Nematrian License Agreement
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License Agreement
NEMATRIAN LIMITED
(“NEMATRIAN” OR THE “LICENSOR”) IS WILLING TO LICENSE THE SOFTWARE IDENTIFIED
BELOW TO YOU (THE “LICENSEE”), AND TO ALLOW YOU TO MAKE USE OF ASSOCIATED
SERVICES IT PROVIDES VIA ITS WEBSITE ONLY UPON THE CONDITION THAT YOU ACCEPT
ALL OF THE TERMS CONTAINED IN THIS LICENSE AGREEMENT (“AGREEMENT”). PLEASE READ
THE AGREEMENT CAREFULLY. BY DOWNLOADING, INSTALLING AND/OR MAKING USE OF THIS
SOFTWARE, YOU ACCEPT THE TERMS OF THE AGREEMENT. IF THE LICENSEE DOES NOT AGREE
TO ALL OF THE TERMS OF THIS AGREEMENT, THE LICENSEE MUST NOT INSTALL OR USE ANY
OF THE SOFTWARE DEVELOPED BY NEMATRIAN.
1. DEFINITIONS
“Licensor” means Nematrian Limited except under the following circumstances:
(i) if Licensee acquired the Software and Associated Services as a bundled
component of a third party product or service, then such third party shall be
Licensor; and (ii) if any third party software is included as part of the
default installation and no License is presented for acceptance the first time
that third party software is invoked, then the use of that third party software
shall be governed by this Agreement, but the term “Licensor”, with respect to
such third party software, shall mean the manufacturer of that software and not
Nematrian. With the exception of the situation described in (ii) above, the use
of any included third party software product shall be governed by the third
party's License agreement and not by this Agreement, whether that License
agreement is presented for acceptance the first time that the third party
software is invoked, is included in a file in electronic form, or is included
in the package in printed form. If more than one License agreement was provided
for the Software and Associated Services, and the terms vary, the order of
precedence of those License agreements is as follows: a signed agreement, a License
agreement available for review on the Nematrian website, a printed or
electronic agreement that states clearly that it supersedes other agreements, a
printed agreement provided with the Software and Associated Services, an
electronic agreement provided with the Software and Associated Services.
“Software” means “Client-side Software” and “Server-side Software”.
“Client-side Software” means any software or other material downloadable from
Nematrian websites, any other related machine readable materials (including,
but not limited to, libraries, source files, header files, and data files), any
updates or error corrections to the above provided by Nematrian, and any
associated user manuals, programming guides and other documentation provided to
you by Nematrian under this Agreement.
“Server-side Software” means any software on Nematrian servers accessible by
third parties via the Nematrian website.
“Associated Services” means any automated service (i.e. not including
consultancy services) provided by Nematrian that makes use of the Software or
that is otherwise provided by Nematrian servers, including static and
interactive pages and web services accessible to users via these pages.
“Content” means all information (such as data files, written text, computer
software, music, audio files or other sounds, photographs, videos or other
images) that you may have access to as part of, or through your use of, the
Software and Associated Services. The rights granted herein are limited to
Nematrian’s intellectual property rights in the Software and Associated
Services and do not include any other patent or intellectual property rights.
“Programs” mean applications that access web services provided by Nematrian
servers. You may own the media on which Programs are recorded but Nematrian
retains ownership of the Software.
2. LICENSE TO USE
Nematrian grants you a non-exclusive, non-transferable, limited license to:
(i)
reproduce and use internally Client-side Software and to use Server-side
Software complete and unmodified for the sole purpose of designing, developing,
running and testing Programs. This License does not entitle the Licensee to
receive from the Licensor hard-copy documentation, technical support or
telephone assistance; and
(ii) to
reproduce and distribute Programs that use the Software, provided that (i) you
distribute Client-side Software complete and unmodified and only bundled as
part of, and for the sole purpose of running, your Programs, (ii) you do not
distribute copies of Server-side Software or its source code irrespective of
how you obtained copies of either, (iii) the Programs add significant and
primary functionality to the Software, (iv) you do not distribute additional
software intended to replace any component(s) of the Software, (v) you do not
remove or alter any proprietary legends or notices contained in the Software,
(vi) you only distribute the Software subject to a license agreement that
protects Nematrian's interests consistent with the terms contained in this
Agreement, and (vii) you agree to defend and indemnify Nematrian and its
licensors from and against any damages, costs, liabilities, settlement amounts
and/or expenses (including lawyers’ and attorneys' fees) incurred in connection
with any claim, lawsuit or action by any third party that arises or results
from the use or distribution of any and all Programs and/or Software.
3. RESTRICTIONS
Except as otherwise expressly permitted in this Agreement, you agree:
(i) to
use the Software and Associated Services only for purposes that are permitted
by (a) this Agreement and (b) any applicable law, regulation or generally
accepted practices or guidelines in relevant jurisdictions;
(ii) not
to engage in any activity that interferes with or disrupts the Software and
Associated Services (or the servers and networks used to provide these
services);
(iii)
not to use the Software or Associated Services to gain or try to gain
unauthorized access to any service, data, account or network by any means;
(iv) not
to decompile, disassemble, reverse engineer, or otherwise attempt to derive the
source code from the Software (except to the extent applicable laws
specifically prohibit such restriction). Software may contain source code that,
unless expressly licensed for other purposes, is provided solely for reference
purposes pursuant to the terms of this Agreement. Source code may not be
redistributed unless expressly provided for in this Agreement. Any attempt to
do so is a violation of the rights of Nematrian and/or its licensors. If you breach
this restriction, you may be subject to prosecution and damages;
(v) not
to use, create or refine software designed to circumvent human viewing of
Nematrian log-in pages, unless otherwise agreed with Nematrian;
(vi) not
to rent, lease, lend, redistribute or sublicense the Software. You may,
however, make a one-time permanent transfer of all of your license rights to
the Software to another party provided that: (a) you do not retain any copies
of the Software, full or partial, including copies stored on a computer or
other storage device; and (b) the party receiving the Software reads and agrees
to accept the terms and conditions of this License;
(vii)
the Software is confidential and copyrighted. Title to the Software and all
associated intellectual property rights is retained by Nematrian and/or its
licensors. By storing content on a Nematrian server using the Software you are
making a digital copy. In some jurisdictions, it is unlawful to make digital
copies without prior permission from the rightsholder. The Software may be used
to reproduce materials so long as such use is limited to reproduction of
non-copyrighted materials, materials in which you own the copyright, or
materials you are authorized or legally permitted to reproduce;
(viii)
that you are solely responsible for (and that Nematrian has no responsibility
to you or any third party for) any breach of your obligations under this
Agreement and for the consequences (including any loss or damage that Nematrian
may suffer) of any such breach;
(ix) no
right, title or interest in or to any trademark, service mark, logo or trade
name of Nematrian and/or its licensors is granted under this Agreement. You may
make copies of Client-side Software stored on your computer(s) in
machine-readable form for backup purposes only, provided that any backup copy
must include all copyright or other proprietary notices contained on the
original. This License does not grant you any rights to use Nematrian
proprietary interfaces and other intellectual property in the design,
development, manufacture, licensing or distribution of third party devices and
accessories for use with the Software except as set out in this Agreement; and
(x) not
share your Nematrian User ID(s) and User Password(s) (or other identifiers that
Nematrian uses to differentiate your use of its site from use by others) with
anyone else. You acknowledge and agree that Nematrian is not liable for any
loss or damage that may be incurred by you or anyone else as a result someone
else accessing your personal information or other data you may have loaded onto
the Nematrian website because you have shared your Nematrian User ID(s) or User
Password(s) with others or because you have accessed the Nematrian website
using a computer or other device on which there is spyware or other software
that is monitoring your interaction with the website in ways that you do not
wish to happen.
4. ACCEPTANCE OF TERMS
In order to use the Software you must first agree to the terms and conditions
set out in this Agreement. You may not use the Software if you do not accept
these terms and conditions. You can accept these terms and conditions either by
clicking to accept or agree the terms and conditions, where this option is made
available to you by Nematrian in the user interface for any Software element,
or by actually using the Software.
5. PROVISION OF SOFTWARE
Nematrian is constantly innovating in order to provide the best possible
experience for its users. You acknowledge and agree that the form and nature of
the Software and Associated Services that Nematrian provides may change from
time to time without prior notice to you. As part of this continuing
innovation, you acknowledge and agree that Nematrian may stop (permanently or
temporarily) providing the Software or Associated Services to you or users
generally at Nematrian’s sole discretion, without prior notice to you.
6. HIGH RISK ACTIVITIES
YOU ACKNOWLEDGE THAT THE LICENSED SOFTWARE IS NOT DESIGNED OR INTENDED FOR USE
IN THE DESIGN, CONSTRUCTION, OPERATION OR MAINTENANCE OF NUCLEAR FACILITIES,
AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL SYSTEMS, LIFE
SUPPORT MACHINES OR OTHER EQUIPMENT IN WHICH THE FAILURE OF THE SOFTWARE OR
UPDATES COULD LEAD TO DEATH, PERSONAL INJURY, OR PHYSICAL, FINANCIAL OR
ENVIRONMENTAL DAMAGE. NEMATRIAN DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF
FITNESS FOR SUCH USES.
7. DISCLAIMER OF
WARRANTIES
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SOFTWARE IS AT YOUR SOLE
RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY
AND EFFORT IS WITH YOU. INSTALLATION OF THIS SOFTWARE MAY AFFECT THE USABILITY
OF THIRD PARTY SOFTWARE. EXCEPT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
LAW, THE SOFTWARE IS PROVIDED "AS IS", WITH ALL FAULTS AND WITHOUT
WARRANTY OF ANY KIND, AND NEMATRIAN HEREBY DISCLAIMS ALL WARRANTIES AND
CONDITIONS WITH RESPECT TO THE SOFTWARE, EITHER EXPRESS, IMPLIED OR STATUTORY,
INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF
MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE,
OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS.
NEMATRIAN DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE
SOFTWARE, THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR
REQUIREMENTS, THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR
ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED. NO ORAL OR
WRITTEN INFORMATION OR ADVICE GIVEN BY NEMATRIAN OR A NEMATRIAN AUTHORIZED
REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE SOFTWARE PROVE DEFECTIVE,
YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR
LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OF THE ABOVE
EXCLUSIONS AND LIMITATIONS MAY NOT BE APPLICABLE TO YOU.
8. LIMITATION OF
LIABILITY
TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL NEMATRIAN BE LIABLE FOR
PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES
WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF REVENUE, LOSS OF
PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR
LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SOFTWARE,
HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR
OTHERWISE) AND EVEN IF NEMATRIAN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. In no event will Nematrian's liability to you, whether in contract,
tort (including negligence), or otherwise, exceed the greater of £1 and the
amount paid by you for Software under this Agreement. Some jurisdictions do not
allow the limitation of liability for personal injury, or of incidental or
consequential damages, so some of the above limitations may not be applicable
to you. The foregoing limitations will apply even if the above stated warranty
fails of its essential purpose.
9. TERMINATION
This Agreement is effective until terminated. You may terminate this Agreement
at any time by destroying all your copies of Client-side Software. This
Agreement will terminate immediately without notice from Nematrian if you fail
to comply with any provision of this Agreement. Either party may terminate this
Agreement immediately should the Software or any part of it become, or in
either party's opinion be likely to become, the subject of a claim of
infringement of any intellectual property right. Upon Termination, you shall
cease all use of the Software.
10. TRADEMARKS AND LOGOS
You acknowledge and agree as between you and Nematrian that Nematrian owns all
Nematrian-related trademarks, service marks, logos and other brand designations
("Marks"), and you agree to comply with any Nematrian Trademark and
Logo Usage Requirements set out on the Nematrian website. Any use you make of
the Marks inures to Nematrian's benefit. The Software is protected by copyright
and other intellectual property laws and by international treaties.
11. THIRD PARTY CODE
Additional copyright notices and license terms applicable to portions of the
Software may be set out on the Nematrian website. In addition to any terms and
conditions of any third party license identified there, whether open-source,
freeware or otherwise, the disclaimer of warranty and limitation of liability
provisions in paragraphs 7 and 8 of the License Agreement shall apply to all
Software in this distribution.
12. PRIVACY AND YOUR
PERSONAL INFORMATION
You agree to the use of your personal information in accordance with the
Nematrian privacy policy, viewable at Nematrian
Privacy Policy. This policy
explains how Nematrian treats your personal information and protects your
privacy when you use the Software and Associated Services. If you provide to or
store on Nematrian websites personal data (including sensitive personal data)
on behalf of others then you acknowledge and confirm that you have obtained
their consent to Nematrian holding and potentially processing and accessing
this data, that you can give consent on that person’s behalf to the processing
of personal data (including sensitive personal data) and that you can receive
on that person’s behalf any data protection notices.
13. CONTENT IN THE
SOFTWARE AND OTHER ASSOCIATED SERVICES
You acknowledge and agree that all Content is the sole responsibility of the
person from which such Content originated. You acknowledge and agree that
Content presented to you as part of the Software and Associated Services,
including but not limited to advertisements and sponsored Content, may be
protected by intellectual property rights that are owned by the sponsors or
advertisers who provide that Content to Nematrian (or by other persons on their
behalf). You may not modify, rent, lease, sell, distribute or create derivative
works based on this Content (either in whole or in part) unless you have been
specifically told that you may do so by Nematrian or by the owners of that
Content, in a separate agreement. Nematrian reserves the right (but shall have
no obligation) to pre-screen, review, flag, filter, modify, refuse or remove
any or all Content from any Software or Associated Services. You understand
that by using the Software and Associated Services you may be exposed to
Content that you may find offensive, indecent or objectionable and that, in
this respect, you use the Software and Associated Services at your own risk.
You agree that you are solely responsible for (and that Nematrian has no
responsibility to you or any third party for) any Content that you create,
transmit or display while using the Software or Associated Services and for the
consequences of your actions (including any loss or damage that Nematrian may
suffer) by doing so.
14. ADVERTISEMENTS
You acknowledge and agree that Nematrian may benefit from advertising revenue
and that the Software and Associated Services may display advertisements and
promotions. These advertisements may be targeted to the content of information
stored in the Software and Associated Services, or to queries made through the
Software or Associated Services or other information. The manner, mode and
extent of advertising by Nematrian on the Software and Associated Services are
subject to change without specific notice to you. Some of the Software and
Associated Services may be made available to you without charge. In
consideration for Nematrian granting you access to and use of these parts of
the Software and Associated Services, you agree that Nematrian may place such
advertising on the Software and Associated Services and may also collect
information relating to you (including personal information) which may
influence the Advertisements shown to you as you make use of the Software and
Associated Services. Some of the Software and Associated Services may be
available only to certain users who have previously agreed to pay Nematrian
fees for such availability. Additional terms and conditions on which Nematrian
makes available these parts of the Software and Associated Services to these
users are governed by separate supplemental agreements between the users
concerned and Nematrian.
15. OTHER CONTENT
The Software and Associated Services may include hyperlinks to other websites
or content or resources. You acknowledge that Nematrian may have no control
over any websites or resources that are provided by companies or persons other
than Nematrian. You acknowledge and agree that Nematrian is not responsible for
the availability of any such external sites or resources and does not endorse
any advertising, products or other material available from such websites or
resources. You acknowledge and agree that Nematrian is not liable for any loss
or damage that may be incurred by you as a result of the availability of those
external sites or resources, or as a result of any reliance placed by you on
the completeness, accuracy or existence of any advertising, products or other
material on, or available from, such websites or resources.
16. SEVERABILITY
If any provision of this Agreement is held to be unenforceable, this Agreement
will remain in effect with the provision omitted, unless omission would
frustrate the intent of the parties, in which case this Agreement will
immediately terminate.
17. INTEGRATION
This Agreement is the entire agreement between you and Nematrian relating to
its subject matter. It supersedes all prior or contemporaneous oral or written
communications, proposals, representations and warranties and prevails over any
conflicting or additional terms of any quote, order, acknowledgment, or other
communication between the parties relating to its subject matter during the
term of this Agreement. No modification of this Agreement will be binding,
unless in writing and signed by an authorized representative of each party. It
is important that you take the time to read this Agreement carefully.
18. THIRD PARTIES
Sometimes, when you use the Software and Associated Services you may (as a
result of or through your use of the Software and Associated Services) use a
service or download a piece of software, or purchase goods, which are provided
by another person or company. Your use of these other services, software or
goods may be subject to separate terms between you and the company or person
concerned. If so, this Agreement does not affect your legal relationship with
these other companies or individuals. The parties do not intend that any term
of this Agreement shall be enforceable solely by virtue of the Contracts
(Rights of Third Parties) Act 1999 by any person who is not a party to this
Agreement.
19. NOTICES, RIGHTS AND
CHANGES TO TERMS
You agree that Nematrian may provide you with notices, including those
regarding changes to this Agreement, by email, normal post or postings on the
Software or Associated Services. You agree that Nematrian may make changes to
this Agreement from time to time. When these changes are made, Nematrian will
make a new copy available at http://www.nematrian.com/LicenseAgreement.aspx.
You understand and agree that if you use the Software or Associated Services
after the date on which the terms have changed then Nematrian will treat your
use as acceptance of the updated terms and conditions. You agree that if
Nematrian does not exercise or enforce any legal right or remedy that is
contained in this Agreement (or which Nematrian has the benefit of under any
applicable law), this will not be taken to be a formal waiver of Nematrian’s
rights and that those rights or remedies will still be available to Nematrian.
20. ASSIGNMENT
You may not assign this Agreement nor any of its rights or obligations
hereunder nor sub-license the use (in whole or in part) of the Software without
the prior consent of the Licensor.
21. GOVERNING LAW
This Agreement is governed by and interpreted in accordance with English law.
Any disputes or claims relating to this Agreement shall be subject to the
exclusive jurisdiction of the English Courts.
For inquiries please contact:
Licensing Officer
Nematrian Limited
c/o Unit 24, Capital Business Centre
22 Carlton Road
South Croydon
Surrey CR2 0BS
United Kingdom
Version dated 29 September 2017