© PREVENTON TECHNOLOGIES LIMITED 2001, 2002, 2003, 2004, 2005, 2006, 2007, 2008, 2009,2010,2011. PATENT PENDING.
IMPORTANT: READ THIS DOCUMENT CAREFULLY BEFORE USING THE "PREVENTON" SOFTWARE PRODUCT!
THIS END USER LICENCE AGREEMENT ("AGREEMENT") IS A LEGAL AGREEMENT BETWEEN YOU AND PREVENTON TECHNOLOGIES LIMITED ("PTL") FOR THE EVALUATION AND/OR USE OF THE "PREVENTON" COMPUTER SOFTWARE (INCLUDING ANY UPDATES WHICH MAY BE ISSUED BY PTL IN PTL 'S SOLE DISCRETION FROM TIME TO TIME) AND PTL USER DOCUMENTATION AND OTHER DOCUMENTATION OR PRINTED MATERIAL WHETHER PROVIDED TO YOU ON PHYSICAL MEDIA (CD-ROM OR DISKETTE) OR RECEIVED BY YOU VIA ANY FORM OF ELECTRONIC DISTRIBUTION (TOGETHER REFERRED TO AS THE "SOFTWARE").
BY EITHER (A) ENTERING YOUR NAME AND CLICKING ON THE "YES" BUTTON ON INSTALLATION OF THE SOFTWARE AND/OR (B) INSTALLING, COPYING OR OTHERWISE USING THE SOFTWARE YOU ACCEPT THIS AGREEMENT IN ITS ENTIRETY. IF YOU DO NOT AGREE WITH ANY OF THE TERMS OF THIS AGREEMENT, CLICK ON THE "NO" BUTTON AND/OR DO NOT CONTINUE TO DOWNLOAD, INSTALL, COPY OR OTHERWISE USE THE SOFTWARE AND RETURN UNDAMAGED ITS PACKAGING AND ANY MEDIA ON WHICH THE SOFTWARE WAS SUPPLIED TO YOU TOGETHER WITH PROOF OF PURCHASE TO US OR YOUR DISTRIBUTOR AT THE CONTACT ADDRESS INDICATED BELOW FOR A REFUND OF ANY LICENCE FEE PAID. IF YOU ARE ACCEPTING THIS LICENSE ON BEHALF OF A CORPORATE LICENSEE YOU REPRESENT THAT YOU ARE AUTHORISED TO DO SO. IF YOU ARE NOT SO AUTHORISED, NOR DEEMED IN LAW TO HAVE SUCH AUTHORITY, YOU ASSUME SOLE PERSONAL LIABILITY FOR THE OBLIGATIONS SET OUT IN THIS AGREEMENT.
PTL is the owner of and retains the copyright and all other intellectual property rights in the Software and any copies of the Software that you are entitled to make in accordance with the terms of this Agreement. All applicable laws including copyright and other intellectual property laws of various jurisdictions, as well as international treaties, protect the Software. Your use of the Software does not give you ownership of any intellectual property rights in the Software. The Software represents the confidential information of PTL that you agree to keep strictly confidential. You must not remove any confidential or proprietary notices on, or comprised in, the Software. The Software is licensed not sold. Your use of the Software is subject always to the terms of this Agreement.
PTL grants you a non-exclusive, non-transferable license to use the Software in accordance with any user documentation supplied with it. You may only load or install or use the Software on a single workstation under your direct control unless you have purchased a server version(s) of the Software. If you have purchased a server version(s) of the Software you may install the Software on the number of servers under your direct control for which you have purchased licences. Any copy of the Software is subject to the terms of this Agreement.
You may not:
load the Software into two or more computers at the same time and if you want to transfer the Software from one computer to another you must erase the Software from the first computer before you install it onto a second computer;
install or load or use the Software onto a server or other networked device or take other steps to make the Software available via any form of "bulletin board", on-line service, remote dial-in or network to any other person unless you have purchased a server version(s) of the Software;
run the Software on more workstation(s) and/or server(s) than you have purchased licences for;
sub-license, assign, rent, lease or transfer your licence of the Software or make or distribute copies of the Software;
translate, reverse engineer, de-compile, disassemble, modify, create derivative works based on, or otherwise modify the Software except as permitted by law;
make copies of the Software except as permitted under this Agreement or by applicable law. You may make one copy of the Software for backup purposes only;
use the Software in breach of any applicable law or regulation, whether that law or regulation originates in the UK, any other jurisdiction or internationally; or
use any back-up copy of the Software (or allow anyone else to use such back-up copies) for any purpose other than to replace the original copy in the event that such original copy is destroyed or becomes defective.
If you have obtained the Software under PTL's evaluation programme you have either 30 individual uses of the Software or a period of 30 days from the date you downloaded or installed the Software (whichever is the earlier) to evaluate the Software ("Evaluation Use"). Evaluation Use is subject to all the terms and conditions of this Agreement. The Software contains functionality that will automatically stop you from using the Software after Evaluation Use has expired and you agree that PTL can disable the Software in this way without further warning at the end of Evaluation Use. If you want to continuing using the Software after Evaluation Use you must contact PTL at Baylis House, Stoke Poges Lane, Slough SL1 3PB, UK for further information.
You agree that you will not use the Software for the purposes of sending or transmitting any data or other material (a) in a manner that constitutes a violation or infringement of the rights of any third party (including but not limited to intellectual property rights) or (b) that has harmful or destructive or damaging properties or (c) which is likely to cause harm or damage to the computer systems, network or equipment of any third party. You agree to indemnify PTL against all and any losses, costs, claims, liabilities, expenses or damages arising out of your breach of this paragraph.
You are responsible for obtaining and maintaining at your own expense all computer hardware, software and communication equipment necessary to access and/or use the Software.
If you are a resident of the European Union and have not purchased the Software in the course of a business you may cancel this Agreement and obtain a full refund of the price you paid for the Software provided that (i) you notify PTL of your intention to claim a refund within 7 days of the date on which purchased the Software and (ii) you supply a dated proof of purchase of the Software and (iii) you have not damaged the package containing the Software and have not downloaded, installed, copied or otherwise used the Software. On receipt of your refund you must immediately return the Software and the restrictions in this Agreement in relation to the Software continues in effect until you have returned the Software to PTL.
PTL warrants for a period of 60 days from the date of distribution of the Software to you ("the Warranty Period") that:
the media on which the Software is supplied to you is free from defects in materials and workmanship under normal use; and
the Software will materially conform to the PTL user documentation that is supplied with the Software.
Your sole and exclusive remedy for any breach of these warranties is to obtain (at your option) either a replacement copy of the Software free of charge or a refund of the price you paid for the Software provided that you first return the defective media and/or Software to the Distributor from who you obtained the Software or to PTL at the Contact Details indicated below during the Warranty Period together with (i) a dated proof of purchase of the Software and (ii) evidence of the problem causing the breach of these warranties. Any replacement Software or media is subject to the above warranties for either (i) a period of 30 days from receipt of the replacement Software by you or (ii) the remainder of the original 60-day period (whichever is the longer). This limited warranty gives you specific legal rights. Outside of the United Kingdom, you may also have other rights, which will vary depending on where you purchased the Software.
THE SOFTWARE AND MEDIA ARE PROVIDED "AS IS" WITHOUT ANY WARRANTY OTHER THAN THOSE EXPRESSLY SET OUT IN THIS AGREEMENT. PTL EXCLUDES ALL OTHER WARRANTIES, TO THE MAXIMUM EXTENT PERMITTED BY, AND ENFORCEABLE UNDER, APPLICABLE LAW INCLUDING, (WITHOUT LIMITATION), ANY WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTY THAT THE SOFTWARE WILL BE NON-INFRINGING OR MEET YOUR SPECIFIC REQUIREMENTS OR THAT ITS OPERATION WILL BE UNINTERRUPTED OR ERROR FREE. YOUR STATUTORY RIGHTS AS A CONSUMER (IE; A PURCHASER FOR PRIVATE AS OPPOSED TO BUSINESS, GOVERNMENTAL OR ACADEMIC USE) ARE NOT AFFECTED.
PTL'S LIABILITY TO YOU FOR ANY DAMAGE OR LOSSES ARISING FROM YOUR USE OF THE SOFTWARE WILL NOT EXCEED THE AMOUNT YOU ORIGINALLY PAID FOR THE SOFTWARE. PTL ACCEPTS NO LIABILITY FOR ANY LOSS OF OR DAMAGE TO DATA OR, SOFTWARE OR OTHER COMPUTER EQUIPMENT, LOSS OF PROFIT, LOSS OF SAVINGS, BUSINESS OR REVENUE OR LOSS OF USE HOWEVER ARISING. PTL ACCEPTS NO LIABILITY TO YOU FOR ANY FORM OF INDIRECT OR CONSEQUENTIAL LOSS EVEN IF PTL HAS BEEN ADVISED OF THE POSSIBILITY OF YOU INCURRING SUCH LOSS. PTL ACCEPT NO LIABILITY TO YOU FOR ANY LOSS THAT IS CAUSED BY EVENTS BEYOND PTL 'S REASONABLE CONTROL. NOTHING IN THIS AGREEMENT LIMITS PTL 'S LIABILITY TO YOU FOR DAMAGES RELATING TO DEATH OR PERSONAL INJURY CAUSED BY PTL 'S NEGLIGENCE. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS AND EXCLUSIONS SUCH AS THOSE ABOVE; IF YOU HAVE PURCHASED THE SOFTWARE IN SUCH A JURISDICTION, THEN THE ABOVE LIMITATION AND EXCLUSIONS WILL ONLY APPLY TO THE EXTENT THEY ARE PERMITTED UNDER THAT JURISDICTION.
IF YOU PURCHASED THE SOFTWARE IN GERMANY: NOTHING IN THIS AGREEMENT LIMITS PTL'S LIABILITY, IF DAMAGES RELATING TO PERSONAL INJURIES OR DEATH ARE CAUSED BY PTL'S NEGLIGENCE. IF DAMAGES OR LOSSES ARE CAUSED BY GROSS NEGLIGENCE OR INTENT OF PTL OR ITS EMPLOYEES, PTL'S LIABILITY IS UNLIMITED AS WELL. IN CASES OF SIMPLE NEGLIGENCE, PTL'S LIABILITY FOR INDIRECT, INCIDENTAL AND CONSEQUENTIAL DAMAGES IS EXCLUDED. FURTHERMORE, IN CASES OF SIMPLE NEGLIGENCE, PTL'S LIABILITY IS LIMITED TO COMPENSATION OF DAMAGES WHICH ARE TYPICAL WITH RESPECT TO THIS AGREEMENT AND ITS CONTENT AND COULD HAVE BEEN FORESEEN. PTL'S LIABILITY WITH RESPECT TO ANY DAMAGES OR LOSSES ARISING FROM THE USE OF THE SOFTWARE WILL NOT EXCEED EURO 100,000 IF SUCH DAMAGES OR LOSSES ARE CAUSED BY SIMPLE NEGLIGENCE OF PTL.
This Agreement and your rights to use and/or possess the Software automatically terminates if (a) you have breached any of its terms and failed to correct your breach within a reasonable time or (b) you destroy the copies of the Software in your possession or (c) you voluntarily return the Software to us or (d) the Evaluation Period ends. On termination of this Agreement you must destroy or delete all copies of the Software and any documentation supplied with it from all computers and/or storage media under your possession, custody, power or control. On termination you may retain the media (if any) on which the Software was first supplied to you provided that the Software is erased.
You may not transfer your rights under this Agreement without the prior written approval of PTL. You hereby agree that PTL may assign any of PTL's rights and/or novate or otherwise transfer any of PTL's obligations under this Agreement. PTL does not waive any of its rights under this Agreement by delaying to exercise such rights or by exercising only a part of them at any time. If a court of competent jurisdiction rules that a provision of this Agreement is unenforceable, PTL shall amend that provision in such reasonable manner as achieves the intention of the parties without illegality or (at PTL's discretion) such provision may be severed from this Agreement and the remaining provisions of this Agreement shall remain in full force and effect. You acknowledge and agree that any violation by you of the provisions of this Agreement would cause PTL irreparable harm for which PTL would have no adequate remedy at law; and that, in addition to other remedies which may be available to PTL under this Agreement, PTL will be entitled to seek injunctive relief against any such violation.
IF YOU PURCHASED THE SOFTWARE IN THE UNITED STATES: This Agreement and all matters arising from it are governed by and construed in accordance with the law of the State of New York. You agree that all dPartnerutes arising out of, or relating to, this Agreement shall be brought and maintained exclusively in the state or federal courts located within the County of New York, in the State of New York, and you consent to exclusive jurisdiction and venue in such courts. IF YOU PURCHASED THE SOFTWARE IN SWITZERLAND: This Agreement and all matters arising from it are governed by and construed in accordance with the law of Switzerland. The courts of Switzerland shall have exclusive jurisdiction over all dPartnerutes arising out of, or in connection with, this Agreement. IF YOU PURCHASED THE SOFTWARE OTHER THAN IN THE UNITED STATES AND SWITZERLAND: This Agreement and all matters arising from it are governed by and construed in accordance with English law. The courts of England and Wales shall have exclusive jurisdiction over all dPartnerutes arising out of, or in connection with, this Agreement.
This Agreement is expressly made subject to any regulations, orders, or other restrictions on the export from the UK/EU/USA or any other relevant territory of the Software or information about the Software that may be imposed from time to time by the relevant authorities. You agree that you will not (directly or indirectly) export or re-export the Software without first obtaining all such consents, permissions or authorisations that may be required under any applicable export control laws and the prior written consent of PTL . The Software must not be used, wholly or in part, in connection with the development, identification or dissemination of chemical, biological or nuclear weapons or the development, production, maintenance or storage of missiles capable of delivering such weapons. You agree to indemnify PTL against all and any losses, costs, claims, liabilities, expenses or damages arising out of your breach of this paragraph.
The Software is provided by PTL. PTL is a UK limited company with registration number 3980753 with registered offices at Lanmor House, 370/386 High Road, Wembley, Middlesex HA9 6AX, UK. VAT Registration Number 770 3994 03. If you have any questions or problems relating to the Software or this Agreement (including refunds or replacements or complaints) then please contact the PTL Distributor from who you obtained the Software and if they are unable to resolve your query please contact PTL. Contact details for all of PTL's Distributors are available on the PTL web site at www.preventon.com. If you need to contact PTL then you can do so at Baylis House, Stoke Poges Lane, Slough SL1 3PB, UK.
The failure of either party at any time to enforce any provision of this Agreement shall in no way affects its rights thereafter to require complete performance by the other party, nor shall the waiver of any breach of any provision be taken or held to be a waiver of the provision itself. Any waiver to be effective must be in writing.
This Agreement constitutes the entire agreement between PTL and you as to the subject matter hereof and supersedes all previous communications, representations and arrangements, either written or oral, and you hereby acknowledge that no reliance is placed on any representation made but not embodied in this Agreement.
Third Party Rights
The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement. No person who is not a party to this Agreement (including any employee, officer, agent, representative or subcontractor of either party) shall have the right (whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise) to enforce any term of this Agreement which expressly or by implication confers a benefit on that person without the express prior agreement in writing of the parties which agreement must refer to this clause.