infinium software licence

05/03/2004 5:53 PM

THIS SOFTWARE LICENCE (THE “LICENCE”) IS SUPPLEMENTAL TO

THE AGREEMENT FOR THE PURCHASE BY THE USER OF INFINIUM

OPTICAL DIGITAL CONTACT-FREE CONTROLS (THE

“COMPONENT”) AND IS A LEGAL AGREEMENT BETWEEN INFINIUM

TECHNOLOGIES LIMITED (“INFINIUM”) AND THE USER FOR

SOFTWARE CODE FOR USE OF THE COMPONENT (THE

“SOFTWARE”).

BY INSTALLING, COPYING, DOWNLOADING, ACCESSING OR

OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE BOUND BY

THE TERMS OF THIS LICENCE. IF YOU DO NOT AGREE TO THE

TERMS OF THIS LICENCE, YOU SHOULD NOT INSTALL, COPY,

DOWNLOAD, ACCESS OR OTHERWISE USE THE SOFTWARE.

1 Licence

1.1 Infinium Technologies Limited of 16 Cliffe Industrial Estate, South Street, Lewes, East Sussex, BN8 6JL, United Kingdom (“Infinium”) in consideration of the purchase of the Component by the User upon the terms set out in the Component Purchase Agreement (a copy of which is available for inspection on this website) hereby grants to the User a non-transferable and nonexclusive licence to use the Software.

1.2 The User shall have the right to use the Software only to

control/run each Component for which it was issued. The User has

the right to install one copy of the Software in machine readable

form onto other magnetic media for the purpose of back-up. The

User shall not use this backup copy to control/run this or any other

Infinium system.

 

Infinium”) in consideration of the purchase of the Component by

the User upon the terms set out in the Component Purchase

Agreement (a copy of which is available for inspection on this

website) hereby grants to the User a non-transferable and nonexclusive

licence to use the Software.

1.2 The User shall have the right to use the Software only to

control/run each Component for which it was issued. The User has

the right to install one copy of the Software in machine readable

form onto other magnetic media for the purpose of back-up. The

User shall not use this backup copy to control/run this or any other

Infinium system.

2 The User

For the purposes of this Licence a “User” is an end user of the

Software who intends to use the Software in connection with the

operation of the Component and who signifies acceptance of these

terms by clicking on the “I Accept” button at the foot of this

Licence.

 

User” is an end user of the

Software who intends to use the Software in connection with the

operation of the Component and who signifies acceptance of these

terms by clicking on the “I Accept” button at the foot of this

Licence.

3 The Software

3.1 The Software shall comprise a set of processor or programmable

logic readable information for the control and/or operation of the

Component and incorporated user documentation and any further

related material delivered to the User by Infinium.

3.2 The Software, related copyrights, industrial and intellectual

property rights are the property of Infinium and constitute a trade

secret of Infinium. The User acquires no title, right or interest in the

Software other than the rights granted herein.

3.3 The Software is delivered to the User on a confidential basis and the

User shall be responsible for taking all necessary steps to ensure

the continued proprietary and confidentiality of the Software. In

particular, the User shall not disclose or otherwise make available

the Software to a third party, other than the User's employees for

the use permitted under this Licence, without written consent from

Infinium. The User shall not remove or cover any proprietary

trademarks, tradenames, copyright symbols or other logo's and

shall be responsible for their reproduction on any copies made

under this Licence.

3.4 The User shall not modify the Software or incorporate into it any

other software programme without the express permission, in

writing, of Infinium and if permitted, then upon termination of the

Licence the User shall remove the Product from the modified or

other programme(s) and destroy or return the Software(s) to

Infinium.

4 Design Documentation

The User shall have no title, right or interest in the design

documentation of the Software under this Licence. Such

documentation, including programme listings and unpublished

programme data shall not available to the User.

5 Warranty

5.1 Subject to the exception set out in clause 5.2 below Infinium

warrants that:

5.1.1 its title to and property in the Software is free and

unencumbered and that it has the right power and

authority to license the same upon the terms and

conditions of this Licence;

5.1.2 the Software will for a period of three (3) months from

the date of acceptance of this Licence by the User

conform to the specification and shall operate the

Component to the extent set out in such specification.

5.2 Infinium shall have no liability to remedy a breach of warranty

where such breach arises as a result of any of the following

circumstances:

5.2.1 the improper use operation or neglect of the Software;

5.2.2 the modification of the Software or its merger (in

whole or impart) with any other software;

5.2.3 any repair adjustment alteration or modification of the

Software by any person other than Infinium without

Infinium's prior written consent;

5.2.4 use of a version of the Software which is no longer

supported by Infinium; or

5.2.5 failure by the User to implement recommendations in

respect of solutions and faults previously advised by

Infinium.

5.3 Infinium's entire liability and the User’s exclusive remedy shall be

the repair or replacement free of charge of that Software that does

not meet the warranty set out in clause 5.1.

6 Risk

The User shall bear the risk of loss or damage to the Software

whilst under its control throughout the duration of this Licence.

7 Period of Licence

This Licence is effective from the date of receipt of the Software by

the User and remains in force until terminated by Infinium in

accordance with clause 8 below.

8 Termination of the Licence

8.1 This Licence may be terminated by Infinium forthwith by written

notice to the User if either of the following shall occur:

8.1.1 the User commits a material breach of this Licence; or

8.1.2 the User, being a company, shall go into liquidation,

whether compulsory or voluntary (except for the

purposes of any amalgamation or reconstruction) or

have a receiver appointed over any of its assets or

undertakings, or is unable to pay its debts within the

meaning of Section 518 of the Companies Act 1985, or

stops payment or ceases to carry on the whole or

substantially the whole of its business, or, being an

individual, shall commit an act of bankruptcy or

become mentally incapacitated or shall die.

8.2 On termination of this Licence the User shall refrain from further

use of the Software and will destroy, or return to Infinium, all

copies of the Software made under the terms of this Licence. The

provisions of clause 3.3 shall survive the termination of this

Licence.

9 General

Any variation of this Licence must be in writing and signed by or on

behalf of Infinium. The User acknowledges that in agreeing to this

Licence it does not rely on any representation warranty or other

provision except as expressly provided herein. No delay or

omission of either party in exercising any right hereunder shall

impair such right or to be constructed as a waiver thereof.

10 Severability

In the event that any provision of this Licence is held to be illegal,

invalid or unenforceable in any respect by any judicial or other

competent authority under the law of any jurisdiction:

10.1.1 such provision shall, so far as it is illegal, invalid or

unenforceable in any jurisdiction, be given no effect by

the parties and shall be deemed not to be included in

this Licence in such jurisdiction;

10.1.2 the other provisions of this Licence shall be binding on

the parties in such jurisdiction as if such provision

were excluded from this Licence; and

10.1.3 the parties agree to negotiate in good faith to amend

such provision to the extent possible for incorporation

herein in such reasonable manner as most closely

achieves the intention of the parties and without

rendering such provision invalid or unenforceable.

11 Governing Law

The construction and performance of this Licence shall be governed

by English law and the parties submit to the exclusive jurisdiction of

the English courts.