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.