Software Licensing Agreement
TRANSLUTION LICENCE AGREEMENT
BEFORE PROCEEDING PLEASE READ THE TERMS OF THIS LICENCE AGREEMENT CAREFULLY. YOU
MAY OBTAIN A COPY OF THIS SOFTWARE PRODUCT BY DOWNLOADING REMOTELY FROM OUR
SERVER OR BY COPYING IT FROM AN AUTHORISED DISKETTE, CD-ROM OR OTHER MEDIUM
("THE MEDIUM"). ALL INTELLECTUAL PROPERTY RIGHTS IN THE PROGRAMS AND DATA WHICH
CONSTITUTE THIS SOFTWARE PRODUCT ("THE MATERIALS") ARE AND REMAIN THE PROPERTY
OF THE LICENSOR. YOU ARE LICENSED TO USE THE SOFTWARE ON THE CONDITION THAT YOU
ACCEPT ALL THE TERMS CONTAINED IN THIS LICENCE AGREEMENT. BY CLICKING ON THE
"ACCEPT" BUTTON WHEN YOU INSTALL THE MATERIAL USING ANY MEDIUM OR BY USING THIS PRODUCT
YOU ARE CONFIRMING YOUR ACCEPTANCE OF THE TERMS OF THIS LICENCE AGREEMENT. SUCH
ACCEPTANCE IS EITHER ON YOUR OWN BEHALF OR ON BEHALF OF ANY CORPORATE ENTITY
WHICH EMPLOYS YOU OR WHICH YOU REPRESENT ("CORPORATE LICENSEE"). IF YOU DO NOT
ACCEPT THESE TERMS, YOU SHOULD CLICK ON THE "DECLINE" BUTTON OR STOP USING THIS PRODUCT.
"The Licensor" means Malvern Translations Ltd (trading as Translution) of Malvern
Hills Science Park, Geraldine Road, Malvern, Worcestershire, UK, WR14 3SZ.
"You" means the reader and any Corporate Licensee (the licensee).
2 GRANT OF LICENCE
The Licensor grants to you a non-exclusive license to use the Materials for an
initial subscription period of one year, providing the use falls within the
permitted use set out below and for no other purpose. The initial subscription
period begins on the date You first either register or purchase the Materials,
whichever is applicable.Your license does not permit you to sub-license. You
cannot use the Materials after Your subscription period expires unless You
renew or extend Your subscription. By renewing or extending Your subscription,
You will be entitled to continue to use the Materials for a specified period of
time beyond the date when Your previous subscription would otherwise have
3 PERMITTED USE
- 3.1 You must register Your license and the email addresses for all licensed
users with Translution in order to use the Materials. Single or multiple user
licenses are available to use the Materials provided you have paid the
appropriate fee or Translution has published on www.translution.com that the
product may be used free of charge or Translution has informed you by email or
in writing that the product may be used free of charge.
- 3.1.1 a User License authorizes the licensed users to use the Materials on any
computer using the email address(es) registered with Translution.
- 3.1.2 a multiple User License authorizes you to use and copy the Materials for
use on any computer system controlled by you or any member of your corporate
group, which expression includes the Corporate Licensee, the Corporate
Licensee's majority-owned subsidiaries, any parent company having a
majority-owned interest in the Corporate Licensee, and such parent's
- 3.2 You may make copies of the Materials for backup, archival and other
security purposes provided that all copyright notices and any other proprietary
notices specified on the Materials are reproduced on any such copies or partial
4 RESTRICTIONS ON USE
You may not, nor permit others to:
- 4.1 use, copy, modify or transfer the Materials (including any related
documentation) or any copy, in whole or in part, including any print-out of all
or part of any database, except as expressly provided for in this License
- 4.2 create derivative works based upon the Materials;
- 4.3 translate, disassemble, decompile, reverse engineer or modify the
- 4.4 delete, vary or obscure any proprietary notices on or in the Materials.
- 4.5 This license agreements does not grant You any rights in connection with
any trademarks or service marks of the Licensor.
5 PROFESSIONAL SERVICES
If, during the term of this Agreement, You wish the Licensor to carry out any
professional services (including installation, configuration, bespoke software
development or translation services, training or other consultancy services),
the Licensor may, at its discretion, agree to carry out such work, and You will
pay Licensor’s charges in respect of all such services as proposed. Any bespoke
code written by or on behalf of Licensor in connection with any professional
services supplied under this Agreement will be deemed to form part of the
Software for the purposes of this Agreement, and all Intellectual Property
Rights in the same shall remain the property of Licensor.
- 6.1 You undertake to ensure that any third party is made aware of the terms of
this License Agreement before using the Materials.
- 6.2 You undertake to hold all data (including object and source codes),
drawings, specifications, software listings and all other information relating
to the Software, confidential and not at any time disclose the same, during
this license or after its expiry or whether directly or indirectly, to any
third party without Licensor's consent.
The Licensor retains ownership of the Materials and related documentation and
all copies of the Materials at all times, which are copyright works and are
also protected under applicable database laws.
8 LIMITED WARRANTY
- 8.1 Subject to the limitations and exclusions of liability set out below, the
Licensor warrants that the Materials will perform substantially in accordance
with the specifications for a period of fourteen (14) days from the date of
registration or purchase, whichever is applicable. THE LICENSOR ACCEPTS NO
LIABILITY FOR ANY INACCURACY IN TRANSLATION RESULTING FROM THE USE OF THE
- 8.2 Licensor warrants that it will carry out any professional services using
reasonable care and skill.
- 8.3 The Licensor will indemnify you for personal injury or death directly
resulting from any defect in its products or the negligence of its employees.
- 8.4 The Licensor shall not be liable under the warranties given in clause 8.1
above if the Materials fail to conform to the said warranty because of any
corruption, abuse or incorrect use of the Materials (including use of the
Materials with equipment or other software which is incompatible) or because of
any variation, modification or addition to the Materials not performed by the
- 9.1 All other guarantees, representations and warranties of any kind, whether
express or implied, including, without limitation, the implied warranties of
satisfactory quality, merchantability, and fitness for a particular purpose or
ability to achieve a particular result are hereby excluded, so far as such
exclusion or disclaimer is permitted under the applicable law. You assume the
entire risk as to the quality and performance of the Materials. The Licensor
does not warrant that the Materials will meet your requirements or that its
operation will be uninterrupted or error free. This License Agreement does not
affect your statutory rights.
- 9.2 The limited Warranty defined in clause 8.1 above is the only express
warranties made to You and is provided in lieu of any express warranties (if
any) published on any website, brochures or documentation by the Licensor.
Except for the limited warranty defined in clause 8.1 above, the Licensor and
its suppliers provide the Materials as is and with all its faults.
10 LIMITATION OF LIABILITY
The Licensor's entire liability under this agreement shall be limited to the
amount actually paid by you for the Materials and for any professional services
11 EXCLUSION OF LIABILITY
- 11.1 In no event shall the Licensor be liable to you for any special,
incidental, indirect or consequential damages, including (but not limited to
damages for loss of business, loss of opportunity, loss of data, loss of
privacy, loss of profits or for any other indirect or consequential loss or
damage) whatsoever arising out of the use of or inability to use the Materials
or arising from any professional services supplied, even if the Licensor has
been made aware of the possibility of such damages.
- 11.2 Nothing in this License Agreement shall exclude or limit the liability of
the Licensor for fraudulent misrepresentation or for death or personal injury
resulting from the negligence of the Licensor.
- 12.1 This License Agreement will terminate automatically if you breach of any
of its terms or if you destroy the Materials and any copies or return the
Materials to the Licensor or your supplier voluntarily.
- 12.2 Upon termination all rights you have to use the Materials will cease and
you must destroy or delete the Materials and all copies from all storage media
in your control.
If any provision of this License Agreement is held invalid, illegal or
unenforceable for any reason by any court of competent jurisdiction such
provision shall be severed and the remainder of the provisions hereof shall
continue in full force and effect as if this License Agreement had been agreed
with the invalid illegal or unenforceable provision eliminated.
14 ENTIRE AGREEMENT
This License Agreement contains the entire Agreement between us relating to the
subject matter and supersedes all proposals, representations, understandings
and prior agreements, whether oral or written, and all other communications
between us relating to that subject matter.
15 GOVERNING LAW AND JURISDICTION
This agreement shall be governed by and construed in accordance with the laws
of England and Wales and the parties submit to the exclusive jurisdiction of
the courts of England and Wales.