1E Software Agreement
Contents
1. Entire Agreement
Licensee acknowledges that Licensee has read this agreement and understands this agreement (the “Agreement”) is the final, complete and exclusive statement of the entire agreement between 1E Limited and Licensee. This Agreement supersedes any prior and contemporaneous proposals, purchase orders, advertisements, and all other communications in relation to the subject matter of this Agreement, whether oral or written. No terms or conditions, other than those contained in this Agreement, and no other understanding or agreement which in any way modifies these terms and conditions, shall be binding upon 1E Limited unless made by a written agreement, executed by duly authorised representatives of both 1E Limited and Licensee.
2. Licensed Software And Documentation License
2.1. 1E Limited hereby grants Licensee a personal, non-exclusive and non-transferable revocable licence, free of charge, to use the downloaded computer software (the “Licensed Software”) and the associated printed or electronic documentation (the “Documentation”), subject to the limitations set forth in this Agreement (the “Licence”). All right, title and interest to the Licensed Software and the Documentation are, and shall remain, in 1E Limited or 1E Limited’s licensors, as the case may be. Licensee have no right of access to the source code of the Licensed Software. Licensee may not be entitled to updates or upgrades of the Licensed Software or Documentation.
2.2. Licensee may not alter, assign, create derivative works, decompile, disassemble, distribute, lease, modify, reverse engineer, sublicense, transfer or translate in any way the Licensed Software or Documentation which is disclosed or otherwise comes into its possession directly or indirectly as a result of this Agreement and which is of a confidential nature (“Confidential Information”) without the prior written consent of 1E Limited except as strictly necessary to perform its obligations or exercise its rights under this Agreement (except as specifically and expressly provided below for “redistributable files”); provided, however, that Licensee may permanently and simultaneously transfer all of the Licensed Software, Documentation and the Licence if Licensee: a) delivers to the transferee the Licensed Software and Documentation; b) notifies 1E Limited in writing of such transfer; and c) destroys any archival/backup copy. Licensee agrees that the transferee must expressly accept all terms and conditions of this Agreement.
2.3. Licensee MAY NOT COPY the Licensed Software or Documentation (except as specifically and expressly provided below for “redistributable files”); provided, however, that Licensee may make one (1) copy of the Licensed Software and the associated electronic documentation for archival/backup purposes.
2.4. Licensee MAY NOT distribute the Licensed Software, in any format, to other users for development or compiling purposes. In particular, if Licensee creates a control using the Licensed Software as a constituent control.
2.5. This Agreement may be terminated: by either Party upon giving written notice to the other; or if the other party shall commit any act of bankruptcy, shall have a receiving order made against it, shall make negotiations for any composition or arrangement with or assignment for the benefit of its creditors or if the other Party being a body corporate, shall present a petition or have a petition presented by a creditor for its winding up or shall enter into any liquidation (other than for the purpose of reconstruction or amalgamation), shall call a meeting of its creditors, shall have a receiver or all or any of its undertakings or assets appointed, shall be deemed by virtue of section 123 of the Insolvency Act 1986 to be unable to pay its debts or is insolvent, or shall cease to carry on business or in the case of an individual commits any act of bankruptcy or dies or in the case of a partnership is dissolved, or if the other Party undergoes or suffers any analogous acts or proceedings under any foreign law; or if either the Licensed Software or Documentation is used in any way not expressly and specifically permitted by this Licence, then the Licence shall immediately terminate. Upon the termination of the Licence, Licensee shall thereafter make no further use of the Licensed Software or Documentation, and Licensee shall destroy all licensed materials.
3. Confidentiality
Licensee shall keep confidential all documents, materials, software, information or data which is disclosed or made available to Licensee under or pursuant to this Agreement (in whatever form or medium) (collectively “Confidential Information”). Confidential Information shall include but not be limited to all information relating to 1E Limited’s products, software, applications, modules, sub-modules, other software programs and samples, know-how, data, formulae, processes, designs, photographs, drawings, specifications, inventions, and of or relating to the functionality, features, compatibility, errors, performance, speed of execution, architecture and business logic of or connected with any such products or software, and all other technical information of 1E Limited.
Licensee may not disclose or permit the disclosure of any Confidential Information to any other company, firm, individual or other person or entity without the prior written consent of 1E Limited, save that Licensee may however disclose Confidential Information to its employees and officers on a strictly need to know basis. Licensee shall only use the Confidential Information (and any embodiments thereof) to the extent necessary in order to use 1E Limited’s software licensed hereunder and for no other purpose. Licensee may not make any copies of the Confidential Information save to the extent permitted under this Agreement or as otherwise permissible by law. Licensee shall not use the Confidential Information so as to procure any commercial advantage over 1E Limited.
The obligations of confidentiality set out above shall not apply to any information that: (i) Licensee can prove, using written records, was already lawfully in its possession before that information was disclosed by 1E Limited or on 1E Limited’s behalf; (ii) is in or enters the public domain other than as a result of a breach of the License by Licensee or its employees or officers; (iii) Licensee acquires from a third party otherwise than as a result of a breach of an obligation of confidence owed to 1E Limited; or (iv) is required to be disclosed by any applicable law or by order of any court of competent jurisdiction or any government body, agency or regulatory body, in each case to the extent of the disclosure required provided that Licensee shall use all reasonable endeavours to give 1E Limited not less than two (2) business days in writing of such disclosure so that 1E Limited may intervene in response to such order to obtain an appropriate protective court order or other remedy which 1E Limited considers suitable. Licensee shall notify 1E Limited promptly if Licensee becomes aware that any of the Confidential Information falls within the provisions of this paragraph 3.
4. Disclaimer
The Licensed Software and Documentation are provided “as is” and without warranties of any kind either express or implied. To the fullest extent permissible pursuant to applicable law, 1E Limited disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose. 1E Limited does not warrant that the functions contained in the Licensed Software will be uninterrupted or error-free, that defects will be corrected, or that any website or the server or any other media that makes it available are free of viruses or other harmful components. 1E Limited does not warrant or make any representations regarding the use or the results of the use of the Licensed Software or Documentation in terms of their correctness, accuracy, reliability, or otherwise. 1E Limited does not warrant that the Licensed Software will be compatible with all operating systems or other software applications and 1E Limited does not accept liability for any direct, indirect, consequential or incidental loss or damage arising from or relating to the Licensed Software or its testing hereunder howsoever caused, including negligence, provided that nothing in this Agreement shall restrict or limit 1E Limited’s liability for death or personal injury caused by its negligence. The Licensee (and not 1E Limited) assumes the entire cost of all necessary servicing, repair or correction. Applicable law may not allow the exclusion of implied warranties, so the above exclusion may not apply to you.
5. Miscellaneous
This Agreement shall be governed by and construed in accordance with the laws of England and Wales, without giving effect to any principles of conflicts of law. It is irrevocably agreed that the courts of England and Wales shall have exclusive jurisdiction as regards any claim or matter arising out of or in connection with this Agreement. If any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions. This is the entire Agreement between the parties relating to the subject matter herein. Please e-mail us at [email protected]
