EVALUATION LICENCE FOR USE OF DUNEFRONT SOFTWARE
PLEASE READ CAREFULLY BEFORE USING THIS SOFTWARE PROGRAM:
BY CLICKING ON THE "ACCEPT" BUTTON BELOW TO ACCESS AND DOWNLOAD THE SOFTWARE PROGRAM YOU (“YOU”, “LICENSEE”) AGREE TO THE FOLLOWING TERMS FROM DUNEFRONT LIMITED, (COMPANY REGISTRATION NUMBER 8193680) AND WHOSE REGISTERED OFFICE IS LOCATED AT 43 PALACE MANSIONS, EARSBY STREET, LONDON W14 8QW (“WE”, “LICENSOR”) WHICH WILL BIND YOU PERSONALLY. THIS LICENCE IS AGREED ON THE BASIS THAT THE PROGRAM WILL BE FOR YOUR OWN PERSONAL USE AND THE TERMS OF THIS LICENCE INCLUDE, IN PARTICULAR, LIMITATIONS ON LIABILITY IN CLAUSE 6.
IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENCE, WE WILL NOT LICENSE THE PROGRAM AND DOCUMENTATION TO YOU AND YOU MUST REFRAIN FROM USING THE PROGRAM NOW BY CLICKING ON THE "CANCEL" BUTTON BELOW. IN THIS CASE THE PROGRAM WILL TERMINATE.
LICENSOR LICENCES THE PROGRAM AND DOCUMENTATION TO YOU. WE REMAIN THE OWNERS OF THE PROGRAM AND DOCUMENTATION AT ALL TIMES.
“Activation File” means the software activation file sent by the Licensor to the Licensee and required by the Licensee in order to Use the Program;
“Documentation” means any help files and/or written instructions provided by the Licensor regarding the Use of the Program;
“Effective Date” means the date on which the Licensor sends the Activation File to the Licensee;
“Evaluation Period” means the thirty (30) days beginning from, and including, the Effective Date;
“Licence” means this evaluation licence agreement;
“Program” means the object code of the DuneFront software program;
“Use” means downloading, loading, utilising, operating, storing and displaying the Program in accordance with the restrictions set forth in this Licence
2. EVALUATION LICENCE
2.1 The Licence to Use the Program is subject to the Licensor’s provision of the Activation File. Licensor may refuse to provide the Activation File to the Licensee for any reason.
2.2 In consideration of you agreeing to abide by the terms set out below, Licensor hereby grants to you a non-exclusive, temporary, non-transferable, non sub-licensable licence to Use the Program and the Documentation during the Evaluation Period for the purpose described at clause 2.3 below.
2.3 This Licence is granted for the Licensee’s own personal use and for evaluation purposes only (the “Purpose”).
2.4 For the avoidance of doubt, this Licence is in respect of the Use of the Program and the Documentation by the Licensee only. No other person, firm or company may Use the Program. Upon expiration of the Evaluation Period, Licensee’s right to Use the Program and the Documentation will cease and the Licensee may only continue to Use the Program if the Licensee or Licensee’s employer enters into a full licence agreement with the Licensor.
3.1 You undertake that you will respect and preserve the confidentiality of the Program and Documentation for a period of ten (10) years after the date of disclosure. This means that you will not, without getting the Licensor’s prior written consent:
(a) make any part of the Documentation and Program available to any third party; or
(b) Use the Program or the Documentation for any purposes other than the Purpose; or
(c) make any kind of copy of any part of the Program or the Documentation unless strictly necessary to carry out the Purpose.
3.2 These obligations shall not apply to any part of the Program or Documentation which you can clearly demonstrate to us:
(a) has become public knowledge other than through you; or
(b) was already known to you before we disclosed it to you; or
(c) was received from a third party who did not owe us a duty of confidence in respect of it.
Except as expressly set out in this Licence or as permitted by any local law, you undertake:
(a) not to assign, transfer, rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Program or Documentation;
(b) not to make alterations to, or modifications of, the whole or any part of the Program, nor permit the Program or any part of it to be combined with, or become incorporated in, any other programs;
(c) not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Program nor attempt to do any such thing 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 Program with another software program, and provided that the information obtained by you during such activities:
is used only for the purpose of achieving inter-operability of the Program with another software programs; and
is not disclosed or communicated without our prior written consent to any third party; and
is not used to create any software which is substantially similar to the Program:
(d) subject to clause 3.1(c), above, to keep all copies of the Program secure and to maintain accurate and up-to-date records of the number and locations of all copies of the Program;
(e) to supervise and control Use of the Program and ensure that the Program is not used by any other person, entity or firm;
(f) to include the Licensor’s copyright or other proprietary right notice on all entire and partial copies you make of the Program on any medium; and
(g) not to provide or otherwise make available the Program in whole or in part (including but not limited to Program listings, object and source Program listings, object code and source code), in any form to any person without prior written consent from the Licensor.
5. PROPERTY RIGHTS
5.1 The Documentation is proprietary to the Licensor, and you acknowledge that no disclosure of the Program or Documentation by the Licensor gives you any intellectual property rights of any kind in relation to the Program or the Documentation. You also agree that Licensor will own any copies of all or any part of the Program and/or Documentation that you make during the Evaluation Period and you will label any copies in a tangible medium with a notice that they are the Licensor’s property.
5.2 In the event that you are notified by any third party that they claim rights in the Program or that the Program infringes any right of theirs, you will immediately notify the Licensor and, if the Licensor asks you to do so, will immediately stop using the Program.
6. EXCLUSION OF LIABILITY AND WARRANTIES
6.1 Subject to clause 6.2, you agree that it is reasonable that the Licensor shall have no liability under this Licence, whether arising in contract, tort (including negligence) or otherwise for, any direct, indirect, special, consequential or incidental damages or losses of any nature whatsoever, including loss of profits, loss of data, business interruption, loss of use, loss of contracts, and loss of goodwill, even if advised of the possibility of such damages or loss.
6.2 Nothing in this Licence shall be deemed to exclude, restrict or limit liability of either party (or their respective agents or sub-contractors) for death or personal injury resulting from their negligence or any liability for fraudulent misrepresentation.
6.3 Where your Use of the Software is at premises or on hardware other than your own, such as that of your employer or other third party, you acknowledge and agree that you shall at all times remain liable for such Use of the Software. Licensor shall not be liable for any losses, damages, claims, costs or expenses incurred by your employer or other third party arising through your Use of the Software. You shall remain responsible for checking and ensuring you have the all required consents from your employer or other third party to install and Use the Software on the employer’s or other third party’s hardware.
6.4 The Program and Documentation are provided to Licensee for evaluation purposes only. Licensee agrees that Licensor has provided no express or implied warranties, oral or written, to Licensee regarding the Program or Documentation and that they are provided “as is” without warranty of any kind. All warranties, representations, guarantees, conditions and terms, other than those expressly set out in this License, whether express or implied by statute, common law, trade usage or otherwise and whether written or oral, are hereby expressly excluded to the fullest extent permissible under applicable law. Additionally, Licensee hereby acknowledges and agrees that the Software contains restrictions and limitations which are consistent with evaluation software.
7.1 This Licence will commence on the Effective Date and will terminate automatically at the end of the Evaluation Period.
7.2 We may terminate this Licence immediately by written notice to you if you commit a material or persistent breach of this Licence that you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so.
7.3 Upon termination for any reason, or rejection of the terms of this Licence:
(a) all rights granted to you under this Licence shall cease;
(b) you must immediately cease all activities authorised by this Licence; and
(c) you must return to Licensor all complete or partial copies of the Program and the Documentation which we have provided to you and certify to the Licensor that you have destroyed all electronic copies of all or any part of the Program or Documentation that are on any of your computers. You must also give Licensor, or certify to Licensor that you have destroyed, all analyses, studies and other materials you have produced which relate to the Documentation, and any summaries (in whatever form) you have prepared of parts of the Documentation disclosed orally by Licensor. Licensor also retain the right at any time to ask you to do this.
This License constitutes the entire agreement between Licensor and Licensee in relation to the evaluation of the Program. This Licence is governed by and construed in accordance with English law and the parties hereby irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to resolve any and all disputes or claims, including any non-contractual dispute or claims, which may arise in connection with this License.