NOTICE TO USERS: CAREFULLY READ THE FOLLOWING LEGAL AGREEMENT. USE OF THE SOFTWARE PROVIDED WITH THIS AGREEMENT (THE “SOFTWARE”) CONSTITUTES YOUR ACCEPTANCE OF THESE TERMS. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, PROMPTLY REMOVE THE SOFTWARE TOGETHER WITH ALL COPIES FROM YOUR COMPUTER. USER’S USE OF THIS SOFTWARE IS CONDITIONED UPON COMPLIANCE BY USER WITH THE TERMS OF THIS AGREEMENT.
These Conditions form an integral part of the license agreement between 65bit Software Limited (“the Licensor”) and you, the end user (“the Licensee”)
1. Definitions
1.1 “Software” means the computer software downloaded from, or provided by, 65bit Software Ltd.
2. Grant
2.1 The Software supplied to the Licensee is not sold, but the Licensor grants the Licensee a non-exclusive, non.transferable license to use the Software in accordance with these conditions. TITLE TO THE SOFTWARE DOES NOT PASS TO THE LICENSEE IN ANY CIRCUMSTANCES.
2.2 The Licensee acknowledges that it is licensed to use the Software only in accordance with the express terms of these conditions.
3. Duration
3.1 This license commences on the date of delivery of the Software and will then be of unlimited duration subject to the termination provisions in these conditions.
4. License to Use the Software
4.1 The Licensee is licensed to use the Software only for its own internal purposes on the licensed number of user Workstation[s].
4.2 The Licensee will not copy or permit the Software to be copied, except for reasonable security and backup purposes.
4.3 The Licensee warrants that the Software and all security and backup copies will remain under its control and that it will take all reasonable precautions to safeguard the Software against unauthorized use.
5. Title and Copyright
5.1 No title or rights of ownership, copyright or any other intellectual property in the Software is or will be transferred to the Licensee.
5.2 The Licensee understands that the Software contains proprietary information and agrees that except in accordance with an express written authority signed by an authorised signatory of the Licensor, it will not provide or otherwise make the Software available for any reason to any other person, firm, company or organisation whether for facilities management purposes or otherwise.
5.3 Copyright subsists in the Software (whether printed or stored magnetically) and the Licensee will not delete any proprietary marks on the Software.
5.4 The Licensee will ensure that all of its relevant employees are advised that the Software constitutes confidential information and that all intellectual property rights in it are the property of the Licensor, and the Licensee will use all reasonable endeavors to ensure that its employees comply with all of the terms and conditions of this Agreement.
5.5 The Licensee agrees to indemnify the Licensor in respect of any losses or expenses incurred by the Licensor as a result of the unauthorized use of the Software by any third party, whether through misuse of the Software by the Licensee or through any other breach by the Licensee of this Agreement or through the negligence of the Licensee.
6. Disclaimer of warranty
6.1 The Licensor will indemnify the Licensee for direct physical injury or death caused solely either by defects in the Software or by the negligence of its employees acting within the course of their employment and the scope of their authority.
6.2 The software and the accompanying files are sold “as is” and without warranties as to performance of merchantability or any other warranties whether expressed or implied. Good data processing procedure dictates that any program be thoroughly tested with non-critical data before relying on it. The user must assume the entire risk of using the software.
6.3 Except as expressly stated in the condition, the Licensor disclaims all liability to the License in connection with the Licensee’s use of the Software and in no event will the Licensor be liable to the Licensee for special, indirect or consequential damages including but not limited to loss of profits or arising from loss of data or unfitness for user purposes.
7. Termination
7.1 This License granted by these conditions may be terminated by the Licensor immediately by notice in writing if theLicensee is in material or continuing breach of any of these conditions and fails to remedy the breach (if capable of remedy) for a period of 30 days after receiving written notice.
7.2 On termination of the License granted by these conditions the Licensee will be obliged to satisfy the Licensor thatit has erased the Software and all copies of any part of the Software from its magnetic media and that it has no ability to reproduce the Software in any way.
8. Jurisdiction
8.1 These conditions shall be governed by and construed in all respects in accordance with the Law of England, and each party hereby submits to the exclusive jurisdiction of the English Courts.
