End user licence agreement
EMANSIO LTD SOFTWARE END USER LICENCE AGREEMENT
IMPORTANT: THIS AGREEMENT (or "EULA") IS A LEGAL AGREEMENT BETWEEN THE PERSON, COMPANY, OR ORGANIZATION THAT HAS LICENSED THIS SOFTWARE ("YOU" OR "CUSTOMER") AND EMANSIO LTD. BY INSTALLING AND USING THE SOFTWARE, YOU ACCEPT THE SOFTWARE AND AGREE TO THE TERMS OF THIS AGREEMENT. READ IT CAREFULLY BEFORE COMPLETING THE INSTALLATION PROCESS AND USING THE SOFTWARE. BY INSTALLING AND/OR USING THE SOFTWARE, YOU ARE CONFIRMING YOUR ACCEPTANCE OF THE SOFTWARE AND AGREEING TO BECOME BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, OR DO NOT HAVE AUTHORITY TO BIND CUSTOMER TO THESE TERMS, THEN DO NOT INSTALL AND/OR USE THE SOFTWARE.
THIS EULA SHALL APPLY ONLY TO THE SOFTWARE SUPPLIED BY EMANSIO LTD HEREWITH REGARDLESS OF WHETHER OTHER SOFTWARE IS REFERRED TO OR DESCRIBED HEREIN.
1. Definitions
"EMANSIO" means EMANSIO Ltd, Emansio and its licensors, if any.
"Software" means only the EMANSIO Ltd software program(s) and third party software programs, in each case, supplied by EMANSIO Ltd herewith, and corresponding documentation, associated media, printed materials, and online or electronic documentation. Any updates to such Software which you are entitled to receive and that has been provided to you by EMANSIO Ltd shall also mean Software for purposes of this Agreement.
"Trial Version" means a version of the Software, so identified, to be used only to review, demonstrate and evaluate the Software for a limited time period. The Trial Version may have limited features, and will cease operating after a predetermined amount of time due to an internal mechanism within the Trial Version.
2. License Grants
The licences granted in this Section 2 are subject to the terms and conditions set forth in this EULA:
(a) You may install and use the Software on a single device. OR install and store the Software multiple devices, provided you have a licence for each separate device on which the Software is installed and run. A licence for the Software may not be shared, installed or used concurrently on different devices. Subject to the terms and conditions set forth in this EULA, you shall not have more than one installation of the Software on any single device.
(b) Subject to the terms and conditions of this Agreement, in the event the Software is distributed along with other EMANSIO Ltd software products as part of a suite of products, the licence of the Software is licensed as a single product and none of the products in the distribution, including the Software, may be separated for installation or use on more than one device.
(c) You may make one copy of the Software in machine-readable form solely for backup purposes. You must reproduce on any such copy all copyright notices and any other proprietary legends on the original copy of the Software. You may not sell or transfer any copy of the Software made for backup purposes.
(d) You agree that EMANSIO Ltd may audit your use of the Software for compliance with these terms at any time, upon reasonable notice. In the event that such audit reveals any use of the Software by you other than in full compliance with the terms of this Agreement, you shall reimburse EMANSIO Ltd for all reasonable expenses related to such audit in addition to any other liabilities you may incur as a result of such non-compliance.
(e) You agree to indemnify, hold harmless and defend EMANSIO Ltd from and against any loss, damage, claims or lawsuits, including attorney's fees, that arise or result from the use of the software.
(f) Your licence rights under this EULA are non-exclusive.
(g) The licence rights granted for Trial Versions under this Agreement are limited to the first seven (7) days after you first install the Software. To use the Software beyond the trial period you will need to purchase an extension of the licence through the use of the Internet or telephone; toll charges may apply. There are technological measures in this Software that are designed to prevent unlicensed or illegal use of the Software. You agree that EMANSIO Ltd may use those measures and you agree to follow any requirements regarding such technological measures. This Software licence is based on the exchange of information between your device and EMANSIO Ltd. You agree that EMANSIO Ltd may store and use this information for marketing or other reasons.
3. LicenCe Restrictions
(a) Other than as set forth in Section 2, you may not make or distribute copies of the Software, or electronically transfer the Software from one device to another or over a network.
(b) You may not alter, merge, modify, adapt or translate the Software, or decompile, reverse engineer, disassemble, or otherwise reduce the Software to a human-perceivable form.
(c) Unless otherwise provided herein, you may not rent, lease, or sublicense the Software.
(d) Other than with respect to a Trial Version of the Software, you may permanently transfer all of your rights under this EULA only as part of a sale or transfer, provided you retain no copies, you transfer all of the Software (including all component parts, the media and printed materials, any upgrades, all platforms, this EULA, the device identification, and, if applicable, all other software products provided together with the Software), and the recipient agrees to the terms of this EULA. You may not sell or transfer any Software purchased under a volume discount. You may not sell or transfer any Trial Version of the Software.
(e) You may not modify the Software or create derivative works based upon the Software.
(f) Unless otherwise provided herein, you shall not (A) in the aggregate, install or use more than one copy of the Trial Version of the Software, (B) download the Trial Version of the Software under more than one username, (C) alter a device or computer system to enable the use of the Trial Version of the Software for an aggregate period in excess of the trial period for one licence to such Trial Version, (D) disclose the results of software performance benchmarks obtained using the Trial Version to any third party without EMANSIO Ltd's prior written consent, or (E) use the Trial Version of the Software for a purpose other than the sole purpose of determining whether to purchase a licence.
(g) You may receive the Software in more than one medium but you shall only install or use one medium. Regardless of the number of media you receive, you may use only the medium that is appropriate for the device on which the Software is to be installed.
(h) You may receive the Software in more than one platform but you shall only install or use one platform.
(i) You shall not use the Software to develop any product having the same primary function as the Software.
(j) In the event that you fail to comply with this EULA, EMANSIO Ltd may terminate the licence and you must destroy all copies of the Software (with all other rights of both parties and all other provisions of this EULA surviving any such termination).
(k) You may receive the Software in more than one language but you shall only install or use one language version.
4. Upgrades
If this copy of the Software is an upgrade from an earlier version of the Software, you must possess a valid full licence to a copy of an earlier version of the Software used to upgrade to this upgrade copy in order to install and/or use this upgrade copy. You may continue to use each earlier version copy of the Software to which this upgrade copy relates on your device after you receive this upgrade copy, provided that, (i) the upgrade copy and the earlier version copy are installed and/or used on the same device only and the earlier version copy is not installed and/or used on any other device; (ii) you comply with the terms and conditions of the earlier version's end user licence agreement with respect to the installation and/or use of such earlier version copy; (iii) the earlier version copy or any copies thereof on any device are not transferred to another device unless all copies of this upgrade copy on such device are also transferred to such other device; (iv) the earlier version copy or any copies thereof are not transferred to any other party unless you also transfer this upgrade copy and any copies thereof to such other party in accordance with Section 3; and (v) you acknowledge and agree that any obligation EMANSIO Ltd may have to support and/or offer support for the earlier version of the Software may be ended upon availability of the upgrade.
5. Prior Same Version License and Exchanges
If this copy of the Software ("New License") has been acquired via a permitted exchange (other than in connection with an upgrade) with a different type of Software licence previously acquired by you ("Old License") (e.g. Trial Version licence for a Commercial Version licence, where permitted), you must possess a valid full licence to a copy of such Old License in order to install and/or use this New License, and the New License is provided to you on a licence exchange basis. You agree by your installation and/or use of such copy of the New License to voluntarily terminate your earlier EULA to the Old License and uninstall, destroy and cease using the Old License. You agree to not transfer the Old License to another person or entity.
6. Ownership
The foregoing licence gives you limited licence to use the Software. EMANSIO Ltd and its suppliers retain all right, title and interest, including all copyright and intellectual property rights, in and to, the Software (as an independent work and as an underlying work serving as a basis for any application you may develop), and all copies thereof. All rights not specifically granted in this EULA, including UK and International Copyrights, are reserved by EMANSIO Ltd and its suppliers.
7. LIMITED WARRANTY AND DISCLAIMER
The software is provided "as is", without warranty of any kind, express or implied, including but not limited to the warranties of merchantability or fitness for a particular purpose.
(a) EMANSIO LTD DOES NOT WARRANT THAT THE SOFTWARE IS ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION. NO RIGHTS OR REMEDIES REFERRED TO IN ARTICLE 2A OF THE UCC WILL BE CONFERRED ON YOU UNLESS EXPRESSLY GRANTED HEREIN. THE SOFTWARE IS NOT DESIGNED, INTENDED OR LICENSED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE CONTROLS, INCLUDING WITHOUT LIMITATION, THE DESIGN, CONSTRUCTION, MAINTENANCE OR OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, AND LIFE SUPPORT OR WEAPONS SYSTEMS. EMANSIO LTD SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR SUCH PURPOSES.
(b) IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SOFTWARE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO thirty (30) DAYS FROM THE DATE OF DELIVERY.
(c) NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY EMANSIO LTD, ITS DEALERS, DISTRIBUTORS, AGENTS OR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY PROVIDED HEREIN.
9. LIMITATION OF LIABILITY
(a) NEITHER EMANSIO LTD NOR ITS SUPPLIERS SHALL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR THE INABILITY TO USE EQUIPMENT OR ACCESS DATA, LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION OR THE LIKE), ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SOFTWARE AND BASED ON ANY THEORY OF LIABILITY INCLUDING BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF EMANSIO LTD OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
(b) EMANSIO LTD'S TOTAL LIABILITY TO YOU FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER WILL BE LIMITED TO THE GREATER OF € 300 OR THE AMOUNT PAID BY YOU FOR THE SOFTWARE THAT CAUSED SUCH DAMAGE.
(c) THE FOREGOING LIMITATIONS ON LIABILITY ARE INTENDED TO APPLY TO THE WARRANTIES AND DISCLAIMERS ABOVE AND ALL OTHER ASPECTS OF THIS EULA.
10. Basis of Bargain
The Limited Warranty and Disclaimer, Exclusive Remedies and Limited Liability set forth above are fundamental elements of the basis of the agreement between EMANSIO Ltd and you. EMANSIO Ltd would not be able to provide the Software on an economic basis without such limitations. Such Limited Warranty and Disclaimer, Exclusive Remedies and Limited Liability inure to the benefit of EMANSIO Ltd's licensors.
12. Consumer End Users Only
The limitations or exclusions of warranties and liability contained in this EULA do not affect or prejudice the statutory rights of a consumer, i.e., a person acquiring goods otherwise than in the course of a business.
The limitations or exclusions of warranties, remedies or liability contained in this EULA shall apply to you only to the extent such limitations or exclusions are permitted under the laws of the jurisdiction where you are located.
14. General
This EULA shall be governed by the laws of the England and Wales, without giving effect to principles of conflict of laws. Arbitration of a dispute arising as a result from this agreement should be finally and for all settled by a English court of law, governed by English law. In each case this EULA shall be construed and enforced without regard to the United Nations Convention on the International Sale of Goods.
This EULA contains the complete agreement between the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements or understandings, whether oral or written. You agree that any varying or additional terms contained in any purchase order or other written notification or document issued by you in relation to the Software licensed hereunder shall be of no effect. The failure or delay of EMANSIO Ltd to exercise any of its rights under this EULA or upon any breach of this EULA shall not be deemed a waiver of those rights or of the breach.
No EMANSIO Ltd dealer, agent or employee is authorized to make any amendment to this EULA unless such amendment is in writing and signed by a duly authorized representative of EMANSIO Ltd.
If any provision of this EULA shall be held by a court of competent jurisdiction to be contrary to law, that provision will be enforced to the maximum extent permissible and the remaining provisions of this EULA will remain in full force and effect.
All questions concerning this EULA shall be directed to: EMANSIO Ltd, 30 BasePoint Business Centre, Metcalf Way, RH117XX Crawley, West Sussex, United Kingdom, Attention: General Counsel.
Trademarks, trade names, product names and logos may be the trademarks or registered trademarks of their respective owners. You may not remove or alter any trademark, trade names, product names, logo, copyright or other proprietary notices, legends, symbols or labels in the Software. This EULA does not authorize you to use EMANSIO Ltd's or its licensors' names or any of their respective trademarks.
