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GDXN LTD END USER LICENCE AGREEMENT (Version Revision 1 May 2010)
Copyright (c) 2010, GDXN Limited.
1 INTRODUCTION
1.1 This End User Licence Agreement ("Agreement") is an agreement between you and GDXN Limited ("GDXN") that governs your use of the GDXN software product that accompanies this Agreement, including any associated media, printed materials and electronic documentation ("the Software"). The Software also includes any software updates, add-on components, Internet services and/or supplements that GDXN may provide to you or make available to you, subsequent to the initial copy of the Software being supplied to you, to the extent that such items are not accompanied by a separate licence agreement or terms of use.
1.2 Please read these terms and conditions carefully before installing any software and applicable documentation as they contain important information about your rights and obligations. In particular, we draw your attention to clause 9 (Limitation of Liability).
1.3 By copying, accessing, installing or otherwise using the Software you agree to be legally bound by this Agreement.
1.4 You must not use the Software if you do not wish to be bound by this agreement.
2 GRANT OF LICENCE
2.1 The Software is licensed for use, not sold. There is therefore no transfer of any rights of ownership.
2.2 Specific conditions of use which apply to the type of licence you have purchased or acquired from GDXN are:
2.3 "Trial" or "Evaluation" Licence: You may use the Software within your organisation to assess whether it meets your needs, for a period of up to thirty consecutive days starting from the date upon which you first installed the Software.
2.4 Standard Licence:
Unless stated otherwise within the documentation accompanying the licence you have purchased, a standard end user licence permits you to install and use the Software on a single computer. You must not share the licence between different computers, nor use the Software on more than one computer at the same time.
2.5 Multiple Computer Licence
Where the licence you have purchased permits installation and use of the Software on more than one computer, you may install the Software on up to the permitted number of computers, as designated by the documentation accompanying the specific licence you have purchased.
3 RESTRICTIONS ON USE
3.1 You may make a reasonable number of copies of the Software solely for backup and recovery purposes. Any such copies shall in all respects be subject to the terms and conditions of this agreement.
3.2 You must not make copies of the Software additional to those expressly permitted in this agreement.
3.3 You must not copy any written documentation that accompanies the Software.
3.4 You must not obscure or remove any copyright, trademark or other proprietary notices relating to the Software. All notices must be duplicated, as they appear on or in the Software, on all authorised copies.
3.5 You must not reverse engineer, decompile or disassemble the Software except to the extent expressly permitted by any applicable local laws which may over-rule this restriction.
3.6 You must not distribute any portions of the Software to any third party.
3.7 You must not rent or lease the Software but you may transfer the Software and accompanying documentation on a permanent basis provided that (i) you retain no copies and (ii) the recipient agrees to the terms of the agreement you are transferring and (iii) you notify GDXN of the transfer in writing.
3.8 You must not use the Software in any way other than in a manner specifically licensed under this agreement.
3.9 You must not exhibit the Software on a web site, in an Internet chat room or by any other unauthorised means.
4 INTELLECTUAL PROPERTY RIGHTS
The copyright, patents, trademarks and all other intellectual property rights in the Software and related documentation are owned by and remain the property of their respective owners and are protected by national laws and international treaty provisions. You do not obtain any rights in the Software other than those expressly granted in this Agreement.
5 TERMINATION
This Agreement will remain effective until terminated. Without prejudice to any other rights, GDXN may terminate this Agreement if you fail to comply with any of the provisions contained herein. Upon receiving notice of termination from GDXN you must destroy the documentation and all copies of the Software promptly.
6 UPDATE POLICY
GDXN may create, from time to time, updated versions of the Software. GDXN will make any such updated versions available to licensees who have paid the update fee. If you acquire an updated version of the Software then all copies of the previous version must be destroyed and not used, except for one copy which may be retained solely for archival purposes.
7 SUPPORT SERVICES
7.1 GDXN may provide you with support services related to the Software. Use of support services is governed by the GDXN polices and programmes described in online documentation, and/or other materials provided by GDXN, as they may be modified from time to time.
7.2 GDXN may utilise any technical information you provide to GDXN as part of the support services, for its business purposes, including for product support and development, marketing and for market analysis.
8 NO WARRANTY
8.1 GDXN expressly disclaims any warranty for the Software including any programming errors which have not been corrected after testing.
8.2 The Software and any related documentation is provided "as is" without warranty of any kind, either express or implied, including, without limitation, the implied warranties or merchantability, fitness for a particular purpose, or noninfringement.
8.3 Subject to clause 9.1, the entire risk arising out of use or performance of the Software remains with you.
8.4 No warranty for upgrades, patches, fixes, new or revised versions is offered, although GDXN may offer free of charge upgrades or revised versions of the Software from time to time, or upon request entirely at the discretion of GDXN.
9 LIMITATION OF LIABILITY
9.1 Nothing in this Agreement shall limit GDXN's liability for:
9.2 fraud or other criminal act;
9.3 personal injury or death caused by our negligence;
9.4 any other liability that cannot be excluded by law.
9.5 Subject to clause 9.1, GDXN accepts no liability for any indirect or consequential loss or damage, or for any loss of data, profit, revenue, anticipated savings or business, however caused and even if foreseeable or made known to GDXN.
9.6 Except as provided in clause 9.1, GDXN’s maximum liability to you for any cause whatsoever will be limited to the amount that you paid for the Software licence.
10 SEVERABILITY
If a Court or other competent authority decides that any provision of this Agreement is void or otherwise ineffective in whole or in part then any other part and the other terms and conditions of this Agreement shall continue in full force and effect.
11 THIRD PARTY RIGHTS
The parties do not intend that any term of this Agreement shall be enforceable solely by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to this Agreement.
12 ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all previous agreements, arrangements or undertakings between the parties relating to the subject matter of this Agreement and any representations or warranties previously given or made to it.
13 ASSIGNMENT
You must not assign this Agreement nor any of its rights or obligations hereunder nor sub-license the use (in whole or in part) of the Software without the prior consent of GDXN.
14 NOTICES
14.1 All notices shall be given:
14.2 to GDXN via e-mail at software.licensing@gdxn.com or via post to GDXN Limited, 288 Overdown Road, Tilehurst, Reading RG31 6PP;
14.3 to you at either the e-mail or postal address you provide during any ordering process.
14.4 Notice will be deemed received when an e-mail is received in full (or else on the next business day if it is received on a weekend or a public holiday in the place of receipt) or 3 days after the date of posting.
15 APPLICABLE LAW
This Agreement is governed by and interpreted in accordance with English law. Any disputes or claims relating to this Agreement shall be subject to the exclusive jurisdiction of the English Courts.
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