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SOFTWARE LICENCE AGREEMENT

    DEFINITION OF CAPITALISED ENTITIES
    PRODUCT - The Software product purchased.
    SUPPLIER - The author/developer of the software.
    CUSTOMER The party purchasing the software licence.
    DISTRIBUTOR Gainsborough Software Ltd
    LICENCE FEE The licence fee paid for use of the product.
    AGREEMENT
  1. The term PRODUCT as used in this Agreement shal include all materials, documents, upgrades and enhancements which are the exclusive property of the SUPPLIER and which are made available to the CUSTOMER by the DISTRIBUTOR.
  2. The DISTRIBUTOR warrants that it is an authorised distributor of the PRODUCT.
  3. The SUPPLIER grants to the CUSTOMER a paid-up non-exclusive, non-transferable licence for the use of the PRODUCT on the machines as detailed on the related invoice. The Licence can be extended to cover additional CUSTOMER hardware or transferred to alternative CUSTOMER hardware on payment of an additional licence fee or an upgrade fee provided the Licence is covered by a current Maintenance and Support Agreement from the DISTRIBUTOR. The CUSTOMER agrees to use the PRODUCT only for the CUSTOMER'S own internal data processing on licenced machines (or on any machine(s) used as a backup during any temporary hardware failure or unavailability). The CUSTOMER will provide a dial-in facility to the DISTRIBUTOR or SUPPLIER as requested for the purpose of verifying active licences.
  4. The PRODUCT constitutes information which is confidential and proprietary to SUPPLIER. All media containing such proprietary information is protected by copyright and trade secret laws and are for the exclusive use of the authorised CUSTOMER as provided in this Agreement. CUSTOMER agrees not to disclose all or any part of the PRODUCT to any third party and to take reasonable precautions to prevent such disclosure.
  5. CUSTOMER shall not make additional copies of all or any part of the PRODUCT except for archival and backup pouposes. PRODUCT documentation may be copied by CUSTOMER for its internal reference only. Further, CUSTOMER shall not amend, alter, modify, make additions to or derive works from any PRODUCT , or reverse engineer, de-compile or disassemble any PRODUCT. CUSTOMER shall not remove any copyright notice, trademark or other proprietary designation from the PRODUCT.
  6. The DISTRIBUTOR believes the information contained in the PRODUCT to be accurate and reliable. However, the DISTRIBUTOR and the SUPPLIER makes no warranty whatsoever as to the merchantability or fitness for any particular purpose of the PRODUCT. The PRODUCT is licenced "As is" hereunder.
  7. DISTRIBUTOR'S and SUPPLIER'S liability under this Agreement shall not exceed the LICENCE FEE paid by the CUSTOMER for the applicable PRODUCT. Not withstanding anything in this Agreement, neither DISTRIBUTOR or SUPPLIER shall be liable for any incidental or consequential damages (including any loss of profits) or any damages due to any use of the PRODUCT by the CUSTOMER, even if the DISTRIBUTOR or SUPPLIER has been advised of such damages.
  8. Any breach of this Agreement by CUSTOMER shall cause the licence granted in paragraph 3 above to terminate. Upon such termination, CUSTOMER will return all PRODUCT materials to DISTRIBUTOR within 10 days if requested by DISTRIBUTOR or SUPPLIER. All other terms of this Agreement shall survive termination of the Licence.
  9. All notices and updates will be sent to the parties at the address listed on the Schedule. The PRODUCT will become inoperable unless CUSTOMER receives periodic updates from DISTRIBUTOR under a separate Maintenance and Support Agreement. CUSTOMER must therefore inform DISTRIBUTOR of any change in the address listed on the Schedule.
  10. This Agreement contains the entire agreement between the parties. There are no representations or warranties except as provided above. This Agreement may only be modified in writing signed by the party to be affected by such modification.
  11. This Agreement will be construed according to the laws of England and Wales.
  12. This Agreement, which is entered into by the DISTRIBUTOR and the CUSTOMER, on behalf of the SUPPLIER, with full knowledge of the aforesaid terms and conditions, becomes effective and binding on all parties only on payment by the CUSTOMER of the LICENCE FEE.