PLEASE READ CAREFULLY BEFORE DOWNLOADING ANY SOFTWARE FROM THIS WEBSITE:
This licence agreement (Licence) is a legal agreement between you (Licensee or you) and Cambrionix Limited of St Johns Innovation Centre, Cowley Road, Cambridge CB4 0WS, United Kingdom (Licensor, us or we) for: • any computer software, code or data provided by us on our website, by email, by file storage device or otherwise (Software); and • associated software documents whether in printed or electronic form (Documents). We license use of the Software and Documents to you on the basis of this Licence. We do not sell the Software or Documents to you. We remain the owners of the Software and Documents at all times.
IMPORTANT NOTICE TO ALL USERS:
• By downloading the software you agree to the terms of this licence which will bind you and your company. The terms of this licence include, in particular, limitations on liability in condition 5.
• If you do not agree to the terms of this licence, you must not download or use the Software. You should print a copy of this Licence for future reference.
1. GRANT AND SCOPE OF LICENCE
1.1 In consideration of you agreeing to abide by the terms of this Licence, we hereby grant to you a non-exclusive, non-transferable licence to use the Software and the Documents on the terms of this Licence.
1.2 You may: (a) download, install and use the Software for your personal purposes (if you are a consumer) or your internal business purposes (if you are a business) only: (b) receive and use any free supplementary software code or update of the Software incorporating “patches” and corrections of errors as may be provided by us from time to time; and (c) use any Documents in support of the use permitted under condition 1.2 and make copies of the Documents as are reasonably necessary for its lawful use.
Except as expressly set out in this Licence or as permitted by any local law, you undertake: (a) not to copy the Software or Documents 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 Documents; (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 except as expressly permitted; (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 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; and (ii) is not unnecessarily disclosed or communicated without our prior written consent to any third party; 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 upto-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 include our copyright notice on all entire and partial copies you make of the Software on any medium; (h) 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 company employees without prior written consent from us; and (i) to comply with all applicable technology control or export laws and regulations.
3. INTELLECTUAL PROPERTY RIGHTS
3.1 You acknowledge that all intellectual property rights in the Software and the Documents anywhere in the world belong to us, that rights in the Software are licensed (not sold) to you, and that you have no rights in, or to, the Software or the Documents 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.
4. USE OF SOFTWARE AND NO WARRANTIES
4.1 The Software and the Documents are provided free of charge “as is” and except as expressly stated in this Licence, and except as required by English law, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the supply of the Software and Documents which might otherwise be implied into, or incorporated in, this Licence whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.
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 Documents meet your requirements.
4.3 Without limiting condition 4.2, the Software should not be used in applications where dependence on the Software is critical to life or health.
4.4 If you are a consumer, any legal rights you have in relation to Software that is faulty or not as described are unaffected. Advice about your legal rights is available from your local Citizens’ Advice Bureau or Trading Standards office.
5. LIMITATION OF LIABILITY
5.1 If you are a business user, we only supply the Software and Documents for internal use by your business, and you agree not to use the Software or Documents for any re-sale purposes.
5.2 If you are a consumer, we only supply the Software and Documents for domestic and private use. You agree not to use the Software and Documents for any commercial, business or re-sale purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
5.3 Subject to condition 5.4, we shall not in any circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Licence for any loss or damage whatsoever, including without limitation: (a) direct loss; (b) loss of profits, sales, business, or revenue; (c) business interruption; (d) loss of anticipated savings; (e) loss or corruption of data or information; (f) loss of business opportunity, goodwill or reputation; or (g) any indirect or consequential loss or damage. 5.4 Nothing in this Licence shall limit or exclude our liability for: (a) death or personal injury resulting from our negligence; (b) fraud or fraudulent misrepresentation; (c) any other liability that cannot be excluded or limited by English law.
6.1 We may terminate this Licence immediately by written notice to you if you commit a material or persistent breach of this Licence which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so.
6.2 Upon termination for any reason: (a) all rights granted to you under this Licence shall cease; (b) you must immediately cease all activities authorised by this Licence; (c) you must immediately delete or remove the Software from all computer equipment in your possession, and immediately destroy or return to us (at our option) all copies of the Software and Documents then in your possession, custody or control and, in the case of destruction, certify to us that you have done so; and (d) if, with our written permission, you have made the Software available in whole or in part to persons outside your company, then you must instruct those persons to ensure that they and their company deletes or removes the Software from all computer equipment in their possession, and immediately destroys or returns to us (at our option) all copies of the Software and Documents then in their possession, custody or control and, in the case of destruction, certify to us that they have done so.
7. COMMUNICATIONS BETWEEN US
7.1 If you are a consumer, if you wish to contact us in writing, or if any condition in this Licence requires you to give us notice in writing, you can send this to us by e-mail or by pre-paid post to Cambrionix Limited at St Johns Innovation Centre, Cowley Road, Cambridge or email@example.com. We will confirm receipt of this by contacting you in writing, normally by e-mail.
7.2 If we have to contact you or give you notice in writing, we will do so by e-mail or by pre-paid post to the address you provide to us in your order for the Software.
8. OTHER IMPORTANT TERMS
8.2 We may transfer our rights and obligations under this Licence to another organisation, but this will not affect your rights or our obligations under this Licence.
8.3 You may only transfer your rights or your obligations under this Licence to another person if we agree in writing.
8.4 If you are a business user, this Licence constitutes the entire agreement between us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter. You agree that you shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Licence. You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this in this Licence. 8.5 If we fail to insist that you perform any of your obligations under this Licence, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
8.6 Each of the conditions of this Licence operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.
8.7 If you are a consumer, please note that this Licence, its subject matter and its formation, are governed by English law. You and we both agree to that the courts of England and Wales will have non-exclusive jurisdiction. However, if you are a resident of Northern Ireland you may also bring proceedings in Northern Ireland, and if you are resident of Scotland, you may also bring proceedings in Scotland.
8.8 If you are a business user, this Licence, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both irrevocably agree to the exclusive jurisdiction of the courts of England and Wales.