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SINGLE USE SOFTWARE LICENSE AGREEMENT AND TERMS OF USE
READ THIS SOFTWARE LICENSE AGREEMENT CAREFULLY BEFORE PROCEEDING TO INSTALL THE SOFTWARE PRODUCT AND OR UTILISING ANY OF OUR SERVICES. BY PRESSING "AGREE", YOU AS AN INDIVIDUAL AND OR YOUR EMPLOYER AND OR ANY 3RD PARTY (COLLECTIVELY "LICENSEE") SUPPLYING, OR PROVIDING YOU WITH THE SOFTWARE, JOINTLY AND SEVERALLY AGREE TO BE BOUND BY THIS LICENSE AND THE TERMS HEREIN. IT IS YOUR RESPONSIBILITY TO ENSURE THAT ANY ENTITY INSTRUCTING YOU TO UTILISE THIS SOFTWARE, FOR ANY PURPOSE WHATSOEVER, ACCEPTS AND AGREES TO THE CONTENTS OF THIS LICENSE. THE SOFTWARE YOU ARE ABOUT TO USE IS LICENSED FOR USE BY A SINGLE USER ONLY AND MAY NOT BE SHARED WITH ANY OTHER INDIVIDUAL WITHOUT THE EXPRESS WRITTEN PERMISSION OF SLITHERINE SOFTWARE UK Ltd and or MATRIX GAMES LLC ("PUBLISHER"). FOR THE AVOIDANCE OF DOUBT ANY TERMS, CONDITIONS, OR CLAUSES CONTAINED IN ANY PURCHASE ORDER, CORRESPONDENCE, DOCUMENTATION, OR NOTICE INTENDED TO CONTRADICT OR RELATE TO THE TERMS OF USE OF THIS LICENSE ARE NULL AND VOID AND HAVE NO EFFECT. IF YOU DO NOT AGREE TO THE FOREGOING, OR IF YOU HAVE ANY DOUBT ABOUT THE PERMITTED USE OF THE SOFTWARE PRODUCT, PRESS "DISAGREE" NOW AND IMMEDIATELY BRING THIS TO THE ATTENTION OF YOUR EMPLOYER OR ANY 3rd PARTY INSTRUCTING, SUPPLYING OR GRANTING YOU PERMISSION TO USE THE SOFTWARE. THIS LICENSE AGREEMENT AND THE TERMS HEREIN ARE A LEGALLY BINDING CONTRACT BETWEEN THE USER AND OR LICENSEE AND THE PUBLISHER.
1. GENERAL
1.1. PUBLISHER owns the Copyright and or LICENSE to all rights including, but not limited to, copyrights, patents, trademarks, trade secrets, tangible and intangible intellectual property, source code, object code, compiled code, improvements, enhancements, sequence, logic, structure, data bases and or other proprietary rights therein, now or hereafter existing ("PROPERTY"). LICENSEE acknowledges that the PROPERTY and all associated materials contain trade secrets of PUBLISHER. PUBLISHER has the exclusive rights to sell, market, package, distribute and or LICENSE any and all Products or versions ("PRODUCT")utilising the PROPERTY and or other connected media or services ("SERVICES") in all territories worldwide.
1.2. This software PRODUCT in its entirety is copyrighted and is protected by international law. The PRODUCT and any accompanying documentation, or SERVICES including this LICENSE whether on disk, in read only memory, or in any other form is LICENSED, not sold, to LICENSEE by PUBLISHER and is for use only under the terms of this LICENSE. PUBLISHER reserves all rights not expressly granted to LICENSEE. The rights granted herein are limited and do not include any patents or intellectual property rights. PUBLISHER expressly retains ownership of the PRODUCT. By accepting this LICENSE, or utilising PUBLISHER services, LICENSEE affirms that it is able, competent and permitted to enter into the terms, conditions, obligations, representations and responsibilities as set out herein and to comply with the terms of the LICENSE.
2. INTERPRETATIONS & DEFINITIONS
2.1. As used in this LICENSE the terms and expressions set out herein shall have the meanings ascribed to them:
2.1.1. "Intellectual Property Rights" means copyright, design rights and all other legal and beneficial intellectual and industrial property rights (including, without limitation, patent and other trade secret rights) throughout the world no matter what such rights may be known as in any particular country in the world, and all know-how;
2.1.2. "Property" means the Software Simulation, including but not limited to the Intellectual Property Rights and the source code, compiled source and or object computer software code, databases, artwork, contents and any other material supplied by PUBLISHER, including related materials and assets created, or supplied by PUBLISHER in connection with the PROPERTY.
2.1.3. "Product(s)" means any version of the PROPERTY sold or LICENSED and or incorporating any element of the PROPERTY, the computer software code, and or other LICENSED materials, as set out herein, including patches, upgrades and additional content relating to the PROPERTY.
2.1.4. "Digital Delivery" means Product(s) delivered by Electronic Software Download (ESD) or any form of electronic or web media now known or that becomes known and including optional extended download services and physical delivery of Product(s) on demand to LICENSEE.
2.1.5. "Bug" means a repeatable phenomenon of unintended events or actions during the running of the Software under normal conditions that results in: (i) the software being consistently unable to perform repeatedly and without interruption; (ii) a significant detriment to the functionality of the software; (iii) a significant detriment to the visual representation or sound of the software; or (iv) the complete destruction or corruption of data.
2.2. The masculine includes the feminine and the neuter and the singular includes the plural and vice versa.
2.3. The LICENSEE shall fulfil any obligation in this LICENSE to comply with any document, statute, enactment, order, regulation or other similar instrument that is referenced in this LICENSE.
2.4. Headings are included in this LICENSE for ease of reference only and shall not affect the interpretation or construction of this LICENSE.
2.5. References to Terms, Clauses and Exhibits are, unless otherwise provided, references to Terms, Clauses and Exhibits of this LICENSE. In the event and to the extent only of any conflict between the Clauses, and the Exhibits, the Clauses shall prevail.
2.6. Except as otherwise expressly provided in this LICENSE, all remedies available to PUBLISHER under this LICENSE are cumulative and may be exercised concurrently, or separately and the exercise of any one remedy shall not exclude the exercise of any other remedy.
3. GRANT
3.1. Subject to the terms and conditions of the LICENSE, PUBLISHER grants to LICENSEE a non-exclusive, non-transferable LICENSE to use the PRODUCT identified in Exhibit A solely for LICENSEE ‘s own use, including for use in the normal course of its business.
3.2. The PRODUCT and any accompanying documentation, including this LICENSE AGREEMENT and SERVICES whether on disk, in read only memory, or in any other form is LICENSED, not sold, to LICENSEE for use only under the terms of this LICENSE. PUBLISHER reserves all rights not expressly granted to LICENSEE, consequently the rights granted herein are limited and do not include any patents or intellectual property rights. PUBLISHER expressly retains ownership of the PRODUCT, the PROPERTY and all associated materials.
3.3. THIS LICENSE AND THE TERMS HEREIN ALLOW LICENSEE TO INSTALL AND USE ONE COPY OF THE PRODUCT PER LICENSE BY A SINGLE USER ONLY AND ON A SINGLE COMPUTER, AT ANY TIME, FOR NON-TRANSFERABLE LIMITED USES AS SET FORTH HEREIN, OR AS OTHERWISE SPECIFIED BY PUBLISHER IN CORRESPONDENCE, QUOTATION OR INVOICE.
In addition, LICENSEE is only permitted to use the LICENSE on LICENSEE’s DEVICES and by LICENSEE’s staff. If using the LICENSE for any other purpose please contact the LICENSOR to request a BESPOKE QUOTATION, including but not limited to the following situations;
* Sharing the LICENSE with a user from an external organisation.
* Offering services, using the LICENSE or LICENSED software by external organisations.
* Integrating a LICENSE or utilising LICENSED software into any other product or services.
3.4. All Content and all other intellectual property rights related to the PRODUCT, PROPERTY and SERVICES are owned by PUBLISHER and are protected by International copyright, trade dress, patent, and trademark laws, international conventions, and other laws protecting intellectual property and related proprietary rights.
3.5. LICENSEE may not lend, distribute, lease, sell, transmit, transfer, publish, edit, copy, create derivative works, rent, sub-license, decompile, disassemble, reverse engineer, or otherwise make any unauthorized use of the PRODUCT, PROPERTY or content, in whole or in part and shall not incorporate any portion of PRODUCT, or any part of the resulting software into an alternative Product(s), in any form, whether modified, or unmodified, without the express written permission of PUBLISHER;
3.6. LICENSEE may not remove, obscure, or alter copyright, patent, trademark, logos, or other proprietary rights notices affixed to PRODUCT, or content.
3.7. PUBLISHER reserves all rights, title and interest in the PRODUCT, PROPERTY and content, and all associated copyrights, trademarks, and other intellectual property rights therein that are not expressly granted to LICENSEE.
3.8. LICENSEE permitted use of the PRODUCT, PROPERTY, content and SERVICES described herein is limited by the intellectual property rights and other rights of PUBLISHER and does not include any rights to any other patents, or intellectual property not included herein
3.9. All updates, patches, modifications, or changes to the PRODUCT or SERVICES become PUBLISHER PROPERTY and are subject to the LICENSE.
4. LICENSE
4.1. LICENSEE acknowledges and accepts that this LICENSE and the attached Exhibits which are incorporated into this LICENSE by this reference is the sole agreement between PUBLISHER and LICENSEE. This LICENSE supersedes all prior agreements, understandings and representations (save for fraudulent misrepresentation), both oral and written, and is the only document upon which the parties may rely upon to enforce their rights pursuant to this LICENSE Agreement. FOR THE AVOIDANCE OF DOUBT ANY TERMS, CONDITIONS, OR CLAUSES CONTAINED IN ANY PURCHASE ORDER, CORRESPONDENCE, DOCUMENTATION, OR NOTICE INTENDED TO COUNTER OR CONTRADICT THE QUOTATION, INVOICED LICENCE FEE, THIS AGREEMENT, OR THE TERMS OF USE OF THIS LICIENCE ARE NULL AND VOID AND HAVE NO EFFECT.
4.2. LICENSEE acknowledges and agrees that nothing in this LICENSE constitutes, or shall be construed to constitute, any transfer of title or ownership with respect to the PRODUCT including without limitation transfer of any copyrights, patents, trademarks, trade secrets, intellectual Property, source code, object code, compiled code, improvements, enhancements, sequence, logic, structure, or other proprietary rights therein, now or hereafter existing. LICENSEE acknowledges that (i) the PRODUCT and all materials furnished, or produced in connection therewith, including but not limited to any computer or source code, object code, or compiled code contains trade secrets of PUBLISHER, entrusted by PUBLISHER to LICENSEE under this LICENSE for use only in the manner expressly permitted hereby and (ii) PUBLISHER holds all right, title and interest in and to all tangible and intangible intellectual property contained in the PRODUCT, including all trade secrets, copyrights and other intellectual property rights pertaining thereto and LICENSEE shall have only the limited, revocable right to use the PRODUCT as set forth in this LICENSE. All modifications, adaptations, changes, or additions made to the PRODUCT shall be the sole and exclusive property of PUBLISHER and shall be considered a part of the PRODUCT, including all applicable rights to patents, copyrights, trademarks and trade secrets inherent therein and appurtenant thereto. The PRODUCT is protected by copyright and contains proprietary information protected by copyright laws, intellectual property laws, international treaty provisions and other applicable laws. LICENSEE acknowledges and accepts that PUBLISHER owns all worldwide copyrights in the PRODUCT and any portion, or iteration thereof.
4.3. LICENSEE shall not copy, reproduce or duplicate the PRODUCT or any supporting documentation, in any manner or form, in whole or in part. LICENSEE shall prevent any third parties from copying, reproducing or duplicating the PRODUCT and/or the supporting documentation.
4.4. LICENSEE hereby acknowledges and accepts that this LICENSE is in respect this LICENSE and associated or related documentation and that upon termination, or conclusion of the LICENSE period, LICENSEE shall either renew LICENCE, or return or destroy the PRODUCT and all connected documentation and associated materials related to the PRODUCT and proof of any such destruction shall be provided to PUBLISHER on demand.
4.5. LICENSEE further agrees to treat the PRODUCT with at least the same degree of care with which LICENSEE treats its own confidential information and with as much care as is reasonably required to protect the confidentiality of the LICENSED PRODUCT
4.6. LICENSEE is responsible for auditing, monitoring and controlling all copies of the PRODUCT that have been Licensed and distributed to team members and is responsible for destroying or returning all such copies to PUBLISHER on demand, at the conclusion of the LICIENCE period, or as and when a team member ceases to be involved, or upon termination of use of any licensed product. Proof of all such destruction shall be provided to PUBLISHER on demand.
5. TERM
5.1. Subject to the terms contained herein, this LICENSE shall commence on the Effective Date as set out in the relevant PUBLISHER quotation, or elsewhere and unless sooner terminated pursuant to the terms of this LICENSE, shall continue in full force and effect for a period of 12 months, or any alternative period as approved in written form and authorised by PUBLISHER. After the initial period the LICENSE may be renewed by application to PUBLISHER
6. COPIES
6.1. LICENSEE may make copies of and retain results arising from changes made to the DATA BASE of the LICENSED PRODUCT as necessary for use solely by LICENSEE, including for backup or archive purposes. Such backup or archive files may be retained by LICENSEE, but are not permitted to be sold, given or transferred to any 3rd Part without the express written permission of PUBLISHER. For the avoidance of doubt ownership of the PRODUCT and associated contents including any alterations to the LICENSED PRODUCT howsoever made, including, compilations, partial copies, modifications and updates are and remain the property of PUBLISHER.
7. EXPORT REGULATIONS
7.1. LICENSEE understands that PUBLISHER and or LICENSEE may be subject to regulation by agencies of Government, which prohibit export or diversion of certain categories of products to certain countries. LICENSEE warrants that it will comply in all respect with any and all export LICENSE laws or restrictions existing in any relevant Country with respect to the PRODUCT. LICENSEE agrees to indemnify and hold PUBLISHER harmless from any loss, damages, liability or expenses incurred by PUBLISHER as a result of LICENSEE’s failure to comply with such export regulations or restrictions.
8. WARRANTIES
8.1. PUBLISHER LICENSES, and LICENSEE accepts, the PRODUCT "as is." PUBLISHER gives no warranties as to the function, or use of the licensed PRODUCT, or SERVICES, including but not limited to the accuracy of any results derived or displayed, whether express, implied, or statutory, including, without limitation, any implied warranties of merchantability or fitness for a particular purpose. The entire risk as to the quality and performance of the licensed PRODUCT or SERVICES is with the LICENSEE. PUBLISHER does not warrant that the functions contained or displayed in the licensed PRODUCT will meet LICENSEE's requirements or that the operation of the licensed PRODUCT will be suitable for any particular purpose, nor uninterrupted or error free. In no event will PUBLISHER be liable to LICENSEE or any other entity for damages, direct or indirect, of any nature, or expenses incurred by LICENSEE in connection with the use of the PRODUCT. LICENSEE’s sole and exclusive remedy shall be to terminate this LICENSE without refund.
8.2. PUBLISHER SERVICES, SOFTWARE and third-party services and products are provided on an "as is" and "as available" basis for use, without warranties of any kind, either express or implied. No warranty is given about the quality, functionality, availability, or performance of SOFTWARE or SERVICES. PUBLISHER does not assume liability for any inability to obtain, or use any content, goods or services.
8.3. Except as expressly stated in this LICENSE, all PUBLISHER warranties whether express or implied by statute, common law or otherwise are hereby excluded to the full extent permitted by law.
9. LICENSEE WARRANTIES
9.1. LICENSEE acknowledges that by pressing "AGREE" this constitutes acceptance of the terms of this LICENSE and states;
9.1.1. that it has the right to enter into this LICENSE AGREEMENT and will be solely responsible for fulfilling all of its obligations pursuant to this LICENSE.
9.1.2. that it shall discharge its obligations hereunder in accordance with its own established internal procedures and in compliance with all applicable laws, enactments, orders, regulations, and other similar instruments and will take whatever steps are required to obtain any government approval, or permission, or serve any notification in respect of this LICENSE that may be required.
9.1.3. that to the maximum extent permitted by applicable law, LICENSEE accepts that the use of PUBLISHER SERVICES, SOFTWARE and the internet is at the sole risk of LICENSEE.
9.1.4. That LICENSEE indemnifies and holds PUBLISHER harmless from any unauthorized, or illegal use of the LICENSE as granted herein.
9.2. The LICENSEE acknowledges and agrees and Warrants that due to the unique nature of PUBLISHER Proprietary Information, PRODUCT and PROPERTY, there may be no adequate remedy in law for any breach of LICENSEE obligations hereunder and that any such breach may allow the LICENSEE or a third parties to unfairly compete with, or cause irreparable harm to PUBLISHER. LICENSEE therefore states, acknowledges and Warrants upon any such breach, or any threat thereof, PUBLISHER shall be entitled to seek appropriate equitable relief in addition to whatever other remedies PUBLISHER may have at law. LICENSEE will notify PUBLISHER in writing immediately upon the occurrence of any such unauthorized release, or any breach, or threat thereof pertaining to this LICENSE of which it is aware.
10. RIGHTS TO THE PRODUCT(S)
10.1. LICENSEE hereby covenants that they will execute all such documents and do all such further acts as may be required in order to perfect the rights hereby LICENSED by PUBLISHER to LICENSEE.
11. TERMINATION OR CESSATION
11.1. If LICENSEE defaults in any material obligation pursuant to this LICENSE, and unless immediate termination as set out herein is applicable, it shall be given notice that it is in breach of the LICENSE and shall have thirty (30) days from receipt of notice to cure such breach. On failure to cure such breach, PUBLISHER may terminate this LICENSE by written notice. If all breaches are explained, corrected and mended within this time period, the LICENSE shall remain in effect. For the avoidance of doubt it is a material breach of this LICENSE if LICENSEE fails;
11.1.1. to make payments by any due date
11.1.2. Permits, or instructs more than one user or computer per license.
11.2. In the event of termination or cessation of this LICENSE for any cause, LICENSEE will immediately discontinue use of the LICENSED PRODUCTS.
11.3. Within thirty (30) days after termination, or cessation of this LICENSE, LICENSEE will furnish to PUBLISHER a certificate that certifies with respect to each LICENSED PRODUCT that, through its best effort and to the best of its knowledge, the original and all copies in whole, or in part and in any form of each LICENSED PRODUCT have been destroyed. This Clause and all other applicable Sections of this LICENSE shall survive any termination, or cessation of this LICENSE AGREEMENT.
12. RESTRICTIVE COVENANTS
12.1. The LICENSEE undertakes that it shall not and that it shall procure that its Operatives, Employees, Staff, Officers, Sub Contractors, or Affiliates, shall not during the period of five (5) years beginning with the most recent of, the Effective date of this LICENSE, or the date of any LICENSE renewal, upgrade, additional content, expansion, or alterations, to the PRODUCT, PROPERTY or the LICENSE;
12.1.1. offer a contract, or employment either directly, or via another, as a consultant, or sub-contractor or, enter into a contract for the services of, or attempt to entice away, any individual who is at the time of such offer, or attempt, or was at the Effective Date, or the date of any LICENSE renewal, upgrade, additional content, expansion, or alterations an employee, consultant, or sub-contractor with, or of PUBLISHER, or any supplier of PUBLISHER; or
12.1.2. procure, or facilitate the making of any such offer or attempt by any other entity.
12.2. The undertakings of this clause are intended for the benefit of PUBLISHER and apply to actions carried out by the LICENSEE, or any of its Operatives, Employees, Staff, Officers, Sub Contractors, or Affiliates and whether carried out directly or indirectly, on its own behalf, or on behalf of any other entity, or jointly with any other entity; and
12.2.1. If any restriction shall be found to be unenforceable, but would be valid if any part of it were delete, or the period, or scope of application reduced, the restriction shall apply with such modification as may be necessary to make it valid and effective.
12.3. The consideration for the undertakings contained in this clause is included in the LICENSE fee for the PRODUCT.
13. CONFIDENTIALITY
13.1. It is understood and hereby acknowledged by PUBLISHER and LICENSEE that, in the normal course of business dealings, each party will learn or obtain information and knowledge about the other party that may be of a sensitive, secret or confidential nature. Accordingly, both parties agree that all such information that is shared between the parties shall be treated as highly confidential and shall not be revealed to any third party at any time without the written permission of the other party.
13.2. For the avoidance of doubt this LICENSE and its entire contents are confidential and its contents may not be revealed by LICENSEE to any third party without the express written consent of the PUBLISHER.
14. RELATIONSHIP OF PARTIES
14.1. This LICENSE does not constitute and shall not be construed as constituting a partnership or joint venture between PUBLISHER and LICENSEE. Neither PUBLISHER nor LICENSEE shall have any right to obligate or bind the other in any manner whatsoever, and nothing herein contained shall give, or is intended to give any rights of any kind to any third party, entity, or persons.
14.2. Subject to the provisions of the LICENSE, LICENSEE agrees and acknowledge that nothing herein shall be construed as restricting or prohibiting PUBLISHER from carrying out any aspect of its business, including, without limitation, the development, marketing, sales and or distribution of this or other PUBLISHER Product’s, or services, to any other entity worldwide.
15. AMENDMENTS
15.1. This LICENSE may not be amended or modified in any respect except by the written consent of PUBLISHER.
16. FORCE MAJEURE
16.1. PUBLISHER shall not be liable to LICENSEE for any failure to perform, or any delay in performing its obligations as a result of events beyond its control ("a force majeure event"). The time for performance will be extended for a period equal to the duration of the Force Majeure.
17. WAIVER
17.1. Any failure or delay by PUBLISHER in exercising its rights under this LICENSE shall not be construed as a waiver of those rights at that time, or at any time thereafter.
18. ASSIGNMENT.
18.1. PUBLISHER may assign all rights and obligations as set out in this LICENSE at its sole discretion. Such rights and obligations shall inure to the benefit of and shall be binding upon the successors and assigns of PUBLISHER. LICENSEE may only assign its rights and obligations hereunder with the prior written consent of PUBLISHER.
19. GOVERNING LAW
19.1. This LICENSE shall be governed by and shall be construed, interpreted and enforced in accordance with the laws of England and Wales. Further, the parties acknowledge and agree that proper venue and jurisdiction shall lie in appropriate courts in England.
19.2. In no event will PUBLISHER be liable for any indirect, incidental, special or consequential damages, or damages in connection with any financial loss, profits, revenue or interruption of business, however caused or data misuse, or on any theory of liability incurred by LICENSEE or any third party, whether in an action in contract, or tort (including negligence) or otherwise, even if PUBLISHER has been advised of the possibility of such damages. Not with-standing any other provision of the LICENSE, PUBLISHER liability to LICENSEE under any provisions of this LICENSE or otherwise for damages finally awarded shall be limited to a maximum of $1.00 USD.
19.3. If any provision of this LICENSE is held by the court, or any other tribunal of competent jurisdiction to be illegal, invalid or unenforceable, such provisions shall be limited, or eliminated to the minimum extent necessary, so that this LICENSE shall otherwise remain in full force and effect and the PARTIES agree to use their best endeavours to negotiate in good faith an enforceable and legally binding alternative provision.
EXHIBIT A
1. PRODUCT:
1.1. Professional Edition: Digital Down load version as follows;
1.1.1. contains all features of the commercially released current version and;
1.2. further planned upgrades and or amendments to the Product, completed during a current License Term will be added Free of Charge for use only throughout the period of a current LICENSE.
2. TERM: As specified commencing from date of supply of the LICENSE
3. LANGUAGE: English
EXHIBIT B
EPILEPSY WARNING
PLEASE READ THIS NOTICE BEFORE USING SOFTWARE, OR BEFORE ALLOWING OTHERS TO DO SO. Certain individuals may experience epileptic seizures or loss of consciousness when subjected to strong, flashing lights, or similar, or due to other issues. Such individuals may therefore experience a seizure while operating computer simulations, video products, or similar. This can also affect individuals who have no prior medical record of epilepsy, or have never previously experienced a seizure. If LICENSEE or any person permitted by LICENSEE to use the Software has ever experienced epilepsy symptoms (seizures or loss of consciousness) after such exposure, please consult a doctor before using the Software.
1. Should LICENSEE, or any person permitted by LICENSEE to use the Software, experiences discomfort of any sort, including but not limited to dizziness, poor eyesight, eye, or muscle sensation, loss of consciousness, feelings of disorientation, or any type of involuntary movements, or cramps, or similar; LICENSEE, or user must immediately turn off the software and consult a doctor before further utilisation.
2. PRECAUTIONS DURING USE:
2.1. Do not sit too close to the monitor and sit as far back as is comfortably possible;
2.2. Use as small a monitor as possible;
2.3. Do not use software when tired;
2.4. Ensure there is sufficient lighting in the area;
2.5. Take a break of 10-15 minutes every hour.
v1.00.28
READ THIS SOFTWARE LICENSE AGREEMENT CAREFULLY BEFORE PROCEEDING TO INSTALL THE SOFTWARE PRODUCT AND OR UTILISING ANY OF OUR SERVICES. BY PRESSING "AGREE", YOU AS AN INDIVIDUAL AND OR YOUR EMPLOYER AND OR ANY 3RD PARTY (COLLECTIVELY "LICENSEE") SUPPLYING, OR PROVIDING YOU WITH THE SOFTWARE, JOINTLY AND SEVERALLY AGREE TO BE BOUND BY THIS LICENSE AND THE TERMS HEREIN. IT IS YOUR RESPONSIBILITY TO ENSURE THAT ANY ENTITY INSTRUCTING YOU TO UTILISE THIS SOFTWARE, FOR ANY PURPOSE WHATSOEVER, ACCEPTS AND AGREES TO THE CONTENTS OF THIS LICENSE. THE SOFTWARE YOU ARE ABOUT TO USE IS LICENSED FOR USE BY A SINGLE USER ONLY AND MAY NOT BE SHARED WITH ANY OTHER INDIVIDUAL WITHOUT THE EXPRESS WRITTEN PERMISSION OF SLITHERINE SOFTWARE UK Ltd and or MATRIX GAMES LLC ("PUBLISHER"). FOR THE AVOIDANCE OF DOUBT ANY TERMS, CONDITIONS, OR CLAUSES CONTAINED IN ANY PURCHASE ORDER, CORRESPONDENCE, DOCUMENTATION, OR NOTICE INTENDED TO CONTRADICT OR RELATE TO THE TERMS OF USE OF THIS LICENSE ARE NULL AND VOID AND HAVE NO EFFECT. IF YOU DO NOT AGREE TO THE FOREGOING, OR IF YOU HAVE ANY DOUBT ABOUT THE PERMITTED USE OF THE SOFTWARE PRODUCT, PRESS "DISAGREE" NOW AND IMMEDIATELY BRING THIS TO THE ATTENTION OF YOUR EMPLOYER OR ANY 3rd PARTY INSTRUCTING, SUPPLYING OR GRANTING YOU PERMISSION TO USE THE SOFTWARE. THIS LICENSE AGREEMENT AND THE TERMS HEREIN ARE A LEGALLY BINDING CONTRACT BETWEEN THE USER AND OR LICENSEE AND THE PUBLISHER.
1. GENERAL
1.1. PUBLISHER owns the Copyright and or LICENSE to all rights including, but not limited to, copyrights, patents, trademarks, trade secrets, tangible and intangible intellectual property, source code, object code, compiled code, improvements, enhancements, sequence, logic, structure, data bases and or other proprietary rights therein, now or hereafter existing ("PROPERTY"). LICENSEE acknowledges that the PROPERTY and all associated materials contain trade secrets of PUBLISHER. PUBLISHER has the exclusive rights to sell, market, package, distribute and or LICENSE any and all Products or versions ("PRODUCT")utilising the PROPERTY and or other connected media or services ("SERVICES") in all territories worldwide.
1.2. This software PRODUCT in its entirety is copyrighted and is protected by international law. The PRODUCT and any accompanying documentation, or SERVICES including this LICENSE whether on disk, in read only memory, or in any other form is LICENSED, not sold, to LICENSEE by PUBLISHER and is for use only under the terms of this LICENSE. PUBLISHER reserves all rights not expressly granted to LICENSEE. The rights granted herein are limited and do not include any patents or intellectual property rights. PUBLISHER expressly retains ownership of the PRODUCT. By accepting this LICENSE, or utilising PUBLISHER services, LICENSEE affirms that it is able, competent and permitted to enter into the terms, conditions, obligations, representations and responsibilities as set out herein and to comply with the terms of the LICENSE.
2. INTERPRETATIONS & DEFINITIONS
2.1. As used in this LICENSE the terms and expressions set out herein shall have the meanings ascribed to them:
2.1.1. "Intellectual Property Rights" means copyright, design rights and all other legal and beneficial intellectual and industrial property rights (including, without limitation, patent and other trade secret rights) throughout the world no matter what such rights may be known as in any particular country in the world, and all know-how;
2.1.2. "Property" means the Software Simulation, including but not limited to the Intellectual Property Rights and the source code, compiled source and or object computer software code, databases, artwork, contents and any other material supplied by PUBLISHER, including related materials and assets created, or supplied by PUBLISHER in connection with the PROPERTY.
2.1.3. "Product(s)" means any version of the PROPERTY sold or LICENSED and or incorporating any element of the PROPERTY, the computer software code, and or other LICENSED materials, as set out herein, including patches, upgrades and additional content relating to the PROPERTY.
2.1.4. "Digital Delivery" means Product(s) delivered by Electronic Software Download (ESD) or any form of electronic or web media now known or that becomes known and including optional extended download services and physical delivery of Product(s) on demand to LICENSEE.
2.1.5. "Bug" means a repeatable phenomenon of unintended events or actions during the running of the Software under normal conditions that results in: (i) the software being consistently unable to perform repeatedly and without interruption; (ii) a significant detriment to the functionality of the software; (iii) a significant detriment to the visual representation or sound of the software; or (iv) the complete destruction or corruption of data.
2.2. The masculine includes the feminine and the neuter and the singular includes the plural and vice versa.
2.3. The LICENSEE shall fulfil any obligation in this LICENSE to comply with any document, statute, enactment, order, regulation or other similar instrument that is referenced in this LICENSE.
2.4. Headings are included in this LICENSE for ease of reference only and shall not affect the interpretation or construction of this LICENSE.
2.5. References to Terms, Clauses and Exhibits are, unless otherwise provided, references to Terms, Clauses and Exhibits of this LICENSE. In the event and to the extent only of any conflict between the Clauses, and the Exhibits, the Clauses shall prevail.
2.6. Except as otherwise expressly provided in this LICENSE, all remedies available to PUBLISHER under this LICENSE are cumulative and may be exercised concurrently, or separately and the exercise of any one remedy shall not exclude the exercise of any other remedy.
3. GRANT
3.1. Subject to the terms and conditions of the LICENSE, PUBLISHER grants to LICENSEE a non-exclusive, non-transferable LICENSE to use the PRODUCT identified in Exhibit A solely for LICENSEE ‘s own use, including for use in the normal course of its business.
3.2. The PRODUCT and any accompanying documentation, including this LICENSE AGREEMENT and SERVICES whether on disk, in read only memory, or in any other form is LICENSED, not sold, to LICENSEE for use only under the terms of this LICENSE. PUBLISHER reserves all rights not expressly granted to LICENSEE, consequently the rights granted herein are limited and do not include any patents or intellectual property rights. PUBLISHER expressly retains ownership of the PRODUCT, the PROPERTY and all associated materials.
3.3. THIS LICENSE AND THE TERMS HEREIN ALLOW LICENSEE TO INSTALL AND USE ONE COPY OF THE PRODUCT PER LICENSE BY A SINGLE USER ONLY AND ON A SINGLE COMPUTER, AT ANY TIME, FOR NON-TRANSFERABLE LIMITED USES AS SET FORTH HEREIN, OR AS OTHERWISE SPECIFIED BY PUBLISHER IN CORRESPONDENCE, QUOTATION OR INVOICE.
In addition, LICENSEE is only permitted to use the LICENSE on LICENSEE’s DEVICES and by LICENSEE’s staff. If using the LICENSE for any other purpose please contact the LICENSOR to request a BESPOKE QUOTATION, including but not limited to the following situations;
* Sharing the LICENSE with a user from an external organisation.
* Offering services, using the LICENSE or LICENSED software by external organisations.
* Integrating a LICENSE or utilising LICENSED software into any other product or services.
3.4. All Content and all other intellectual property rights related to the PRODUCT, PROPERTY and SERVICES are owned by PUBLISHER and are protected by International copyright, trade dress, patent, and trademark laws, international conventions, and other laws protecting intellectual property and related proprietary rights.
3.5. LICENSEE may not lend, distribute, lease, sell, transmit, transfer, publish, edit, copy, create derivative works, rent, sub-license, decompile, disassemble, reverse engineer, or otherwise make any unauthorized use of the PRODUCT, PROPERTY or content, in whole or in part and shall not incorporate any portion of PRODUCT, or any part of the resulting software into an alternative Product(s), in any form, whether modified, or unmodified, without the express written permission of PUBLISHER;
3.6. LICENSEE may not remove, obscure, or alter copyright, patent, trademark, logos, or other proprietary rights notices affixed to PRODUCT, or content.
3.7. PUBLISHER reserves all rights, title and interest in the PRODUCT, PROPERTY and content, and all associated copyrights, trademarks, and other intellectual property rights therein that are not expressly granted to LICENSEE.
3.8. LICENSEE permitted use of the PRODUCT, PROPERTY, content and SERVICES described herein is limited by the intellectual property rights and other rights of PUBLISHER and does not include any rights to any other patents, or intellectual property not included herein
3.9. All updates, patches, modifications, or changes to the PRODUCT or SERVICES become PUBLISHER PROPERTY and are subject to the LICENSE.
4. LICENSE
4.1. LICENSEE acknowledges and accepts that this LICENSE and the attached Exhibits which are incorporated into this LICENSE by this reference is the sole agreement between PUBLISHER and LICENSEE. This LICENSE supersedes all prior agreements, understandings and representations (save for fraudulent misrepresentation), both oral and written, and is the only document upon which the parties may rely upon to enforce their rights pursuant to this LICENSE Agreement. FOR THE AVOIDANCE OF DOUBT ANY TERMS, CONDITIONS, OR CLAUSES CONTAINED IN ANY PURCHASE ORDER, CORRESPONDENCE, DOCUMENTATION, OR NOTICE INTENDED TO COUNTER OR CONTRADICT THE QUOTATION, INVOICED LICENCE FEE, THIS AGREEMENT, OR THE TERMS OF USE OF THIS LICIENCE ARE NULL AND VOID AND HAVE NO EFFECT.
4.2. LICENSEE acknowledges and agrees that nothing in this LICENSE constitutes, or shall be construed to constitute, any transfer of title or ownership with respect to the PRODUCT including without limitation transfer of any copyrights, patents, trademarks, trade secrets, intellectual Property, source code, object code, compiled code, improvements, enhancements, sequence, logic, structure, or other proprietary rights therein, now or hereafter existing. LICENSEE acknowledges that (i) the PRODUCT and all materials furnished, or produced in connection therewith, including but not limited to any computer or source code, object code, or compiled code contains trade secrets of PUBLISHER, entrusted by PUBLISHER to LICENSEE under this LICENSE for use only in the manner expressly permitted hereby and (ii) PUBLISHER holds all right, title and interest in and to all tangible and intangible intellectual property contained in the PRODUCT, including all trade secrets, copyrights and other intellectual property rights pertaining thereto and LICENSEE shall have only the limited, revocable right to use the PRODUCT as set forth in this LICENSE. All modifications, adaptations, changes, or additions made to the PRODUCT shall be the sole and exclusive property of PUBLISHER and shall be considered a part of the PRODUCT, including all applicable rights to patents, copyrights, trademarks and trade secrets inherent therein and appurtenant thereto. The PRODUCT is protected by copyright and contains proprietary information protected by copyright laws, intellectual property laws, international treaty provisions and other applicable laws. LICENSEE acknowledges and accepts that PUBLISHER owns all worldwide copyrights in the PRODUCT and any portion, or iteration thereof.
4.3. LICENSEE shall not copy, reproduce or duplicate the PRODUCT or any supporting documentation, in any manner or form, in whole or in part. LICENSEE shall prevent any third parties from copying, reproducing or duplicating the PRODUCT and/or the supporting documentation.
4.4. LICENSEE hereby acknowledges and accepts that this LICENSE is in respect this LICENSE and associated or related documentation and that upon termination, or conclusion of the LICENSE period, LICENSEE shall either renew LICENCE, or return or destroy the PRODUCT and all connected documentation and associated materials related to the PRODUCT and proof of any such destruction shall be provided to PUBLISHER on demand.
4.5. LICENSEE further agrees to treat the PRODUCT with at least the same degree of care with which LICENSEE treats its own confidential information and with as much care as is reasonably required to protect the confidentiality of the LICENSED PRODUCT
4.6. LICENSEE is responsible for auditing, monitoring and controlling all copies of the PRODUCT that have been Licensed and distributed to team members and is responsible for destroying or returning all such copies to PUBLISHER on demand, at the conclusion of the LICIENCE period, or as and when a team member ceases to be involved, or upon termination of use of any licensed product. Proof of all such destruction shall be provided to PUBLISHER on demand.
5. TERM
5.1. Subject to the terms contained herein, this LICENSE shall commence on the Effective Date as set out in the relevant PUBLISHER quotation, or elsewhere and unless sooner terminated pursuant to the terms of this LICENSE, shall continue in full force and effect for a period of 12 months, or any alternative period as approved in written form and authorised by PUBLISHER. After the initial period the LICENSE may be renewed by application to PUBLISHER
6. COPIES
6.1. LICENSEE may make copies of and retain results arising from changes made to the DATA BASE of the LICENSED PRODUCT as necessary for use solely by LICENSEE, including for backup or archive purposes. Such backup or archive files may be retained by LICENSEE, but are not permitted to be sold, given or transferred to any 3rd Part without the express written permission of PUBLISHER. For the avoidance of doubt ownership of the PRODUCT and associated contents including any alterations to the LICENSED PRODUCT howsoever made, including, compilations, partial copies, modifications and updates are and remain the property of PUBLISHER.
7. EXPORT REGULATIONS
7.1. LICENSEE understands that PUBLISHER and or LICENSEE may be subject to regulation by agencies of Government, which prohibit export or diversion of certain categories of products to certain countries. LICENSEE warrants that it will comply in all respect with any and all export LICENSE laws or restrictions existing in any relevant Country with respect to the PRODUCT. LICENSEE agrees to indemnify and hold PUBLISHER harmless from any loss, damages, liability or expenses incurred by PUBLISHER as a result of LICENSEE’s failure to comply with such export regulations or restrictions.
8. WARRANTIES
8.1. PUBLISHER LICENSES, and LICENSEE accepts, the PRODUCT "as is." PUBLISHER gives no warranties as to the function, or use of the licensed PRODUCT, or SERVICES, including but not limited to the accuracy of any results derived or displayed, whether express, implied, or statutory, including, without limitation, any implied warranties of merchantability or fitness for a particular purpose. The entire risk as to the quality and performance of the licensed PRODUCT or SERVICES is with the LICENSEE. PUBLISHER does not warrant that the functions contained or displayed in the licensed PRODUCT will meet LICENSEE's requirements or that the operation of the licensed PRODUCT will be suitable for any particular purpose, nor uninterrupted or error free. In no event will PUBLISHER be liable to LICENSEE or any other entity for damages, direct or indirect, of any nature, or expenses incurred by LICENSEE in connection with the use of the PRODUCT. LICENSEE’s sole and exclusive remedy shall be to terminate this LICENSE without refund.
8.2. PUBLISHER SERVICES, SOFTWARE and third-party services and products are provided on an "as is" and "as available" basis for use, without warranties of any kind, either express or implied. No warranty is given about the quality, functionality, availability, or performance of SOFTWARE or SERVICES. PUBLISHER does not assume liability for any inability to obtain, or use any content, goods or services.
8.3. Except as expressly stated in this LICENSE, all PUBLISHER warranties whether express or implied by statute, common law or otherwise are hereby excluded to the full extent permitted by law.
9. LICENSEE WARRANTIES
9.1. LICENSEE acknowledges that by pressing "AGREE" this constitutes acceptance of the terms of this LICENSE and states;
9.1.1. that it has the right to enter into this LICENSE AGREEMENT and will be solely responsible for fulfilling all of its obligations pursuant to this LICENSE.
9.1.2. that it shall discharge its obligations hereunder in accordance with its own established internal procedures and in compliance with all applicable laws, enactments, orders, regulations, and other similar instruments and will take whatever steps are required to obtain any government approval, or permission, or serve any notification in respect of this LICENSE that may be required.
9.1.3. that to the maximum extent permitted by applicable law, LICENSEE accepts that the use of PUBLISHER SERVICES, SOFTWARE and the internet is at the sole risk of LICENSEE.
9.1.4. That LICENSEE indemnifies and holds PUBLISHER harmless from any unauthorized, or illegal use of the LICENSE as granted herein.
9.2. The LICENSEE acknowledges and agrees and Warrants that due to the unique nature of PUBLISHER Proprietary Information, PRODUCT and PROPERTY, there may be no adequate remedy in law for any breach of LICENSEE obligations hereunder and that any such breach may allow the LICENSEE or a third parties to unfairly compete with, or cause irreparable harm to PUBLISHER. LICENSEE therefore states, acknowledges and Warrants upon any such breach, or any threat thereof, PUBLISHER shall be entitled to seek appropriate equitable relief in addition to whatever other remedies PUBLISHER may have at law. LICENSEE will notify PUBLISHER in writing immediately upon the occurrence of any such unauthorized release, or any breach, or threat thereof pertaining to this LICENSE of which it is aware.
10. RIGHTS TO THE PRODUCT(S)
10.1. LICENSEE hereby covenants that they will execute all such documents and do all such further acts as may be required in order to perfect the rights hereby LICENSED by PUBLISHER to LICENSEE.
11. TERMINATION OR CESSATION
11.1. If LICENSEE defaults in any material obligation pursuant to this LICENSE, and unless immediate termination as set out herein is applicable, it shall be given notice that it is in breach of the LICENSE and shall have thirty (30) days from receipt of notice to cure such breach. On failure to cure such breach, PUBLISHER may terminate this LICENSE by written notice. If all breaches are explained, corrected and mended within this time period, the LICENSE shall remain in effect. For the avoidance of doubt it is a material breach of this LICENSE if LICENSEE fails;
11.1.1. to make payments by any due date
11.1.2. Permits, or instructs more than one user or computer per license.
11.2. In the event of termination or cessation of this LICENSE for any cause, LICENSEE will immediately discontinue use of the LICENSED PRODUCTS.
11.3. Within thirty (30) days after termination, or cessation of this LICENSE, LICENSEE will furnish to PUBLISHER a certificate that certifies with respect to each LICENSED PRODUCT that, through its best effort and to the best of its knowledge, the original and all copies in whole, or in part and in any form of each LICENSED PRODUCT have been destroyed. This Clause and all other applicable Sections of this LICENSE shall survive any termination, or cessation of this LICENSE AGREEMENT.
12. RESTRICTIVE COVENANTS
12.1. The LICENSEE undertakes that it shall not and that it shall procure that its Operatives, Employees, Staff, Officers, Sub Contractors, or Affiliates, shall not during the period of five (5) years beginning with the most recent of, the Effective date of this LICENSE, or the date of any LICENSE renewal, upgrade, additional content, expansion, or alterations, to the PRODUCT, PROPERTY or the LICENSE;
12.1.1. offer a contract, or employment either directly, or via another, as a consultant, or sub-contractor or, enter into a contract for the services of, or attempt to entice away, any individual who is at the time of such offer, or attempt, or was at the Effective Date, or the date of any LICENSE renewal, upgrade, additional content, expansion, or alterations an employee, consultant, or sub-contractor with, or of PUBLISHER, or any supplier of PUBLISHER; or
12.1.2. procure, or facilitate the making of any such offer or attempt by any other entity.
12.2. The undertakings of this clause are intended for the benefit of PUBLISHER and apply to actions carried out by the LICENSEE, or any of its Operatives, Employees, Staff, Officers, Sub Contractors, or Affiliates and whether carried out directly or indirectly, on its own behalf, or on behalf of any other entity, or jointly with any other entity; and
12.2.1. If any restriction shall be found to be unenforceable, but would be valid if any part of it were delete, or the period, or scope of application reduced, the restriction shall apply with such modification as may be necessary to make it valid and effective.
12.3. The consideration for the undertakings contained in this clause is included in the LICENSE fee for the PRODUCT.
13. CONFIDENTIALITY
13.1. It is understood and hereby acknowledged by PUBLISHER and LICENSEE that, in the normal course of business dealings, each party will learn or obtain information and knowledge about the other party that may be of a sensitive, secret or confidential nature. Accordingly, both parties agree that all such information that is shared between the parties shall be treated as highly confidential and shall not be revealed to any third party at any time without the written permission of the other party.
13.2. For the avoidance of doubt this LICENSE and its entire contents are confidential and its contents may not be revealed by LICENSEE to any third party without the express written consent of the PUBLISHER.
14. RELATIONSHIP OF PARTIES
14.1. This LICENSE does not constitute and shall not be construed as constituting a partnership or joint venture between PUBLISHER and LICENSEE. Neither PUBLISHER nor LICENSEE shall have any right to obligate or bind the other in any manner whatsoever, and nothing herein contained shall give, or is intended to give any rights of any kind to any third party, entity, or persons.
14.2. Subject to the provisions of the LICENSE, LICENSEE agrees and acknowledge that nothing herein shall be construed as restricting or prohibiting PUBLISHER from carrying out any aspect of its business, including, without limitation, the development, marketing, sales and or distribution of this or other PUBLISHER Product’s, or services, to any other entity worldwide.
15. AMENDMENTS
15.1. This LICENSE may not be amended or modified in any respect except by the written consent of PUBLISHER.
16. FORCE MAJEURE
16.1. PUBLISHER shall not be liable to LICENSEE for any failure to perform, or any delay in performing its obligations as a result of events beyond its control ("a force majeure event"). The time for performance will be extended for a period equal to the duration of the Force Majeure.
17. WAIVER
17.1. Any failure or delay by PUBLISHER in exercising its rights under this LICENSE shall not be construed as a waiver of those rights at that time, or at any time thereafter.
18. ASSIGNMENT.
18.1. PUBLISHER may assign all rights and obligations as set out in this LICENSE at its sole discretion. Such rights and obligations shall inure to the benefit of and shall be binding upon the successors and assigns of PUBLISHER. LICENSEE may only assign its rights and obligations hereunder with the prior written consent of PUBLISHER.
19. GOVERNING LAW
19.1. This LICENSE shall be governed by and shall be construed, interpreted and enforced in accordance with the laws of England and Wales. Further, the parties acknowledge and agree that proper venue and jurisdiction shall lie in appropriate courts in England.
19.2. In no event will PUBLISHER be liable for any indirect, incidental, special or consequential damages, or damages in connection with any financial loss, profits, revenue or interruption of business, however caused or data misuse, or on any theory of liability incurred by LICENSEE or any third party, whether in an action in contract, or tort (including negligence) or otherwise, even if PUBLISHER has been advised of the possibility of such damages. Not with-standing any other provision of the LICENSE, PUBLISHER liability to LICENSEE under any provisions of this LICENSE or otherwise for damages finally awarded shall be limited to a maximum of $1.00 USD.
19.3. If any provision of this LICENSE is held by the court, or any other tribunal of competent jurisdiction to be illegal, invalid or unenforceable, such provisions shall be limited, or eliminated to the minimum extent necessary, so that this LICENSE shall otherwise remain in full force and effect and the PARTIES agree to use their best endeavours to negotiate in good faith an enforceable and legally binding alternative provision.
EXHIBIT A
1. PRODUCT:
1.1. Professional Edition: Digital Down load version as follows;
1.1.1. contains all features of the commercially released current version and;
1.2. further planned upgrades and or amendments to the Product, completed during a current License Term will be added Free of Charge for use only throughout the period of a current LICENSE.
2. TERM: As specified commencing from date of supply of the LICENSE
3. LANGUAGE: English
EXHIBIT B
EPILEPSY WARNING
PLEASE READ THIS NOTICE BEFORE USING SOFTWARE, OR BEFORE ALLOWING OTHERS TO DO SO. Certain individuals may experience epileptic seizures or loss of consciousness when subjected to strong, flashing lights, or similar, or due to other issues. Such individuals may therefore experience a seizure while operating computer simulations, video products, or similar. This can also affect individuals who have no prior medical record of epilepsy, or have never previously experienced a seizure. If LICENSEE or any person permitted by LICENSEE to use the Software has ever experienced epilepsy symptoms (seizures or loss of consciousness) after such exposure, please consult a doctor before using the Software.
1. Should LICENSEE, or any person permitted by LICENSEE to use the Software, experiences discomfort of any sort, including but not limited to dizziness, poor eyesight, eye, or muscle sensation, loss of consciousness, feelings of disorientation, or any type of involuntary movements, or cramps, or similar; LICENSEE, or user must immediately turn off the software and consult a doctor before further utilisation.
2. PRECAUTIONS DURING USE:
2.1. Do not sit too close to the monitor and sit as far back as is comfortably possible;
2.2. Use as small a monitor as possible;
2.3. Do not use software when tired;
2.4. Ensure there is sufficient lighting in the area;
2.5. Take a break of 10-15 minutes every hour.
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