License Agreement
IMPORTANT NOTICE: PLEASE READ CAREFULLY BEFORE DOWNLOADING THE SOFTWARE:
This licence agreement (Licence) is a legal agreement between you (Licensee or you) and Filecats Limited (Licensor, us or we) for:
• Filecats Standard/Professional/Explore/Metadata/Properties computer software , which includes computer software, the data supplied with it, and any associated media, (Software); and
• printed materials and online or electronic documentation (Documentation).
IMPORTANT NOTICE TO ALL USERS:
BY DOWNLOADING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS LICENCE.
IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENCE, DO NOT DOWNLOAD THE SOFTWARE. WE WILL NOT LICENSE THE SOFTWARE AND DOCUMENTATION TO YOU IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENCE.
1. GRANT AND SCOPE OF LICENCE
1.1 In consideration of your agreeing to abide by the terms of this Licence, the Licensor hereby grants to you a non-exclusive, non-transferable licence to use the Software and the Documentation on the terms of this Licence.
1.2 You may:
(a) install and use the Software for your internal business purposes only;
(b) receive and use any free supplementary software code incorporating “patches” and corrections of errors as may be provided by the Licensor (or the maintenance provider) from time to time;
(c) use any Documentation in support of the use permitted under condition 1.1 and make copies of the Documentation as are reasonably necessary for its lawful use.
2. RESTRICTIONS
Except as expressly set out in this Licence or as permitted by any local law, you undertake:
(a) not to copy the Software or Documentation except where such copying is incidental to normal use of the Software or where it is necessary for the purpose of back-up or operational security;
(b) not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Software or Documentation;
(c) not to make alterations to, or modifications of, the whole or any part of the Software nor permit the Software or any part of it to be combined with, or become incorporated in, any other programs;
(d) not to disassemble, decompile, reverse engineer or create derivative works based on the whole, or any part, of the Software nor attempt to do any such things except to the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the Software with another software program, and provided that the information obtained by you during such activities:
(i) is used only for the purpose of achieving inter-operability of the Software with another software program; and
(ii) is not unnecessarily disclosed or communicated to any third party without the Licensor’s prior written consent; and
(iii) is not used to create any software which is substantially similar to the Software;
(e) to keep all copies of the Software secure and to maintain accurate and up-to-date records of the number and locations of all copies of the Software;
(f) to supervise and control use of the Software and ensure that your employees and representatives use the Software in accordance with the terms of this Licence;
(g) to include our copyright notice of the Licensor on all entire and partial copies you make of the Software on any medium;
(h) not to provide, or otherwise make available, the Software in any form, in whole or in part (including, but not limited to, program listings, object and source program listings, object code and source code) to any person [other than your employees] without prior written consent from us;
(i) not, without express authority, to use the Software via any communications network or by means of remote access.
3. INTELLECTUAL PROPERTY RIGHTS
3.1 You acknowledge that all intellectual property rights in the Software and the Documentation throughout the world belong to Filecats Limited, that rights in the Software are licensed (not sold) to you, and that you have no rights in, or to, the Software or the Documentation other than the right to use them in accordance with the terms of this Licence.
3.2 You acknowledge that you have no right to have access to the Software in source code form or in unlocked coding or with comments.
4. LIMITED WARRANTY
4.1 We warrant that:
(a) the media on which the Software is stored and distributed is (at the time it is supplied) free from defects in design, material and workmanship under normal use;
(b) the Software will, when properly used, perform substantially in accordance with the functions described in the Documentation; and
(c) the Documentation correctly describes the operation of the Software in all material respects
for a period of 30 days from the date of supply of the Software (Warranty Period).
4.2 If, within the Warranty Period, you notify the Licensor in writing of any defect or fault in the Software as a result of which it fails to perform substantially in accordance with the Documentation, we will, at our sole option, either repair or replace the Software, provided that you make available all the information that may be necessary to resolve the defect or fault, including sufficient information to enable the defect or fault to be recreated.
4.3 The warranty does not apply:
(a) if the defect or fault in the Software results from you having amended the Software;
(b) if the defect or fault in the Software results from you having used the Software in contravention of the terms of this Licence.
4.4 You acknowledge that the Software may not be free of errors or bugs and you agree that the existence of any minor errors shall not constitute a breach of this Licence.
5. LIMITATION OF LIABILITY
5.1 You acknowledge that the Software has not been developed to meet your individual requirements and that it is therefore your responsibility to ensure that the facilities and functions of the Software as described in the Documentation meet your requirements.
5.2 We only supply the Software and Documentation for internal use by your business, and you agree not to use the Software or Documentation for any re-sale purposes.
5.3 We shall not under any circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Licence for:
(a) loss of profits, sales, business, or revenue;
(b) business interruption;
(c) loss of anticipated savings;
(d) loss or corruption of data or information;
(e) loss of business opportunity, goodwill or reputation; or
(f) any indirect or consequential loss or damage.
5.4 Other than the losses set out in condition 5.3 (for which we are not liable), our maximum aggregate liability under or in connection with this Licence whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to the sum of £1000.00. This maximum cap does not apply to condition 5.5.
5.5 Nothing in this Licence shall limit or exclude our liability for:
(a) death or personal injury resulting from our negligence;
(b) fraud or fraudulent misrepresentation;
(c) any other liability that cannot be excluded or limited by English law.
5.6 This Licence sets out the full extent of our obligations and liabilities in respect of the supply of the Software and Documentation. Except as expressly stated in this Licence, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the supply of the Software and Documentation which might otherwise be implied into, or incorporated in, this Licence whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.
6. TERMINATION
6.1 We may terminate this Licence immediately if you commit a material or persistent breach of this Licence which you fail to remedy (if remediable) within 14 days after the service on you of written notice requiring you to do so.
6.2 Upon termination for any reason:
(a) all rights granted to you under this Licence shall cease;
(b) you must cease all activities authorised by this Licence; and
(c) you must immediately delete or remove the Software from all computer equipment in your possession and immediately destroy or return to the Licensor (at the Licensor’s option) all copies of the Software then in your possession, custody or control and, in the case of destruction, certify to the Licensor that you have done so.
7. COMMUNICATIONS BETWEEN US
Any notice given by you to us, or by us to you, will be deemed received and properly served two days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post. No other form of communicating notice is acceptable.
8. OTHER IMPORTANT TERMS
8.1 You may not transfer your rights or your obligations under this Licence to another party.
8.2 This Licence constitutes the entire agreement between you and us. You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of the us which is not set out in this Licence.
8.3 If we fail to insist that you perform any of your obligations under this Licence, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
8.4 Each of the conditions of this Licence operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.
8.5 This Licence, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.
