies and other materials produced by the Licensee which contain, or could reveal, all or any part of the Information, and any summaries
(in whatever form) prepared by the Licensee of oral Information disclosed by the Licensor.
5. LICENSOR'S LIABILITY
5.1 Save for death and personal injury caused by the Licensor's negligence, the Licensor shall have no liability of any kind to the Licensee in respect of
the Software or the Information. In particular, the Licensor shall have no liability for any data loss or corruption and the Licensee agrees that it has
sole responsibility for protecting its data during evaluation of the Software.
5.2 In the event that the Licensor shall be found liable to the Licensee for any reason other than death or personal injury caused by the Licensor’s
negligence, the sums payable to the Licensee in respect of such liability shall not exceed £100.
5.3 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.
6. TERMINATION
6.1 The Licensor may terminate this Licence immediately by written notice to you.
6.2 Upon termination for any reason:
(a) all rights granted to you under this Licence shall cease;
(b) you must cease all activities authorised by this Licence; and
(c) 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 and Documentation 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
7.1 This Licence is binding on you and us, and on our respective successors and assigns.
7.2 You may not transfer, assign, charge or otherwise dispose of this Licence, or any of your rights or obligations arising under it, without our prior
written consent.
7.3 We may transfer, assign, charge, sub-contract or otherwise dispose of this Licence, or any of our rights or obligations arising under it, at any time
during the term of the Licence.
8. NOTICES
8.1 All notices given by you to us must be given to address given at the start of this Licence. We may give notice to you at either the e-mail or postal
address you provided to us when purchasing the Software. Notice will be deemed received and properly served immediately when posted on our website, 24
hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove,
in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent
to the specified e-mail address of the addressee.
9. WAIVER
9.1 If we fail, at any time during the term of this Licence, to insist upon strict performance of any of your obligations under this Licence, or if we fail
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.
9.2 A waiver by us of any default shall not constitute a waiver of any subsequent default.
9.3 No waiver by us 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.
10. SEVERABILITY
10.1 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.
11. ENTIRE AGREEMENT
11.1 This Licence and any document expressly referred to in it represents the entire agreement between us in relation to the licensing of the Software and
Documentation and supersedes any prior agreement, understanding or arrangement between us, whether oral or in writing.
11.2 We each acknowledge that, in entering into this Licence, neither of us has relied on any representation, undertaking or promise given by the other or
be implied from anything said or written in negotiations between us prior to entering into this Licence except as expressly stated in this Licence.
11.3 Neither of us shall have any remedy in respect of any untrue statement made by the other, whether orally or in writing, prior to the date we entered
into this Licence (unless such untrue statement was made fraudulently) and the other party's only remedy shall be for breach of contract as provided in
these terms and conditions.
12. LAW AND JURISDICTION
12.1 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 non-exclusive jurisdiction of the English courts.