Exterity Software End User Licence Agreement
THE END USER LICENCE AGREEMENT (EULA) IS A LEGALLY BINDING AGREEMENT BETWEEN YOU AND THE LICENSOR, EXTERITY LTD (“EXTERITY”), A COMPANY INCORPORATED IN SCOTLAND (REGISTERED NUMBER SC255313) AND HAVING ITS REGISTERED OFFICE AT ST DAVIDS HOUSE, ST DAVIDS DRIVE, DALGETY BAY, FIFE, KY11 9NB.
“YOU”, “YOUR”, “LICENSEE” AND “END USER” MEANS THE INDIVIDUAL OR LEGAL ENTITY LICENSING THE SOFTWARE UNDER THIS EULA. “USE” OR “USING” MEANS TO DOWNLOAD, INSTALL, ACCESS, LOAD, EXECUTE, STORE, TRANSMIT, DISPLAY OR OTHERWISE USE THE SOFTWARE FOR YOUR LEGITIMATE BUSINESS PURPOSE. THE “SOFTWARE” MEANS THE ACCOMPANYING SOFTWARE CREATED BY EXTERITY LTD INCLUDING (IF APPLICABLE) ELECTRONIC DOCUMENTATION AND ASSOCIATED MATERIAL MADE AVAILABLE TO YOU BY AN APPROVED SOURCE AND LICENSED TO YOU BY EXTERITY. “APPROVED SOURCE” MEANS (I) EXTERITY OR (II) THE EXTERITY AUTHORIZED RESELLER, CHANNEL PARTNER OR DISTRIBUTOR FROM WHOM YOU ACQUIRED THE SOFTWARE. “CHANNEL PARTNER” MEANS AN ENTITY THAT EXTERITY HAS AUTHORIZED AS A “DISTRIBUTOR” OR “RESELLER” OF THE SOFTWARE.
THE SOFTWARE IS LICENSED TO YOU UNDER THE TERMS AND CONDITIONS OF THIS AGREEMENT. BEFORE YOU USE THE SOFTWARE, CAREFULLY READ THE TERMS AND CONDITIONS OF THE EULA. BY ALLOWING YOU TO DOWNLOAD THE SOFTWARE YOU ARE CONSENTING TO BE BOUND BY THE TERMS OF THE LICENSE AGREEMENT AND BECOME THE LICENSEE.
1. Acceptance of Terms
1.1 By Using the Software, You agree to be bound by the terms of the EULA. If you are an individual accepting these terms on behalf of an entity, you represent that you have the legal authority to enter into this agreement on that entity’s behalf. If you specify an entity, or you use an email address provided by an entity you are affiliated with (such as an employer) in connection with this agreement, that entity will be treated as the Licensee for purposes of this agreement.
2.1 Exterity grants you a non-exclusive, non-transferable Licence for the Software.
2.2 This Licence permits you to Use the Software on a single computer system or server for access over a network (the “System”) upon the terms and subject to the conditions contained in this Licence.
3.1 Exterity and its Approved Source retain all right, title and interest, including all copyright and intellectual property rights, in and to the Software, and all copies, improvements, enhancements, derivative works and modifications thereof.
3.2 Your rights to Use the Software are limited to those expressly granted by this EULA. No other rights with respect to the Software or any related intellectual property rights are granted or implied. All rights not specifically granted in this Licence, including International Copyrights, are reserved by Exterity and its Approved Source.
4.1 You acknowledge and agree that the Software was developed at considerable time by and expense to Exterity and is confidential to and a trade secret of Exterity and/or third parties. You agree to maintain the Software in strict confidence and not to disclose or provide access thereto to any person not party to this Licence Agreement.
5. Licence Restrictions
Upon accepting this Licence you agree:
5.1 to use no more than one (1) copy of the Software which may be made for back-up provided it contains the same copyright information as the original;
5.2 to supervise and control Use of the Software in accordance with this Licence;
5.3 to ensure that your employees, agents and other parties who will use the Software are notified of this Licence and the terms of this Licence prior to such party using the same; and
5.4 within 14 days after the date of termination or discontinuance of this Licence for any reason, to destroy or erase all copies of the Software.
6. Licence Limitations
Unless with the express permission of Exterity, upon accepting this Licence you will not and will not allow a third party to:
6.1 make or distribute copies of the Software, subject to Clause 5.1 above;
6.2 use the software to enable decoding functionality as part of a third-party product, unless that product has as its sole purpose the display of television or similar function, for example a Digital Signage product.
6.3 sell, loan, lease, rent, redistribute, sublease or sub-license the Software;
6.4 alter, merge, modify, adapt or translate the Software, or create derivative works of the Software or Documentation;
6.5 reverse engineer, decompile, decrypt, disassemble or otherwise reduce the Software to a human-perceivable form; or
6.6 remove, modify, or conceal any product identification, copyright, proprietary, intellectual property notices or other marks on or within the Software.
7. Limitations and Exclusions of Warranty
7.1 Limited warranty: We warrant for twelve (12) months from the date you first use the Software that it will perform substantially as described at the point of purchase. If Software fails to meet this warranty we will, at our option and as your exclusive remedy, either (1) return the price paid for the Software or (2) repair or replace the Software.
7.2 Limited warranty exclusions: this limited warranty is subject to the following limitations:
(i) any implied warranties, guarantees or conditions not able to be disclaimed as a matter of law will last twelve (12) months from the start of the limited warranty;
(ii) this limited warranty does not cover problems caused by accident, abuse or use of the Products in a manner inconsistent with this agreement or our published documentation or guidance, or resulting from events beyond our reasonable control;
(iii) this limited warranty does not apply to problems caused by a failure to meet minimum system requirements.
7.3 DISCLAIMER: other than this warranty, we provide no warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability or fitness for a particular purpose. These disclaimers will apply except to the extent applicable law does not permit them.
8. Limitations and Exclusions of Liability
8.1 Limitation: the aggregate liability of each party for all claims whether based on warranty, contract, tort (including negligence), or otherwise, under this agreement is limited to direct damages and shall not exceed the license fees paid by You to any Approved Source for the Software that gave rise to the claim.
8.2 EXCLUSION: neither party will be liable for loss of revenue or indirect, special, incidental, consequential, punitive, or exemplary damages, or damages for lost profits, revenues, business interruption, or loss of business information, even if the party knew they were possible or reasonably foreseeable.
8.3 Exceptions to limitations: the limits of liability in this Section apply to the fullest extent permitted by applicable law, but do not apply to: Your obligations under Sections 1-6 of this agreement.
8.4 The limitations or exclusions of warranties and liability contained in this Licence 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).
9. Third Party Software 9.1 The Software may contain third party software which requires notices and/or additional terms and conditions. Such required third party software notices and/or additional terms and conditions where applicable are located at https://www.exterity.com/support/downloads/miscellaneous and are made a part of and incorporated by reference into this Licence.
9.2 This software uses libraries under the LGPL.
10. Termination of Licence Agreement 10.1 The Licence Agreement is effective until terminated by You. You may terminate this Licence Agreement at any time by destroying or erasing your copy of the Software.
10.2 Your Licence will terminate automatically if you fail to comply with the restrictions and/or any other provisions specified herein. Where the End User is found to have breached any terms of in the Licence Agreement, Exterity will allow you 28 days to rectify the breach, failing that it may terminate the license forthwith upon written notice to you, and if you are notified of such termination you must destroy all copies of the Software as per Clause 5.4 above.
10.3 In the event of termination, all other provisions of this Licence Agreement will survive.
11.1 This Licence shall be construed in accordance with English law and the parties hereby submit to the exclusive jurisdiction of the English courts.
11.2 This agreement does not create an agency, partnership, or joint venture.
11.3 The failure or delay of Exterity to exercise any of its rights under this Licence or upon any breach of this Licence shall not be deemed a waiver of those rights.
11.4 If any provision of this Licence Agreement is unenforceable, invalid, or violates applicable law, such provision shall be deemed stricken and shall not affect the enforceability of any other provision of this Licence Agreement.
11.5 No Approved Source is authorized to make any amendment to this Licence.
12.1 If any dispute arises in connection with this agreement, the parties will attempt to settle it by mediation in good faith in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure and the mediation will start, unless otherwise agreed between the parties, within 28 days of one party issuing a request to mediate to the other. Unless otherwise agreed between the parties, the mediator will be nominated by CEDR.
12.2 The mediation will take place in London and the language of the mediation will be English. The Mediation Agreement shall be governed by, and construed and take effect in accordance with, the substantive law of England and Wales.
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