SEMACA LIMITED ("Semaca")
SOFTWARE LICENSE AGREEMENT
Definitions
End User means the individual or company receiving the software and this Agreement.
Licensed Programme(s) means the software supplied to the End User under this agreement and either included within this package or subsequently sent to the End User as an upgrade or amendment in whatever form.
Documentation means all information and data comprising or relating to the Licensed Programmes in any tangible form, whether paper copy, magnetic disk, or otherwise.
Effective Date the date of installation by the End User of the software containing the Licensed Programme(s).
Rights copyright, database right, patents, trade secrets, trade marks, trade names, industrial designs rights of confidentiality and any other intellectual and proprietary rights in any jurisdiction
This agreement entitles the End User to use the Licensed Programme(s) subject to the terms as defined below. This agreement does not enable the End User to use the Licensed Programmes for production purposes or for incorporation in products or services for resale that is not expressly made in writing by Semaca.
In consideration for the mutual covenants set out below, the parties set out above agree as follows:
1. License
Semaca agrees to grant, and the End User agrees to accept a non-transferable, non-exclusive, License to use the Licensed Programme(s) for the Term (as defined below). Semaca shall supply one copy of each Licensed Programme to the End User in machine readable form and, subject to the provisions of this License; the End User may not use, reproduce, sublicense or distribute the Software, in whole or part, other than expressly permitted under a Reseller Agreement entered into in writing between Semaca and the End User.
2. Restrictions on License.
The End User undertakes that, save as permitted by law, it shall not (a) copy the Licensed Programme(s); (b) reverse engineer, decompile, disassemble, vary, adapt, enhance, modify (unless otherwise permitted in writing by Semaca) or archive the Licensed Programme(s); and/or (c) copy any of the Documentation provided to the End User or its employees. The End User may allow a 3rd party to use the Licensed Programme(s) provided that such 3rd party has entered into a License on the same terms as are contained herein.
3. Term of the License
The License is effective from the Effective Date. The License shall terminate immediately in any of the following circumstances; (a) if the End User becomes insolvent or bankrupt, ceases to trade, has a receiver or administrative receiver appointed, passes a resolution for winding up (other than as part of a reconstruction), enters into any voluntary arrangement with its creditors, becomes subject to an administration order or anything equivalent to the foregoing occurs under local or national law; or (b) in the event of a breach by the End User of any term of this License. In the event of termination of this License, the End User shall (unless instructed otherwise in writing by Semaca) immediately destroy the Licensed Programme(s) and the Documentation in its possession or control. Within fourteen days of termination, the End User shall provide written confirmation of compliance with such obligation, and such evidence or further assurance of the same as may reasonably require.
4. Intellectual Property
Subject to existing third party rights, Semaca is and shall remain the owner or, as appropriate, licensee of all Rights in the Licensed Programme(s) and the Documentation and the End User shall not acquire or claim any Rights in the same save as permitted by this Agreement. The End User shall promptly notify Semaca upon becoming aware of any possible infringement of any Rights of Semaca and do or refrain from doing any acts or things as Semaca may reasonably require to protect such Rights.
5. Confidentiality
The terms of any Non Disclosure Agreement which has been executed by Semaca and the End User are incorporated into this Agreement (save that in case of conflict this Agreement shall prevail). Specifically, all information, data, flow charts, architecture, logic diagrams, designs, source code, manuals, drawings, specifications or documentation of whatever nature that Semaca may disclose or provide to the End User from time to time (including without limitation the Licensed Programme(s), Documentation and related material) is proprietary to Semaca and strictly confidential. The End User undertakes to use the same solely in accordance with the provisions of this Agreement and shall not, at any time, either during or after termination of this License, disclose the same (either directly or indirectly) without the express written authority of Semaca. Licensed Programme(s), Documentation and related material may be made available during the course of this Agreement only to those employees of the End User who need to have access to such information and subject always to the confidentiality obligations set out in this clause 5. The End User takes full responsibility for ensuring compliance with the terms of this Agreement (particularly this clause 5) by its employees and the End User will indemnify Semaca for any and all losses, costs, damages and expenses arising from any breach of the terms of this Agreement by any of its employees. For the avoidance of doubt, the obligations contained in this clause 5 shall survive the termination of this agreement. This clause shall not apply to any information which is: (a) available to the public other than because of any breach of this agreement; (b) when it is supplied, already known to the End User in circumstances in which it is not prevented from disclosing it to others; (c) independently obtained by the End User otherwise that in breach of any obligation of confidentiality to Semaca or any third party; or (d) required to be disclosed by law or by any court or tribunal with proper authority to order its disclosure.
6. End User Warranty
The End User warrants that:
It will only use the Licensed Programmes for the lawful use of applications which are in compliance with the laws and regulations of the relevant jurisdictions.
Any use of the Licensed Programmes and any application or other development arising therefrom will not infringe the Rights of any third party and the End User will indemnify and hold harmless Semaca against any claims and costs arising from any allegation of such infringement made
7. Semaca Warranty
Semaca provides no warranties or indemnities of any kind (including without limitation any implied warranties of merchantability, suitability or fitness for a particular purpose) in respect of the Licensed Programme(s) and/or Documentation or as to freedom from error or with regard to their performance, compatibility or suitability in any form to any system, equipment or software of any kind and all such warranties (express or implied) are hereby excluded and all such warranties (express or implied) are hereby excluded. It is the responsibility of the Licensee as a sophisticated user to ensure that the Licensed Programme(s) are suitable for and compatible with any proposed applications.
8. LIMITATION OF LIABILITY
Semaca does not accept liability under or in relation to this Agreement for any loss of profits, loss of revenues, loss of bargain, loss of use of computer equipment or software or data, wasted management or other staff time, or any indirect, special or consequential loss or damage even if such loss was reasonably foreseeable or Semaca was advised of the possibility of such loss. For the avoidance of doubt, nothing in this clause seeks to exclude Semaca's liability for death or personal injury caused by its negligence or liability arising from fraudulent misrepresentation or other liabilities which cannot be excluded under UK law.
9. Severability
If any provision or part of a provision of this Agreement is determined to be invalid or unenforceable under the applicable law, it shall be severed from the remaining provisions hereof, which shall continue to be valid to the fullest extent permitted by law.
10. Third Party Rights
The parties confirm that they do not intend any third party to have any benefit or the right to enforce any provision of this Agreement under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
11. Accrued Rights and Liabilities
Termination of this Agreement will not affect any accrued rights or liabilities which either party may have at the time termination takes effect.
12. No Waiver
Failure or delay in enforcing or partially enforcing any provision of this Agreement will not be construed as a waiver of any of its rights under this Agreement.
13. Governing Law
This Agreement shall be governed by the laws of England and the parties submit to the non-exclusive jurisdiction of the courts of England for the resolution of any disputes arising in relation hereto.
Semaca Limited
212 Piccadilly
London
W1J 9HG
United Kingdom
Phone: +44 20 7917 6216
Fax: +44 1344 204 613
Email: info@semaca.co.uk
Web: http://www.semaca.co.uk//
Semaca Ltd Registered in England and Wales No: 5843169, VAT No: GB 887 6259 58 Registered Office: 18 Saturn Croft, Winkfield Row, Bracknell, Berkshire, RG42 6PA
