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 IT 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 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.

1 DEFINITIONS
"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 licence 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 licence 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 ended.

3 PERMITTED USE

3.1 You must register Your licence and the email addresses for all licensed users with Translution in order to use the Materials. Single or multiple user licences 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 Licence authorises the licensed users to use the Materials on any computer using the email address(es) registered with Translution.
3.1.2 a multiple User Licence authorises 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 majority-owned subsidiaries.
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 copies.

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 Licence Agreement;
4.2 create derivative works based upon the Materials;
4.3 translate, disassemble, decompile, reverse engineer or modify the Materials;
4.4 delete, vary or obscure any proprietary notices on or in the Materials.
4.5 This licence 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 UNDERTAKINGS

6.1 You undertake to ensure that any third party is made aware of the terms of this Licence 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 licence or after its expiry or whether directly or indirectly, to any third party without Licensor's consent.

7 OWNERSHIP
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 user manual 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 MATERIALS.
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 Licensor.

9 DISCLAIMER

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 Licence 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 supplied.

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 Licence 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 TERMINATION

12.1 This Licence 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.

13 SEVERABILITY
If any provision of this Licence 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 Licence Agreement had been agreed with the invalid illegal or unenforceable provision eliminated.

14 ENTIRE AGREEMENT
This Licence 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.