Terms and Conditions
- LICENCE AGREEMENT
- This document is a legally binding Licence Agreement (the "Agreement") made between "the Licensee" and the "Manufacturer"
- By purchasing or otherwise using this "Product", including computer source code, computer software, associated media, any printed materials, and any "online" or electronic documentation the Licensee agrees to be bound by the terms of this Agreement
- GENERAL TERMS
- Definitions: The following expressions shall have the following meanings:
- "Manufacturer" - "JPA Consulting"
- "JPA Consulting" - JPA Consulting Limited, UK
- "Licensee" - the person, firm or company that has placed an Order
- "Product" - JPA-SCPI Parser provided by JPA Consulting, including software in which JPA Consulting has sub-licensing rights, in executable, machine readable, object, printed or interpreted form, including any documentation, modifications, improvements, or updates supplied to the Licensee under any Order
- "Licence Term" - duration of Agreement subject always to Clause 6 hereof
- "Proprietary Information" - all intellectual property rights including but not limited thereto all copyrights, design rights (registered and unregistered), patents, trademarks, designs, formula, code and other similar data relating to the Product
- "Order" - any purchase order issued by the Licensee for the Product from JPA Consulting
- "Quotation" - any quotation for the supply of the Product issued by JPA Consulting
- "Site" - the location for which the Product may be used identified in the Order
- "Computer Program" - any form of set of instructions that is able to run on any form of microprocessor, including a micro-controller within a piece of electronic equipment or any form of personal computer
- "Specification" - the written specification of the Product maintained during development and contained in documentation
- "Support Agreement" - the Software Maintenance and Technical Support facility provided by JPA Consulting
- Incorporation of Terms: These Terms shall apply to the Product(s) supplied by JPA Consulting under any Order placed by the Licensee
- In the event of any ambiguity to any provision of this Agreement or ruling by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect
- Definitions: The following expressions shall have the following meanings:
- GRANT OF LICENSE
- The Manufacturer hereby grants, and Licensee hereby accepts, subject to the terms and conditions of this Agreement a non-exclusive, non-transferable and non-assignable license to use the Product
- The Product is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties
- The Product is licensed, not sold - any rights not explicitly granted under this Agreement are hereby reserved
- The Licensee may not resell, rent, lease, or distribute any part of the Product, except the source code component of the Product, and only then as a compiled component of a Computer Program
- The Licensee may only incorporate the Product into applications and equipment produced or manufactured by Licensee's organisation and sold under the Licensee's organisation name
- The Licensee is entitled to make sufficient copies of the Product or parts of the Product for use by the software developers of Licensee's organisation, subject to the terms and conditions of this Agreement
- If the Licensee acting as consultant wishes to use the Product in development of applications or equipment for more than one organisation then the Licensee requires a multi-brand licence to provide the Product to those organisations
- Any source code component of the Product used as a compiled component of a Computer Program that is distributed or accessible outside the Licensee's organisation (including use from the Internet) must be protected to the extent that it cannot be easily extracted or decompiled
- The application the Licensee distributes shall not be a software development tool intended for distribution to other software developers or programmers
- The Licensee may not resell, rent, lease, or distribute products created from the Product in any form that could compete with the Manufacturer
- Failure to comply with and adhere to the terms and conditions of this Licence could subject the Licensee to legal action by JPA Consulting and/or the termination of this licence
- LEGAL JURISDICTION
- This contract is governed by the law of England & Wales
- The Licensee acknowledges having read this licence and having understood all its terms, to agree to respect them in whole
- COPYRIGHT
- The Manufacturer's Product including source code and all documentation in whatever physical form is copyrighted and contains proprietary information
- The Licensee shall not distribute or reveal any parts of the Product to anyone other than the software developers of Licensee's organisation
- The Licensee could be legally responsible for any infringement of intellectual property rights that caused or encouraged by Licensee's failure to abide by the terms of this Agreement
- The Manufacturer reserves all rights not specifically granted to the Licensee
- MODIFICATIONS
- Modifications: The Manufacturer will provide the Licensee with error corrections, bug fixes, patches, and or updates to the Product licensed hereunder to the extent available in accordance with the Manufacturer's release schedule for a period of one (1) year from the date of despatch
- Updates: If this copy of the Product is an upgrade from an earlier version of the Product, it is provided on a licence exchange basis
- The Licensee agrees by installation and use of this copy of the Product to:
- voluntarily terminate any earlier end-user licence, and
- not continue to use the earlier version of the Product nor transfer it to another
- The Licensee agrees by installation and use of this copy of the Product to:
- Title: All such error corrections, bug fixes, patches, updates, or other modifications shall remain the sole property of the Manufacturer
- LICENCE TERM
- This Agreement provides a long term licence of 25 years unless a quotation has specifically stated a shorter period and such shorter period has been specifically ordered by the Licensee
- WARRANTY & RISKS
- Although the Manufacturer has thoroughly tested the Product and reviewed the documentation, the Manufacturer cannot guarantee that the Product will suit the Licensees' needs, nor that it will function correctly in every hardware or software environment, nor that its operation will be uninterrupted or infallible
- Efforts have been made to assure that all parts of the Product, including the source code, are correct, reliable, and technically accurate, however the Product is licensed to the Licensee as is and without warranties as to performance of merchantability, fitness for a particular purpose or use, or any other warranties whether expressed or implied. Licensee's organisation and all users of the Product assume all risks when using it
- The Manufacturer, distributors, and resellers of the Product shall not be liable for any consequential, incidental, punitive or special damages arising out of the use of or inability to use the Product or the provision of or failure to provide support services, even if advised of the possibility of such damages
- In any case, the entire liability under any provision of this agreement shall be limited to the amount actually paid by the Licensee for the Product
- Should the Licensee discover a material defect on the media upon which the Product is furnished (not applicable if the program is downloaded from a server or if copied from other media) within ninety (90) days following the date of purchase, the media will be replaced free of charge
- Except insofar as it has been stated in paragraph one (above), the Manufacturer grants no guarantee and acknowledges no express or tacit guarantee regarding the Product, its quality, its description, its retail value, or its appropriateness for any specific function
- In no case will the Manufacturer assume any responsibility for any direct or indirect damages, losses, loss of revenues, or for any loss of recorded data concerning the use or the unsuitability of the Product
- No distributor, dealer, agent, or intermediary is authorised to modify or otherwise amend this declaration of guarantee and of limited liability
- HIGH RISK ACTIVITIES
- The Product is not fault-tolerant and is not designed, or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, in which the failure of the Product could lead directly to death, personal injury, or severe physical or environmental damage ("High Risk Activities")
- "High Risk Activities" could include but are not limited exclusively to the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems
- The Manufacturer and its suppliers specifically disclaim any express or implied warranty of fitness for High Risk Activities
- CONFIDENTIALITY
- Acknowledgement: The Licensee hereby acknowledges and agrees that the Product, including source code and documentation in whatever physical form constitutes and contains valuable proprietary products and trade secrets of the Manufacturer and/or its suppliers, embodying substantial creative efforts and confidential information, ideas, and expressions. Accordingly, Licensee agrees to treat (and take precautions to ensure that its employees treat) all components of the Product as confidential in accordance with the confidentiality requirements and conditions set forth below:
- Each party agrees to keep confidential all confidential information disclosed to it by the other party in accordance herewith
- Each party agrees to protect the confidentiality thereof in the same manner it protects the confidentiality of similar information and data of its own (at all times exercising at least a reasonable degree of care in the protection of confidential information)
- Provided, however, that neither party shall have any such obligation with respect to use of disclosure to others not parties to this Agreement of such confidential information as can be established to have:
- Been known publicly
- Been known generally in the industry before communication by the disclosing party to the recipient
- Become know publicly, without fault on the part of the recipient, subsequent to disclosure by the disclosing party
- Been known otherwise by the recipient before communication by the disclosing party; or
- Been received by the recipient without any obligation of confidentiality from a source (other than the disclosing party) lawfully having possession of such information
- Injunctive Relief: The Licensee acknowledges that the unauthorised use, transfer, or disclosure of any part of the Product or copies thereof will:
- Diminish substantially the value to the Manufacturer of the trade secrets and other proprietary interests that are the subject of this Agreement
- Render the Manufacturer's remedy at law for such unauthorised use, disclosure, or transfer inadequate; and
- Cause irreparable injury in a short time period
- Survival: Licensee's obligations under this Article will survive the termination of this Agreement or of any licence granted under this Agreement for whatever reason
- Acknowledgement: The Licensee hereby acknowledges and agrees that the Product, including source code and documentation in whatever physical form constitutes and contains valuable proprietary products and trade secrets of the Manufacturer and/or its suppliers, embodying substantial creative efforts and confidential information, ideas, and expressions. Accordingly, Licensee agrees to treat (and take precautions to ensure that its employees treat) all components of the Product as confidential in accordance with the confidentiality requirements and conditions set forth below:
- TERMINATION
- Without prejudice to any other rights, JPA Consulting may terminate this agreement if the Licensee fails to comply with its terms and conditions
- In any such event the Licensee must permanently uninstall all copies of the Product