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Evaluation Software License
Divelements Limited (Company Number 5319932) whose registered office is situated at 1 Goldcroft, Yeovil, BA21 4DX (the "Licensor" which expression shall include its subsidiaries, agents, successors and assigns) is authorised to license the software shown as SandBar and as updated and developed from time to time (the "Software") and upon indicating you accept and downloading or installing the Software the Licensee accepts a non-exclusive, non-transferable License to "Use" (as hereinafter defined) the Software on any computer system (�the System�) for single use of one software developer upon the terms and subject to the conditions contained herein.
This License entitles the Licensee to:
(a) Download, install and Use the Software;
(b) Use the Software in accordance with the provisions of Clause 2 of this License
1. Acceptance of this License
The terms and conditions of this License are deemed to be accepted by the parties on the download or installation of the Software by the Licensee
2. Use of the Software
For the purposes of this License "Use" shall mean and include copying, transmitting or loading the Software into the System and accessing its functions from any software development environment for the single use of one software developer including accessing the application program interface provided by the component from any .NET development platform (and the expression �Used� and �User� shall be construed accordingly)
3. License Fee
There is no fee applicable for this license as it is an evaluation-only license. This license does not permit redistribution of any part of the Software.
4. Licensee's Undertakings
(a) The Licensee undertakes not to perform any of the acts referred to in this sub-clause (a) except and only to the extent permitted by the laws of England to the Licensee as a lawful user (i.e. a party with a right to use) of the Software and only then for the specific limited purpose stated in such applicable law or hereunder. The Licensee undertakes:
(i) not to copy the Software (other than for normal System operation and as specified in Clause 2 above) nor otherwise reproduce the same; and
(ii) not to translate, adapt, vary or modify the Software.
The Licensee undertakes:
(b) to maintain accurate and up-to-date records of the number and location of all copies of the Software.
(c) to supervise and control Use of the Software in accordance with the terms of this License.
(d) to ensure that its software developer who will use the Software is notified of this License and the terms hereof prior to such software developer using the same.
(e) not to reproduce and include the copyright notice of the Licensor or Owner or the name of the Licensor or Owner to endorse or promote products derived from using the Software without prior written consent from the Licensor or Owner as applicable.
(f) save as stated in clause 11(b) below, not to provide or otherwise make available the Software in whole or in part (including where applicable, but not limited to program listings, object code and source program listings, object code and source code), in any form to any person other than one software developer of the Licensee's employees or as specified in clause 4(d) above without prior written consent from the Licensor.
(g) within 5 days after the date of termination or discontinuance of this License for whatever reason, to destroy the Software and all updates, upgrades or copies, in whole and in part, in any form including partial copies or modifications of the Software received from the Licensor or made in connection with this License, and all documentation relating thereto.
(h) not to compete with the Licensor by rebranding, repackaging, renaming or otherwise directly extending the Software. Applications developed using the Software must not be used for a similar purpose as the Software itself. The Software must only be used to add value to existing applications.
(i) upon entering the Licensor�s website to download information on fixes and minor updates the Licensee shall first enter into a new License with the Licensor on the Licensor�s then current single developer software license.
(j) to cease using the Software after an elapsed period of 30 days from first Use of the Software.
5. Newly Developed Software
This license does not allow distribution of any part of the Software.
(a) To the extent permitted by law, the Licensor disclaims all other warranties with respect to the Software, either express or implied, including but not limited to any implied warranties of merchantability or fitness for any particular purpose.
(b) Although the Licensor does not warrant that the Software supplied hereunder shall be free from all known viruses it has used commercially reasonable efforts to check for the most commonly known viruses but the Licensee is solely responsible for virus scanning the Software.
(c) The Licensee acknowledges that software in general is not error-free and agrees that the existence of bugs in the Software shall not constitute a breach of this License.
7. Licensor's Liability
(a) The Licensor shall not be liable to the Licensee for any loss or damage whatsoever or howsoever caused arising directly or indirectly in connection with this License, the Software, its use or otherwise, except to the extent that such liability may not be lawfully excluded under the applicable law.
(b) Notwithstanding the generality of clause 7 (a) above, the Licensor expressly excludes liability for indirect, special, incidental or consequential loss or damage which may arise in respect of the Software, its use, the System or in respect of other equipment or property, or for loss of profit, business, revenue, goodwill or anticipated savings.
(c) In the event that any exclusion contained in this License shall be held to be invalid for any reason and the Licensor becomes liable for loss or damage that may lawfully be limited, such liability shall be limited to the License Fee paid by the Licensee for the Software.
(d) The Licensor shall not be liable for death or personal injury save to the extent only that the same arises as a result of the negligence of the Licensor, its employees, agents or authorised representatives.
8. Copyright, Patents, Trade Marks and Other Intellectual Property Rights
The Licensee acknowledges that any and all of the copyright, trade marks, trade names, patents and other intellectual property rights subsisting in or used or in connection with the Software including all documentation relating to it are and remain the sole property of the Licensor. The Licensee shall not during or at any time after the expiry or termination of this License in any way question or dispute the ownership by the Licensor.
9. Confidential Information
(a) All information, data, drawings, specifications, documentation, software listings, source or object code which the Licensor may have imparted and may from time to time impart to the Licensee relating to the Software (other than the ideas and principles which underlie the Software) is proprietary and confidential. The Licensee hereby agrees that it shall use the same solely in accordance with the provisions of this License and that it shall not at any time during or after expiry or termination of this License, disclose the same, whether directly or indirectly, to any third party without the Licensor's prior written consent.
(b) Subject only to the specific, limited provisions of Clause 4(a) above, the Licensee further agrees that it shall not itself or through any subsidiary, agent or third party use such confidential information to copy, reproduce, translate, adapt, vary, modify, decompile, disassemble or reverse engineer the Software nor shall the Licensee sell, lease, license, sub-license or otherwise deal with the Software or any part or parts or variations, modifications, copies, releases, versions or enhancements thereof or have any software or other program written or developed for itself based on any confidential information supplied to it by the Licensor.
(c) The foregoing provisions shall not prevent the disclosure or use by the Licensee of any information which is or hereafter, through no fault of the Licensee, becomes public knowledge or to the extent permitted by law.
10. Force Majeure
The Licensor shall be under no liability to the Licensee in respect of anything which, apart from this provision, may constitute breach of this License arising by reason of force majeure.
(a) In addition to provisions for termination as herein provided, the Licensor may by notice in writing to the Licensee terminate this License if the Licensee is in breach of any term, condition or provision of this License or required by the applicable law and fails to remedy such breach (if capable of remedy) within 30 days of having received written notice from the Licensor specifying such breach.
(b) Upon termination, the Licensee shall pay to the Licensor all costs and expenses, including legal and other fees incurred and all arrears of fees, charges or other payments arising in respect of the Software, this License or otherwise and shall comply with its undertaking specified in Clause 4(g) above.
(c) Termination, howsoever or whenever occasioned shall be subject to any rights and remedies the Licensor may have under this License or under the applicable law.
(a) Save as stated in clause 5 above, the Licensee shall not assign or otherwise transfer all or any part of the Software or this License without the prior written consent of the Licensor.
The rights of either party under this Agreement against the other may only be waived specifically by written notice served against the other party. Any delay in exercising or failure to exercise any such right will not constitute a waiver of that right.
In the event that any of these terms and conditions or provisions shall be determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision shall to that extent be severed from the remaining terms, conditions and provisions which shall continue to be valid to the fullest extent permitted by law.
The parties hereby agree that the License concluded between them and constituted on these terms and conditions shall be construed in accordance with English Law.