* Updated 10
September 2004
1 INTRODUCTION
1.1 This Licence Agreement (“Agreement”) is an agreement between you
and Visual Software. Please read these terms and conditions carefully
before downloading any software and applicable documentation as they
contain important information about your rights and obligations. It
governs your use of the software ("the Software") supplied to you by
Visual Software and related documentation. In particular, we draw your
attention to clause 8 (limitation of liability).
By downloading, installing or otherwise using the Software you agree
to be legally bound by this Licence Agreement as it may be modified and
posted on our website from time to time.
1.2 If you do not wish to be bound by this Agreement, then you may
not download or use the Software.
2 LICENCE
2.1 Specific conditions of use which apply to the type of licence
you have acquired from Visual Software are:
2.1.1 Evaluation Licence for non-chargeable Software: You may
use the Software freely within your organisation to access whether it
meets your needs.
2.1.2 Evaluation Licence for chargeable Software: You may use
the Software within your organisation to access whether it meets your
needs for a period of up to 14 days from its supply to you. At the end
of this period, if you do not purchase another licence from Visual
Software you must destroy all copies of the Software supplied to you,
including copies installed on any computer, and all related
documentation.
2.1.3 End-User PC Licence:
(a) With a single End-User PC Licence you may install and use one
copy of the Software on a single computer. You may not share the licence
between different computers, nor install it on a server based computer,
nor use the Software on more than one computer at the same time. As a
special exception, the primary user of the Software may make a second
copy for his or her exclusive use on either a home or portable computer.
(b) In addition to the above, if you have bought a licence for a
number of concurrent users you may install the Software on any number of
computers at one single physical (geographical) location notified to
Visual Software provided it is used on no more computers than that
number of licensed users at any one time.
2.1.4 Unix/Windows Server Licence:
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(a) With a "Server Edition" product you may install the Software on
the hard disk and execute in RAM memory on a single server or client PC
machine and use the Software to serve no more than the licensed number
of users simultaneously networked to that single computer.
(b) With a "Webserver Edition" product you may install the Software
on the hard disk and execute in RAM memory on a single server machine
and use the Software to serve any number of simultaneous network
connections to that computer.
2.1.5 Site Licence: You may install and use the Software on
any number of computers or terminals located at the single physical
(geographical) location notified to and agreed by Visual Software.
2.1.6 Developer Licence:
(a) You may install and use the Software on any number of computers
or terminals within your organisation.
(b) You may incorporate the Software, or portions of the Software,
into your own software for use within your own organisation.
(c) You may not distribute the Software, or any portions of the
Software, or related documentation to any other organisation or to any
person external to your organisation.
2.1.7 Developer Distribution Licence:
(a) You may copy, install and use the Software on any number of
computers or terminals within your organisation.
(b) You may incorporate the Software, or portions of the Software,
into your own software products for distribution to other people or
organisations provided the appropriate copyright of Visual Software is
acknowledged on all media containing, and documentation relating to,
such software products.
(c) You may not distribute the Software, or any portion of the
Software, to any third party unless it is incorporated into your own
software products whose functionality exceeds the functionality of the
Software and which do not compete directly with the Software.
3 RESTRICTIONS ON USE
3.1.1 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.
3.1.2 You shall not make copies of the Software additional to those
expressly permitted in this Licence Agreement.
3.1.3 You shall not copy any written documentation accompanying the
Software.
3.1.4 You shall not remove or obscure any copyright and trademark
notices or other proprietary notices relating to the Software. All
notices must be duplicated as it appears on the Software on all
authorised copies.
3.1.5 You shall 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.
3.1.6 You may not distribute any portions of the Software to any
third party except under the terms of a Developer Distribution Licence
if you have acquired such a licence from Visual Software.
3.1.7 You may 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 Licence Agreement you are transferring and (iii) you
notify Visual Software of the transfer in writing.
3.1.8 You shall not use the Software in any way other than in a
manner specifically licensed under this Agreement.
3.1.9 You shall not display the Software on a public bulletin board,
website, chat room or by any other unauthorised means.
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4 INTELLECTUAL PROPERTY RIGHTS
The copyright, patents, trade marks and all other intellectual
property rights in the Software and related documentation are owned by
and remain the property of Visual Software or its suppliers 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 is effective until terminated. This Agreement will
terminate automatically if you fail to comply with any provision of this
Agreement. Upon notice of termination from Visual Software you shall
destroy the documentation and all copies of the Software promptly.
6 UPDATE POLICY
Visual Software may create, from time to time, updated versions of
the Software. Visual Software 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 WARRANTY
7.1 Subject to the limitations upon its liability set out in clause
8, Visual Software warrants that:
7.1.1 for a period of 90 days from you purchasing the Software, it
will materially conform to the electronic documentation provided with
it; and
7.1.2 with respect to any physical diskette(s), the same shall be
free from defects in materials and workmanship for a period of 90 days
from purchase.
7.2 In the event of notification within the warranty period stated
in clause 7.1, Visual Software shall replace the defective Software
and/or diskette(s). Your remedy for breach of the warranties set out in
clause 7.1 shall be limited to replacement of the defective materials
and shall not encompass any other damages.
7.3 Save as stated herein, Visual Software expressly disclaims all
other conditions, warranties, terms and undertakings, expressed or
implied, statutory or otherwise, relating to the Software and related
documentation or technical support including but not limited to
warranties of quality, performance, satisfactory quality or fitness for
a particular purpose.
8 LIMITATION OF LIABILITY
8.1 Nothing in this Agreement shall limit Visual Software’s
liability for:
8.1.1 fraud or other criminal act;
8.1.2 personal injury or death caused by our negligence;
8.1.3 any other liability that cannot be excluded by law.
8.2 Subject to clause 8.1, Visual Software 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 Visual Software.
8.3 Except as provided in clause 8.1, Visual Software’s maximum
liability to you for any cause whatsoever will be limited to the amount
paid for the Software.
9 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.
10 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.
11 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.
12 ASSIGNMENT
You may 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 Visual Software’s prior consent.
13 NOTICES
13.1 All notices shall be given:
13.1.1 to Visual Software via e-mail at
geddes@visual.co.uk;
13.1.2 to you at either the e-mail or postal address you provide
during any ordering process.
13.2 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.
14 GOVERNING 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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