END USER LICENCE AGREEMENT
FOR
SHARPCAM SOFTWARE
FROM
SHARPCAM LIMITED

 

IMPORTANT- PLEASE READ CAREFULLY:

 

This End User Licence Agreement ("the Agreement") is a legal agreement between you (either an individual or a corporate entity) ("the Licensee") and SharpCam Limited ("the Licensor"), company number 06692945, for the Licensed Materials. By installing, copying, or otherwise using the Licensed Materials, you agree to be bound by the terms of this Agreement and the Terms and Conditions.

 

THE PARTIES AGREE AS FOLLOWS:

 

1.      DEFINITIONS

 

1.1               In this Agreement, the following expressions shall have the meanings stated unless the context otherwise requires:

 

"Activation Date" means the date on which the Licensed Software is activated by the Licensee;

 

"Demonstration Release" means the demonstration version of the Licensed Software more particularly described at clause 2;

 

"Documentation" means the instruction manuals, user guides and other information to be made available from time to time during this Agreement by the Licensor at its discretion, in either printed or machine readable form;

 

"Full Release" means the fully functional version of the Licensed Software more particularly described at clause 2;

 

"Licence Fee" means the fee(s) payable by the Licensee to the Licensor for licensing the Licensed Software as displayed on the Website from time to time;

 

"Licensed Machinery" means a single computer or device for which the Licence Fee has been paid in full;

 

"Licensed Materials" means the Licensed Software and the Documentation;

 

"Licensed Software" means the CAD/CAM software in object code form available to license from the Website as a Full Release, Trial Release or Demonstration Release, including any Update;

 

"Specifications" means the minimum hardware and operating system specifications that are required in order to run and operate the Licensed Software, as published by the Licensor on the Website from time to time;

 

"Terms and Conditions" means the Licensor’s terms and conditions which govern the use of the Website;

 

"Trial Period" means the period in which the Licensee may Use the Trial Version as agreed with the Licensor;

 

"Trial Release" means the trial version of the Licensed Software more particularly described at clause 2.2.

 

"Update" means any upgraded, improved, modified or corrected version of the Licensed Software or Documentation from time to time issued or made available by the Licensor (including any self-updating Licensed Software), which shall considered part of the Licensed Software and be subject to the terms of this Agreement (unless this Agreement shall be at any time superseded by a further end user licence agreement accompanying such Update);

 

"Use" means (a) utilisation of the Licensed Software by copying, transmitting or loading the same onto the temporary memory of Licensed Machinery for the processing of the instructions or statements contained in such Licensed Software; (b) copying the Licensed Software solely for back-up or archive purposes, provided that no more than one back-up copy will be in existence under this Agreement at any one time without the prior written consent of the Licensor. Any such back-up copy shall be in all respects subject to the terms and conditions of this Agreement and shall be deemed to form part of the Licensed Software; and (c) utilising (but not copying) the Documentation; and

 

"Website" means the Licensor’s website, www.sharpcam.co.uk.

 

 

2.      GRANT OF LICENCE & LICENCE FEE

 

2.1       The Licensor, in consideration of the payment of the Licence Fee (where applicable), hereby grants to the Licensee a non-exclusive, non-transferable, terminable licence to Use the Licensed Software and the Documentation solely in the ordinary course of its own business.

 

2.2       The Licence Fee (where applicable) shall be payable to the Licensor by the Licensee prior to the delivery of the relevant activation code for the Licensed Software.

 

3.      SOFTWARE RELEASES

 

The Licensed Software may be licensed as a Full Release, Trial Release or Demonstration Release and the terms of this Agreement apply equally to each version except as otherwise stated:

 

Full Release

 

The Full Release is the fully functional version of the Licensed Software with the technical support and upgrade features set out at clause 4.

 

Trial Release

 

The Trial Release contains all of the functionality of the Full Release but the Licensee’s rights to Use the Trial Release are limited to the Trial Period. At the end of the Trial Period, the Licensed Software will cease to function and the Licensee will be given the option to license the Full Release.

 

The Licensee may Use the Trial Release for evaluation purposes only. The Licensee may not distribute any of the files provided with the Trial Release of the Licensed Software to any third party in any form or manner whatsoever. The Trial Release has the technical support features set out at clause 4.

 

Demonstration Release

 

The Demonstration Release is based upon the Full Release but has limited features and functionality. The purpose of the Demonstration Release is to demonstrate some of the Licensed Software’s functions and capabilities to the Licensee to enable the Licensee to decide whether he wishes to license the Trial Release or the Full Release. The Demonstration Release must not be used for any other purpose. The Demonstration Release has the technical support features set out at clause 4.

 

4.      TECHNICAL SUPPORT & UPGRADES

 

The Full Release, Trial Release or Demonstration Release have the technical support and upgrade features as set out in this clause 4:

 

Full Release

 

4.1        For a period of 365 days from the Activation Date:

 

4.1.1          the Licensee shall automatically receive all Updates free of charge;

 

4.1.2          the Licensee shall be entitled to download bug fixes and related information from the Website free of charge; and

 

4.1.2          the Licensor shall use reasonable endeavours to provide all appropriate technical support by email and, for the avoidance of doubt, technical support shall not be provided by any means other than email.

 

4.2        At any time after the expiry of the period referred to at clause 4.1:

 

4.2.1          the Licensee shall not be entitled to receive Updates or download bug fixes and related information free of charge;

 

4.2.2          the Licensee shall be entitled to order and download Updates from the Website at such cost to the Licensee as may be notified by the Licensor from time to time;

 

4.2.3          subject to clause 4.3, the Licensee shall be entitled to download bug fixes and related information at such cost to the Licensee as may be notified by the Licensor from time to time; and

 

4.2.4          the provision of technical support by the Licensor shall be at the sole discretion of Licensor, except where the Licensee has downloaded the latest Update, in which event technical support will be provided in accordance with clause 4.1.2.

 

4.3       For the avoidance of doubt, bug fixes and related information shall only be made available to the latest version of the Update. If a Licensee wishes to obtain bug fixes and related information at any time after the expiry of the period referred to at clause 4.1, he must first download the latest Upgrade.

 

Trial Release

 

4.4       The provision of technical support by the Licensor for the Trial Release shall be at the sole discretion of Licensor. No bug fixes or related information shall be available for the Trial Release.

 

Demonstration Release

 

4.5       The provision of technical support by the Licensor for the Demonstration Release shall be at the sole discretion of Licensor. No bug fixes or related information shall be available for the Demonstration Release.

 

5. INTELLECTUAL PROPERTY RIGHTS & RESTRICTIONS ON USE

 

5.1       The Licensee acknowledges that the Licensed Materials contain confidential information of the Licensor and its suppliers and that any and all of the copyright, trade marks, trade names, patents and other intellectual property rights subsisting in, or used in connection with, the Licensed Materials are and shall remain the sole property of the Licensor and its suppliers. The Licensee agrees to immediately notify the Licensor of any actual or suspected infringement of its intellectual property rights and the Licensee further agrees not to use any of the Licensor's trade marks or trade names as any part of the name under which the Licensee conducts its business. The Licensee may transfer the Licensed Software to a single hard disk provided that the Licensee keeps the original solely for backup or archival purposes. The Licensee must reproduce and include the relevant copyright notice on any such copy.

 

5.2        The Licensee shall not:

 

5.2.1          make back-up copies of the Licensed Materials except in accordance with this Agreement;

 

5.2.2          reverse compile, reverse engineer, translate, disassemble, vary, modify, copy or adapt the whole or any part of the Licensed Software;

 

5.2.3          separate the component parts of the Licensed Software for use on more than one computer;

 

5.2.4          copy the Documentation in whole or in part;

 

5.2.5          assign, transfer, sell, lease, rent, charge or otherwise deal in or encumber the Licensed Materials or use the Licensed Materials on behalf of any third party or make available to any third party;

 

5.2.6          remove or alter any copyright, or other proprietary notice, on any of the Licensed Materials;

 

5.2.7          make the Licensed Materials accessible by any type of broadcast or transmission;

 

5.2.8          use the Licensed Materials to attract customers away from the Licensor or to procure commercial advantage over the Licensor or to use it in any other way which is likely to be detrimental to the Licensor or its business;

 

5.2.9          enable a third party to do any of the acts set out in this clause 5.2; and

 

5.2.10      use the Licensed Materials on a rental or timesharing basis or to operate a service bureau facility for the benefit of third-parties.

 

5.3        The Licensee shall:

 

5.3.1          keep confidential the Licensed Materials and limit access to the same to those of its employees, agents and sub-contractors who have a need to know or who are engaged in the use of the Licensed Materials;

 

5.3.2          reproduce on any copy (whether in machine readable or human readable form) of the Licensed Software, the Licensor's copyright and trade mark notices;

 

5.3.3          maintain accurate and up-to-date records of the number and location of any back-up copy of the Licensed Materials;

 

5.3.4          supervise and control use of the Licensed Materials in accordance with the terms of this Agreement; and

 

5.3.5          within fourteen (14) days after the date of termination or discontinuance of this Agreement, for whatever reason, destroy the Licensed Software and all Updates, in whole and in part, in any form including partial copies or modifications received from the Licensor or made in connection with this Agreement, together with all Documentation, and the Licensor shall have the right to enter the Licensee’s premises, with the prior written consent of the Licensee, to procure immediate possession.

 

6. CONFIDENTIAL INFORMATION

 

6.1       If, during the performance of its obligations under this Agreement, either party ("the Receiving Party") is exposed to any information of the other ("the Disclosing Party") which the Disclosing Party identifies as being of a confidential or sensitive nature, the Receiving Party shall respect the confidentiality of such information and will not use it save insofar as its use is necessary in the performance of its obligations under this license and the Receiving Party shall restrict dissemination of such information to its employees on a need-to-know basis.

 

6.2       The obligations accepted by the Receiving Party under Clause 6.1 above shall not apply to any material which:

 

6.2.1          is already known to the Receiving Party; or

 

6.2.2          is public knowledge or enters the public domain without fault on the Receiving Party's part; or

 

6.2.3          is lawfully received from a third party; or

 

6.2.4          is ordered to be disclosed by a court or other tribunal of competent jurisdiction.

 

6.3       The obligations upon the Receiving Party under Clause 6.1 shall not oblige the Receiving Party to exercise a higher degree of care towards the Disclosing Party's confidential information than it does towards its own information of a like nature.

 

7. WARRANTIES & LIMITATION OF LICENSOR'S LIABILITY

 

THE LICENSEE’S ATTENTION IS IN PARTICULAR DRAWN TO THE PROVISIONS OF THIS CLAUSE 7.

 

7.1       The Licensee acknowledges that the Licensed Materials may not be error-free and agrees that the existence of such errors shall not constitute a breach of this Agreement.

 

7.2       In the event that the Licensee discovers a material error with the Licensed Software which substantially affects the Licensee's use of the same and notifies the Licensor of the error within ninety (90) days from the date of the first use of the Licensed Software (the "Warranty Period"), the Licensor shall use all reasonable endeavours to correct by patch or new release that part of the Licensed Software which does not so comply, provided that such non-compliance has not been caused by any modification, variation or addition to the Licensed Software not performed by the Licensor or caused by its incorrect use, abuse or corruption of the Licensed Software or by use of the Licensed Software with other licensed software or on equipment with which it is incompatible.

 

7.3       To the fullest extent permitted by law, the Licensor disclaims all other warranties with respect to the Licensed Materials, either express or implied, including, but not limited to, any implied warranties or terms and conditions of satisfactory quality or fitness for any particular purpose. Specifically, the Licensor does not warrant that the functions mentioned in the Licensed Software will meet the Licensee's individual needs or requirements.

 

7.4       The Licensor shall not be liable to the Licensee for any loss or damage whatsoever or howsoever caused arising directly or indirectly in connection with this Agreement, the Licensed Materials, their use or otherwise, except to the extent that such liability may not be lawfully excluded under the applicable law.

 

7.5       Notwithstanding the generality of clause 7.4 above, the Licensor expressly excludes liability for indirect, special, incidental or consequential loss or damage which may arise in respect of the Licensed Materials, their use, or in respect of other equipment or property, or for loss of profit, business, revenue, goodwill or anticipated savings.

 

7.6       The Licensor expressly excludes liability for any loss or damage whatsoever or howsoever caused where:

 

7.6.1 the Licensee’s equipment or machinery does not conform with the Specifications; and/or

 

7.6.2 the Licensee has not received or downloaded the latest Update available to it.

 

7.7       If we are in breach of this Agreement, we will only be responsible for any losses that you suffer as a result to the extent that they are a foreseeable consequence to both you and us at the time you entered into this Agreement. In the event that any exclusion contained in this Agreement shall be held to be invalid for any reason and the Licensor becomes liable for loss or damage that may lawfully be limited, such liability shall be limited to the Licence Fee paid by the Licensee under this Agreement.

 

7.8       The Licensor shall not be liable for death or personal injury save to the extent only that the same arises as a result of the negligence of the Licensor, its employees, agents or authorised representatives.

 

8. FORCE MAJEURE

 

The Licensor shall be under no liability to the Licensee in respect of anything which may constitute breach of this Agreement arising by reason of force majeure, where such event is beyond that party's reasonable control.

 

9. TERM AND TERMINATION

 

9.1       This Agreement shall commence on the date hereof and shall continue until terminated in accordance with this clause or as otherwise provided in this Agreement.

 

9.2               The Licensor may, by notice in writing to the Licensee, terminate this Agreement if:

 

9.2.1    the Licensee is in breach of any term, condition or provision of this Agreement or required by law and fails to remedy such breach (if capable of remedy) within thirty (30) days of having received written notice from the Licensor specifying such breach; or

 

9.2.2    the Licensee ceases to carry on business or a substantial part thereof or enters into liquidation (whether compulsory or voluntary) other than for the purpose of amalgamation or reconstruction or compounds with its creditors generally or has a receiver or manager or administrator appointed over all or any part of its assets or becomes unable to pay its debts as they fall due.

 

9.3               Upon termination, the Licensee shall continue to comply with its confidentiality obligations under this Agreement together with any other provisions of this Agreement which are intended (expressly or by implication) to continue on force after such termination.

 

9.4               Termination, howsoever or whenever occasioned, shall be without prejudice to any other rights and remedies the Licensor may have under this Agreement or under law.

 

10                ASSIGNMENT

 

The Licensee shall not assign or otherwise transfer all or any part of the Licensed Materials or this Agreement without the prior written consent of the Licensor.

 

11                WAIVER

 

No delay, neglect or forbearance on the part of either party in enforcing its rights or any of them against the other shall be construed as a waiver or in any way prejudice any of its rights hereunder.

 

12                HEADINGS

 

The headings of the terms and conditions herein contained are inserted for convenience or reference only and are not intended to be part of or to affect the meaning or interpretation of any of the terms and conditions of this Agreement.

 

13                SEVERABILITY

 

In the event that any of these terms and conditions or provisions shall be determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such terms, condition or provision shall to that extent be severed from the remaining terms, conditions and provisions which shall continue to be valid to the fullest extent permitted by law.

 

14                LAW

 

This Agreement shall be governed by and construed in accordance with the laws of England and shall be subject to the jurisdiction of the English Courts.

 

15                NOTICES

 

Any notice, instruction or other document to be given by either party to the other hereunder may be left at or sent by pre-paid post or confirmed facsimile transmission (as appropriate) to the address specified by either party to the other for such purpose.

 

16                ENTIRE AGREEMENT

 

Without prejudice to the Terms and Conditions, this Agreement supersedes all prior agreements and arrangements of whatever nature and sets out the entire agreement and understanding between the parties relating to its subject matter. Nothing in this clause shall relieve either party of liability for fraudulent misrepresentations and neither party shall be entitled to any remedy for either any negligent or any innocent misrepresentation except to the extent (if any) that a court or arbitrator may allow reliance on the same as being fair and reasonable.

 

 

17                MATERIAL ON WEBSITE

 

If anything displayed or published on the Website from time to time conflicts with any provision(s) of this Agreement and/or the Terms and Conditions, the relevant provision(s) of this Agreement and/or the Terms and Conditions (as the case may be) shall prevail.

 

 

All Licensees must accept this Agreement and the Terms and Conditions prior to installing, examining or using the Licensed Software.