* 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: *
(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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