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Terms and Conditions
1.
Licence Agreement
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1.1 |
This document is a legally
binding Licence Agreement (the "Agreement") made between "the Licensee"
and the “Manufacturer” |
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1.2 |
By purchasing or otherwise
using this “Product”, including computer source code, computer
software, associated media, any printed materials, and any "online" or
electronic documentation the Licensee agrees to be bound by the terms
of this Agreement |
2.
GENERAL TERMS
| 2.1 |
Definitions: the following expressions shall have the following
meanings: |
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"Manufacturer" –
"JPA Consulting" |
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"JPA Consulting" –
JPA Consulting Limited, UK |
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"Licensee" –
the person, firm or company that has placed an Order
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"Product" –
JPA-SCPI Parser provided by JPA Consulting, including software in which
JPA Consulting has sub-licensing rights, in executable, machine
readable, object, printed or interpreted form, including any
documentation, modifications, improvements, or updates supplied to the
Licensee under any Order |
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"Licence Term" –
duration of Agreement subject always to Clause 6 hereof
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"Proprietary Information" -
all intellectual property rights including but not limited thereto all
copyrights, design rights (registered and unregistered), patents,
trademarks, designs, formula, code and other similar data relating to
the Product |
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"Order" -
any purchase order issued by the Licensee for the Product from JPA
Consulting |
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"Quotation"
- any quotation for the supply of the Product issued by JPA Consulting
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"Site" -
the location for which the Product may be used identified in the Order |
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“Computer Program”
- any form of set of instructions that is able to run on any form of
microprocessor, including a micro-controller within a piece of
electronic equipment or any form of personal computer |
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"Specification" -
the written specification of the Product maintained during development
and contained in documentation |
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"Support Agreement" -
the Software Maintenance and Technical Support facility provided by JPA
Consulting |
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2.2 |
Incorporation of Terms:
these Terms shall apply to the Product(s) supplied by JPA
Consulting under any Order placed by the Licensee
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2.2.1 |
In the
event of any ambiguity to any provision of this Agreement or
ruling by a court of competent jurisdiction to be illegal, invalid
or unenforceable, the remaining provisions shall remain in full
force and effect |
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3.
GRANT OF LICENSE
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3,1 |
The Manufacturer hereby
grants, and Licensee hereby accepts, subject to the terms and
conditions of this Agreement a non-exclusive, non-transferable and
non-assignable license to use the Product |
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3.2 |
The Product is protected by
copyright laws and international copyright treaties, as well as other
intellectual property laws and treaties |
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3.3 |
The Product is licensed,
not sold - any rights not explicitly granted under this Agreement are
hereby reserved |
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3.4 |
The Licensee may not
resell, rent, lease, or distribute any part of the Product, except the
source code component of the Product, and only then as a compiled
component of a Computer Program |
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3.5 |
The Licensee may only
incorporate the Product into applications and equipment produced or
manufactured by Licensee’s organisation and sold under the Licensee’s
organisation name |
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3.6 |
The Licensee is entitled to
make sufficient copies of the Product or parts of the Product for use
by the software developers of Licensee’s organisation, subject to the
terms and conditions of this Agreement |
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3.7 |
If the Licensee acting as
consultant wishes to use the Product in development of applications or
equipment for more than one organisation then the Licensee requires a
multi-brand licence to provide the Product to those organisations |
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3.8 |
Any
source code component of the Product
used as a compiled component of a Computer Program that is distributed
or accessible outside the Licensee's organisation (including use from
the Internet) must be protected to the extent that it cannot be easily
extracted or decompiled |
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3.9 |
The application the
Licensee distributes shall not be a software development tool intended
for distribution to other software developers or programmers |
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3.10 |
The Licensee may not
resell, rent, lease, or distribute products created from the Product in
any form that could compete with the Manufacturer |
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3.11 |
Failure to comply with and
adhere to the terms and conditions of this Licence could subject the
Licensee to legal action by JPA Consulting and/or the termination of
this licence |
4.
LEGAL JURISDICTION
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4.1 |
This contract is governed
by the law of England & Wales |
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4.2 |
The Licensee acknowledges
having read this licence and having understood all its terms, to agree
to respect them in whole |
5.
COPYRIGHT
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5.1 |
The Manufacturers' Product
including source code and all documentation
in whatever physical form is copyrighted and contains
proprietary information |
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5.2 |
The Licensee shall not
distribute or reveal any parts of the Product to anyone other than the
software developers of Licensee's organisation |
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5.3 |
The Licensee could be
legally responsible for any infringement of intellectual property
rights that caused or encouraged by Licensee's failure to abide by the
terms of this Agreement |
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5.4 |
The Manufacturer reserves all rights not specifically granted to
the Licensee |
6.
MODIFICATIONS
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6.1 |
Modifications: the
Manufacturer will provide the Licensee with error corrections, bug
fixes, patches, and or updates to the Product licensed hereunder to the
extent available in accordance with the Manufacturer’s release schedule
for a period of one (1) year from the date of despatch |
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6.2 |
Updates: if this
copy of the Product is an upgrade from an earlier version of the
Product, it is provided on a licence exchange basis
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6.21 |
The Licensee agrees by
installation and use of this copy of the Product to:
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(i) |
Voluntarily
terminate any earlier end-user licence, and |
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(ii) |
To not continue
to use the earlier version of the Product nor transfer it to
another |
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6.3 |
Title:
all such error corrections, bug fixes,
patches, updates, or other modifications shall remain the sole property
of the Manufacturer |
7.
LICENCE TERM
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7.1 |
This
Agreement provides a long term licence
of 25 years unless a quotation has specifically stated a shorter period
and such shorter period has been specifically ordered by the Licensee
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8. WARRANTY & RISKS
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8.1 |
Although the Manufacturer
has thoroughly tested the Product and reviewed the documentation, the
Manufacturer cannot guarantee that the Product will suit the Licensees’
needs, nor that it will function correctly in every hardware or
software environment, nor that its operation will be uninterrupted or
infallible |
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8.2 |
Efforts have been made to
assure that all parts of the Product, including the source code, are
correct, reliable, and technically accurate, however the Product is
licensed to the Licensee as is and without warranties as to performance
of merchantability, fitness for a particular purpose or use, or any
other warranties whether expressed or implied. Licensee's organisation
and all users of the Product assume all risks when using it |
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8.3 |
The Manufacturer,
distributors, and resellers of the Product shall not be liable for any
consequential, incidental, punitive or special damages arising out of
the use of or inability to use the Product or the provision of or
failure to provide support services, even if advised of the possibility
of such damages |
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8.4 |
In any case, the entire
liability under any provision of this agreement shall be limited to the
amount actually paid by the Licensee for the Product |
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8.5 |
Should the Licensee
discover a material defect on the media upon which the Product is
furnished (not applicable if the program is downloaded from a server or
if copied from other media) within ninety (90) days following the date
of purchase, the media will be replaced free of charge |
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8.6 |
Except insofar as it has
been stated in paragraph one (above), the Manufacturer grants no
guarantee and acknowledges no express or tacit guarantee regarding the
Product, its quality, its description, its retail value, or its
appropriateness for any specific function |
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8.7 |
In no case will the
Manufacturer assume any responsibility for any direct or indirect
damages, losses, loss of revenues, or for any loss of recorded data
concerning the use or the unsuitability of the Product |
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8.8 |
No distributor, dealer,
agent, or intermediary is authorised to modify or otherwise amend this
declaration of guarantee and of limited liability |
9.
HIGH RISK ACTIVITIES
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9.1 |
The Product is not
fault-tolerant and is not designed, or intended for use or resale as
on-line control equipment in hazardous environments requiring fail-safe
performance, in which the failure of the Product could lead directly to
death, personal injury, or severe physical or environmental damage
("High Risk Activities") |
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9.2 |
"High Risk Activities"
could include but are not limited exclusively to the operation of
nuclear facilities, aircraft navigation or communication systems, air
traffic control, direct life support
machines, or weapons systems |
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9.3 |
The Manufacturer and its
suppliers specifically disclaim any express or implied warranty of
fitness for High Risk Activities |
10. CONFIDENTIALITY
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10.1 |
Acknowledgement: the
Licensee hereby acknowledges and agrees that the Product, including
source code and documentation in whatever physical form constitutes and
contains valuable proprietary products and trade secrets of the
Manufacturer and/or its suppliers, embodying substantial creative
efforts and confidential information, ideas, and expressions.
Accordingly, Licensee agrees to treat (and take precautions to ensure
that its employees treat) all components of the Product as confidential
in accordance with the confidentiality requirements and conditions set
forth below:
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10.1.1 |
Each party agrees to
keep confidential all confidential information disclosed to it by
the other party in accordance herewith |
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10.1.2 |
Each party agrees to
protect the confidentiality thereof in the same manner it protects
the confidentiality of similar information and data of its own (at
all times exercising at least a reasonable degree of care in the
protection of confidential information)
Provided, however,
that neither party shall have any such obligation with respect to
use of disclosure to others not parties to this Agreement of such
confidential information as can be established to have:
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(a) |
Been known
publicly |
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(b) |
Been known
generally in the industry before communication by the
disclosing party to the recipient |
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(c) |
Become know
publicly, without fault on the part of the recipient,
subsequent to disclosure by the disclosing party |
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(d) |
Been known
otherwise by the recipient before communication by the
disclosing party; or |
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(e) |
Been received by
the recipient without any obligation of confidentiality from
a source (other than the disclosing party) lawfully having
possession of such information |
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10.2 |
Injunctive Relief:
the Licensee acknowledges that the unauthorised use, transfer, or
disclosure of any part of the Product or copies thereof will:
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(i) |
Diminish substantially
the value to the Manufacturer of the trade secrets and other
proprietary interests that are the subject of this Agreement |
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(ii) |
Render the
Manufacturer’s remedy at law for such unauthorised use,
disclosure, or transfer inadequate; and |
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(iii) |
Cause irreparable
injury in a short time period |
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10.3 |
Survival: Licensee’s
obligations under this Article will survive the termination of this
Agreement or of any licence granted under this Agreement for whatever
reason |
11. TERMINATION
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11.1 |
Without prejudice to any
other rights, JPA Consulting may terminate this agreement if the
Licensee fails to comply with its terms and conditions |
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11.2 |
In any such event the
Licensee must permanently uninstall all copies of the Product |
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