RADAN End User License Agreement
This license agreement (Licence) is a legal agreement between the person, firm or company set out in the related quotation/accessing this Licence via a link or website address in a Planit software product (End User or you) and Planit Software Ltd, Hadley House, Bayshill Road, Cheltenham, Gloucestershire, GL50 3AW, a company registered in England with company number 2093062 (Licensor or we) for the software product identified in the quotation/from which these terms were accessed (Software), which includes computer software, any data supplied with it, the associated media, printed materials and electronic documentation (Documentation).
1. GRANT AND SCOPE OF LICENCE
1.1 In consideration of payment by you of the applicable licence fee and you agreeing to abide by the terms of this Licence, the Licensor hereby grants to you a non-exclusive, non-transferable licence to use the Software and the Documentation on the terms of this Licence.
1.2 You may:
1.2.1 install and use the Software for your internal business purposes only, either (as agreed with you by or on behalf of the Licensor):
a) on one CPU if the Licence is a single-user licence or the Software is for single use;
b) where the Software is supplied with a hardware dongle, on multiple CPUs; or
c) if the Licence is a multi-user or network licence, for the agreed number of concurrent users;
1.2.2 make one copy of the Software for back-up purposes only, provided that this is necessary for the activities permitted by condition 2.1;
1.2.3 provided that you have entered into a current support and maintenance agreement in respect of the Software, receive and use any free supplementary software code or update of the Software incorporating "patches" and corrections of errors as may be provided by or on behalf of the Licensor from time to time;
1.2.4 use any Documentation in support of the use permitted under condition 1.1 and make one copy of the Documentation as is reasonably necessary for its lawful use.
2. END USER'S UNDERTAKINGS
2.1 Except as expressly set out in this Licence or as permitted by applicable local law, you undertake:
2.1.1 not to copy the Software or Documentation except where such copying is incidental to normal use of the Software;
2.1.2 not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Software or Documentation;
2.1.3 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;
2.1.4 not to disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Software nor attempt to do any such things 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:
a) is used only for the purpose of achieving inter-operability of the Software with another software program;
b) is not disclosed or communicated without the Licensor's prior written consent to any third party to whom it is not necessary to disclose or communicate it; and
c) is not used to create any software which is substantially similar to the Software;
2.1.5 to keep all copies of the Software secure and to maintain accurate and up-to-date records of the number and locations of all copies of the Software;
2.1.6 to include the copyright notice of the Licensor on all entire and partial copies of the Software in any form;
2.1.7 not to provide, or otherwise make available, the Software in any form, in whole or in part (including, but not limited to, program listings, object and source program listings, object code and source code) to any person without prior written consent from the Licensor;
2.1.8 not to use the Software via any communications network or by means of remote access.
2.2 You must permit the Licensor and his representatives, at all reasonable times and on reasonable advance notice, to inspect and have access to any premises, and to the computer equipment located there, at which the Software or the Documentation is being kept or used, and any records kept pursuant to this Licence, for the purpose of ensuring that you are complying with the terms of this Licence.
3. INTELLECTUAL PROPERTY RIGHTS
3.1 You acknowledge that all intellectual property rights in the Software and the Documentation throughout the world belong to the Licensor or its third party licensee, that rights in the Software are licensed (not sold) to you, and that you have no rights in, or to, the Software or the Documentation 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 or in unlocked coding or with comments.
3.3 The integrity of this Software is protected by technical protection measures (TPM) so that the intellectual property rights, including copyright, in the Software of the Licensor are not misappropriated. You must not attempt in any way to remove or circumvent any such TPM, nor to apply, manufacture for sale, hire, import, distribute, sell, nor let, offer, advertise or expose for sale or hire, nor have in your possession for private or commercial purposes, any means whose sole intended purpose is to facilitate the unauthorised removal or circumvention of such TPM.
4.1 The Licensor warrants that:
4.1.1 the medium on which the Software is stored and distributed is (at the time it is supplied), and will be for the period of 90 days after that time (Warranty Period), free from defects in design, material and workmanship under normal use. If a defect in the medium occurs during the Warranty Period, the Licensor will replace it free of charge if you return it to the Licensor with proof of purchase and (so far as you are able) a documented example of such defect or error;
4.1.2 during the Warranty Period, the Software will, when properly used, perform substantially in accordance with the functions described in the Documentation, and the Documentation correctly describes the operation of the Software in all material respects;
4.1.3 it has tested the Software for viruses using commercially available virus-checking software, consistent with current industry practice.
4.2 You acknowledge that the Software may not be free of bugs or errors and you agree that the existence of any minor errors shall not constitute a breach of this Licence.
4.3 If, within the Warranty Period, you notify the Licensor in writing of any defect or fault in the Software in consequence of which it fails to perform substantially in accordance with the Documentation, and such defect or fault does not result from you having amended the Software or used it in contravention of the terms of this Licence, the Licensor will, at its sole option, repair or replace the Software, provided that you make available all information that may be necessary to assist the Licensor in resolving the defect or fault, including sufficient information to enable the Licensor to recreate the defect or fault.
5. LICENSOR'S LIABILITY
5.1 Nothing in this Licence shall exclude or in any way limit the Licensor's liability for fraud, or for death and personal injury caused by its negligence, or any other liability to the extent that it cannot be excluded or limited as a matter of law.
5.2 Subject to condition 5.1 the Licensor shall not be liable under or in connection with this Licence or any collateral contract for loss of income, loss of business profits or contracts, business interruption, loss of the use of money or anticipated savings, loss of information, loss of opportunity, goodwill or reputation, loss of, damage to or corruption of data or any indirect or consequential loss or damage of any kind howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise provided that this condition 5.2 shall not prevent claims for loss of or damage to your tangible property that fall within the terms of condition 4 or any other claims for direct financial loss that are not excluded by this condition 5.2.
5.3 Subject to condition 5.1 and condition 5.2, the Licensor's maximum aggregate liability under or in connection with this Licence, or any collateral contract, whether in contract, tort (including negligence) or otherwise, shall be limited to a sum equal to the Licence Fee.
5.4 Subject to condition 5.1, condition 5.2 and condition 5.3, the Licensor's liability for infringement of third party intellectual property rights shall be limited to breaches of rights subsisting in the UK.
5.5 Any condition, warranty, representation or other term concerning the supply of the Software and Documentation which might otherwise be implied into, or incorporated in, this Licence, or any collateral contract, whether by statute, common law or otherwise, is hereby excluded to the fullest extent permitted by law.
6.1 The Licensor may terminate this Licence immediately by written notice to you if:
6.1.1 you commit a material or persistent breach of this Licence which you fail to remedy (if remediable) within 14 days after the service on you of written notice requiring you to do so; or
6.1.2 a petition for a bankruptcy order to be made against you has been presented to the court; or
6.1.3 the End User (where it is a company) becomes insolvent or unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986), enters into liquidation, whether voluntary or compulsory (other than for reasons of bona fide amalgamation or reconstruction), passes a resolution for its winding-up, has a receiver or administrator manager, trustee, liquidator or similar officer appointed over the whole or any part of its assets, makes any composition or arrangement with its creditors or takes or suffers any similar action in consequence of its debt, or becomes unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986).
6.2 Upon termination for any reason:
6.2.1 all rights granted to you under this Licence shall cease;
6.2.2 you must cease all activities authorised by this Licence;
6.2.3 you must immediately pay to the Licensor any sums due to the Licensor under this Licence; and
6.2.4 you must immediately delete or remove the Software from all computer equipment in your possession and immediately destroy or return to the Licensor (at the Licensor's option) all copies of the Software then in your possession, custody or control and, in the case of destruction, certify to the Licensor that you have done so.
7. TRANSFER OF RIGHTS AND OBLIGATIONS
7.1 This Licence is binding on you and us and on our respective successors and assigns.
7.2 You may not transfer, assign, charge or otherwise dispose of this Licence, or any of your rights or obligations arising under it, without our prior written consent.
7.3 The Licensor may transfer, assign, charge, sub-contract or otherwise dispose of this Licence, or any of his rights or obligations arising under it, at any time during the term of the Licence.
8.1 All notices given by you to the Licensor must be given to Planit at the address set out above. The Licensor may give notice to you at either the e-mail or postal address you provided to it or its representative when purchasing the Software. Notice will be deemed received and properly served 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.
9.1 If the Licensor fails, at any time during the term of this Licence, to insist on strict performance of any of your obligations under this Licence, or if the Licensor fails to exercise any of the rights or remedies to which he is entitled under this Licence, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations.
9.2 A waiver by the Licensor of any default shall not constitute a waiver of any subsequent default.
9.3 No waiver by the Licensor of any of these terms and conditions shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing.
10.1 If any of the terms of this Licence are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.
11. ENTIRE AGREEMENT
11.1 This Licence and any document expressly referred to in it represents the entire agreement between us in relation to the licensing of the Software and Documentation and supersedes any prior agreement, understanding or arrangement between us, whether oral or in writing.
11.2 We each acknowledge that, in entering into this Licence, neither of us has relied on any representation, undertaking or promise given by the other or implied from anything said or written in negotiations between us before entering into this Licence except as expressly stated in this Licence.
11.3 Neither of us shall have any remedy in respect of any untrue statement made by the other, whether orally or in writing, prior to the date we entered into this Licence (unless such untrue statement was made fraudulently) and the other party's only remedy shall be for breach of contract as provided in this Licence.
12.1 In the event that this Licence is translated into a language other than English the terms of the English language version shall prevail in the event of any conflict or inconsistency.
13. LAW AND JURISDICTION
13.1 This Licence is governed by English law. Any dispute arising from, or related to, any term of this Licence shall be subject to the non-exclusive jurisdiction of the courts of England and Wales.