BY CLICKING ON THE "ACCEPT" BUTTON OR BY DOWNLOADING OR USING THE SOFTWARE YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING THE LICENSEE TO THIS LICENCE. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS LICENCE DO NOT DOWNLOAD OR USE THE SOFTWARE.
DeltaXML Ltd. registered in England number 02528681 with registered address Monsell Houe, Monsell Lane, Upton-on-Severn, Worcester, WR8 0QN, UK (the "Licensor") grants you, as an individual person or a legal entity, (the "Licensee") a non-exclusive, non-transferable licence (the "Licence") to Use the software product identified as the "Licensed Product" in the licence key including (if applicable) electronic documentation, XML files, XSL stylesheets, associated material and any updates thereof (the "Software").
If the licence is an evaluation licence then your right to Use the Software is for a limited non-renewable time period and is for internal evaluation, demonstration and test purposes only.
The Licence permits you to "Use" (as hereinafter defined) the Software only accordance with any limitations in the licence key and in accordance with the Licence Type as follows:
Named User Licence: "Named User Licence" means a Licence Type with the right for one individual person (the "Designated User") to Use the Software on one computing device (the "System") with a maximum number of CPUs as specified in the licence key, including the right to copy the Software to another System such that the Designated User is using no more than one copy simultaneously. Each core of a multiple-core CPU shall be deemed to be one CPU. The Named User Licence may be re-assigned to another Designated User, within the same company or legal entity, at any time as long as the Software is no longer being Used by the previous Designated User. The Software may not be used to provide an automated service to another computing device or to any person other than the Designated User.
Server Licence: "Server Licence" means a Licence Type with the right to Use the Software on one computing device (the "System") which is a network server identified in the licence key (the "Designated Server") with a maximum number of CPUs as specified in the licence key. Each core of a multiple-core CPU shall be deemed to be one CPU. Any number of persons may access the Software running on the System provided each person is an employee of Licensee. The Server Licence may be re-assigned to another Designated Server, within the same company or legal entity, at any time as long as the Software is no longer used on the previous Designated Server.
Bespoke Licence: "Bespoke Licence" means a Licence Type with the right for a number of users as specified in the sales order or invoice that is referenced in the licence key ("Designated Users") to Use the Software on personal computers or network servers (the "System"), subject to any terms and conditions specified in the sales order or invoice.
Enterprise Licence: "Enterprise Licence" means a Licence Type which has a separate written and signed licence agreement which when applicable has precedence over the terms and conditions of this Licence.
Redistribution Licence: "Redistribution Licence" means a Licence Type which has a separate written and signed licence agreement which when applicable has precedence over the terms and conditions of this Licence.
In this Licence "Use" shall mean and include utilisation of the Software by copying, transmitting or loading the same into the memory of the System for the processing of the instructions or statements contained in such Software. The Software may be copied only for back-up or disaster recovery purposes and provided each copy contains the same copyright information as the original.
This Licence will terminate on the date specified in the licence key unless terminated earlier in accordance with provisions of this Agreement.
The Software is NOT free or shareware. The Software is licensed, not sold. The licence fee is as quoted and is payable by a method specified on the website of the Licensor.
Upon accepting this Licence you undertake (save as provided under sections 50A, 50B, 50C and 296A of the Copyright Designs and Patents Act 1988):
not to copy the Software (other than for normal operation and as specified in Clause 1 above) nor (subject to applicable law rights) to disassemble, decompile or reverse engineer the Software.
not to translate, modify, lease, rent, loan, redistribute, sub-lease, sub-license or create derivative works from the Software (for the avoidance of doubt "not to create derivative works" shall not prevent the Software being embedded in or used in combination with an application program for use by the Licensee).
to maintain accurate and up-to-date records of the number and location of all copies of the Software and the names of all Designated Users and the identity of all Designated Servers, and to provide such information to Licensor or its agents as may reasonably be required to demonstrate your compliance with these conditions.
to supervise and control Use of the Software in accordance with the terms of this Licence, and to provide to Licensor or its agents such information as may reasonably be required to demonstrate your compliance with this Licence.
to ensure that your employees, agents and other parties who will use the Software are notified of this Licence and the terms hereof prior to such employee, agent or party using the same.
to reproduce and include the copyright notice of the Licensor as it appears in or on the Software on all copies.
not to provide or otherwise make available the Software to any person other than your employees or as specified herein without prior written consent from the Licensor.
not to use the Software to provide a data processing or bureau service to any third party by way of trade or otherwise.
not to display the Software on a public bulletin board, ftp site, worldwide web site, chat room or by any other unauthorised means.
not to use the Software for immoral, illegal or for any other purpose which may be determined threatening, abusive or harmful including but not limited to the creation or transmission of any virus, worms, trojan horse or any other destructive or contaminating program.
within 14 days after the date of termination or discontinuance of this Licence for whatever reason, to destroy the Software and all upgrades or copies.
to comply with the terms of any third-party software included in the download package if you use such third-party software.
THE SOFTWARE IS PROVIDED "AS IS" WITHOUT ANY WARRANTY OF ANY KIND EITHER EXPRESS OR IMPLIED INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF:
MERCHANTABILITY OR REASONABLE QUALITY,
FITNESS FOR A PARTICULAR PURPOSE,
NON-INFRINGEMENT OF ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHTS.
THE LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL BE ERROR-FREE OR THAT SUCH ERRORS WILL BE CORRECTED AND THE LICENSEE IS SOLELY RESPONSIBLE FOR ALL COSTS AND EXPENSES ASSOCIATED WITH RECTIFICATION, REPAIR OR DAMAGE CAUSED BY SUCH ERRORS. Exclusion of warranties may not be valid in certain jurisdictions, however, the only applicable laws under which this Licence may be construed are specified in clause 9 below.
The Licensor may create new versions of the Software ("Upgrades") which may correct such errors and although the Licensor has no obligation to notify existing licensees of such upgrades, the same will be made available at the same internet site as the licensee downloaded the Software accompanying this licence, at such cost and on such terms as shall be indicated. If you elect to subscribe to and pay for software maintenance, there shall be no charge for upgrades during the period of your subscription, and Licensor shall notify you of such upgrades by email.
THE LICENSOR SHALL NOT BE LIABLE TO THE LICENSEE OR TO ANY OTHER PARTY FOR ANY LOSS OR DAMAGE WHATSOEVER OR HOWSOEVER CAUSED ARISING DIRECTLY OR INDIRECTLY IN CONNECTION WITH THIS LICENCE, THE SOFTWARE, ITS USE OR OTHERWISE, EXCEPT TO THE EXTENT THAT SUCH LIABILITY MAY NOT BE LAWFULLY EXCLUDED UNDER THE APPLICABLE LAW.
NOTWITHSTANDING THE GENERALITY OF (c) ABOVE, THE LICENSOR EXPRESSLY EXCLUDES LIABILITY FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSS OR DAMAGE WHICH MAY ARISE IN RESPECT OF THE SOFTWARE HOWSOEVER CAUSED EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN THE EVENT THE LICENSOR INCURS ANY LIABILITY WHATSOEVER, SUCH LIABILITY IS LIMITED TO THE LICENCE FEE PAID BY THE LICENSEE FOR THE SOFTWARE (EXCEPT FOR DEATH OR PERSONAL INJURY ARISING FROM THE LICENSOR'S NEGLIGENCE OR FOR FRAUD).
All copyright, trade marks and other intellectual property rights subsisting in or used in connection with the Software (including but not limited to patents 2001270901, 1325432, 60134999.7 and patent applications 2003/0167446, 2416876, 0712935.6, PCT/GB2008/05034, WO2009/004386, 12/452309, 08776169.8, all images, animations, audio and other identifiable material relating to the Software) are and remain the sole property of the Licensor. The Licensee acquires no rights in the Software, except those which are expressly granted to the Licensee in this Licence.
Any form of advertising or publicity or reference to the Licensee shall require the Licensee's prior written consent (such consent not to be unreasonably withheld or delayed), provided that Licensor shall be permitted to refer to the Licensee in a client list without the Licensee's prior approval. Licensee may request removal from such a list at any time by notice in writing to Licensor.
You may terminate this Licence at any time by destroying the Software, documentation and all copies. No Licence Fee or software maintenance fee is refundable. The Licensor may terminate this Licence at any time if you are found in breach of any of these terms. If you are notified of such termination, you must comply with the provisions of Clause 3(k) above.
The parties hereby agree that this Licence shall be construed in accordance with the laws of England and Wales and subject to the non-exclusive jurisdiction of the English courts and in terms of the enforceability of this Licence, this Licence shall be deemed "in writing" and "accepted" by both parties.