Binary EULA Version:1.4
CAMBRIDGE FLOW SOLUTIONS SOFTWARE END-USER LICENCE AGREEMENT (EULA)
Binary Version
IMPORTANT: THIS END USER LICENCE AGREEMENT (or "EULA") IS A LEGAL AGREEMENT BETWEEN THE PERSON, COMPANY, OR ORGANISATION THAT HAS LICENSED THIS SOFTWARE ("YOU" OR "CUSTOMER") AND CAMBRIDGE FLOW SOLUTIONS LTD. (or "CFS"). BY INSTALLING AND USING THE SOFTWARE, THE CUSTOMER ACCEPTS THE SOFTWARE AND AGREES TO THE TERMS OF THIS AGREEMENT. READ IT CAREFULLY BEFORE COMPLETING THE INSTALLATION PROCESS AND USING THE SOFTWARE. BY INSTALLING AND/OR USING THE SOFTWARE, YOU ARE CONFIRMING YOUR ACCEPTANCE OF THE SOFTWARE AND AGREEING TO BECOME BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, OR DO NOT HAVE AUTHORITY TO BIND THE CUSTOMER TO THESE TERMS, THEN DO NOT INSTALL AND/OR USE THE SOFTWARE AND RETURN THE SOFTWARE TO CFS FOR A REFUND IN ACCORDANCE WITH ITS REFUND POLICIES.
THIS EULA SHALL APPLY ONLY TO THE SOFTWARE SUPPLIED BY CAMBRIDGE FLOW SOLUTIONS HEREWITH REGARDLESS OF WHETHER OTHER SOFTWARE IS REFERRED TO OR DESCRIBED HEREIN.
1. Definitions
(a) "CFS" means Cambridge Flow Solutions Ltd. and its licensors, if any.
(b) "Software" means only the CFS software program(s) supplied by CFS herewith, whether in object code, reconfigurable binary or any other form, and corresponding documentation, associated media, printed materials, and online or electronic documentation. Any updates to such Software which you are entitled to receive and that has been provided to you by CFS shall also mean Software for purposes of this Agreement. Each instance of the Software may execute additional processes (through the use of a multi-core processors, or processors available on other machines on a network, or a combination of both aspects), these do not constitute additional instances of the Software, but instead are components of the original instance of the Software.
(c) "Computer" means computer hardware of the type designated for use with CFS Software. All Computers must be owned or leased by the Customer and reside on their premises unless otherwise allowed through written permission by CFS.
(d) "Operate" means the execution and running of an instance of the Software by you as a process on your Computers.
(e) Only employees, subcontractors and consultants of the named Organisation may Operate the Software.
(f) "Licence Certificate " means the document supplied with the Software which contains some of the parameters of this EULA, specifically:
- (i) "Organisation": The Organisation to which you are affiliated and to which the Software is licensed. In the case of an individual, this will be your name.
- (ii) "Restrictions": Any geographical or departmental restrictions within this Organisation outside of which you may not Operate the Software under the terms granted by this agreement
- (iii) "Client Licences": This number defines the maximum number of instances of the Software which may be Operated by you simultaneously.
- (iv) "Maximum Number of Processes": the total number of processes each instance of the Software may execute simultaneously.
- (v) "Expiry Date" means the date on which this licence agreement terminates, you are not permitted to Operate the Software beyond this date.
Note that in absence of an accompanying Licence Certificate with the Software, this agreement is not valid and should be considered terminated under the terms of paragraph 7.
(g) "Trial Version" means a version of the Software, so identified, to be used only to review, demonstrate and evaluate the Software for a limited time period. The Trial Version may have limited features and lack advertised functionality.
2. LICENCE GRANTS
The licenses granted in this Section 2 are subject to the terms and conditions set forth in this EULA:
(a) You may install and use the Software on your Computers. These Computers may be used to Operate the Software or to install the Software on your other Computers over an internal network. The number of Computers which may simultaneously Operate the Software within the Organisation (subject to Restrictions) is defined by the number of Client Licences.
(b) Where the Software requires or permits, each instance of the Software may launch other processes on the same Computer, and other available Computers, the total number of processes running simultaneously must not exceed the defined: Maximum Number of Processes.
(c) Subject to the terms and conditions of this Agreement, in the event the Software is distributed along with other CFS software products as part of a suite of products (collectively, a "Suite"), the licence for the Suite is granted as that of a single product. To Operate a component of the Suite constitutes the Operation of the Suite.
(d) You may make unlimited copies of the Software in machine-readable form for backup or installation purposes. No other reasons are permitted for making copies of the Software. You must reproduce on any such copy all copyright notices and any other proprietary legends on the original copy of the Software. You may not sell any copy of the Software made. You may not distribute any copy of the Software to a any party outside of your Organisation (also subject to any Organisational Restrictions).
(e) You agree that CFS may audit your use of the Software for compliance with these terms at any time, upon reasonable notice. In the event that such audit reveals any use of the Software by you other than in full compliance with the terms of this Agreement, you shall reimburse CFS for all reasonable expenses related to such audit in addition to any other liabilities you may incur as a result of such non-compliance.
(f) Unless otherwise set forth in the documentation relating to such code and/or the Software or in a separate agreement between you and CFS, you may modify those portions of the Software that are identified as sample code, sample application code, or components (each, "Sample Application Code") in the accompanying documentation solely for the purposes of customising Software to your specific requirements. You may not include the Sample Application Code in any product or application designed to be licensed to any 3rd party without written authorisation from CFS.
(g) Your licence rights under this EULA are non-exclusive.
3. LICENCE RESTRICTIONS
(a) Except as and only to the extent expressly permitted in this Licence or by applicable law, you may not copy, decompile, reverse engineer, disassemble, modify, or create derivative works of the CFS Software.
(b) Unless otherwise provided herein, you may not rent, lease, distribute or sublicense the Software except by written permission of CFS.
(c) You may not transfer the rights granted to you under this EULA to a 3rd party (including parent companies, subsidiaries, or through changes to Organisational Restrictions) except by written permission of CFS.
(d) Unless otherwise provided herein, you may not modify the Software or create derivative works based upon the Software.
(e) You may not alter the contents of a hard drive or computer system to allow the Software to Operate beyond the Expiry Date OR to Operate more instances of the Software simultaneously than number of Client Licences available OR to allow the Software to exceed the number of processes which an instance of the Software may execute simultaneously, as defined by the Maximum Number of Processes in your Licence Certificate.
(f) You may not use a Trial Version of the Software for a purpose other than the sole purpose of determining whether to purchase a licence except where specifically expressed in writing by CFS.
(g) You shall not use the Software to develop any product having the same primary function as the Software.
4. UPGRADES
If this copy of the Software is an upgrade or revision (each, "Upgrade") to an earlier version of the Software, you must possess a valid full licence to a copy of the earlier version of the Software. You may continue to use the earlier version(s) of the Software to which this Upgrade copy relates after you receive this Upgrade copy, provided that:
(a) The total number of instances of the Software (of any version) does not exceed the number of Client Licences.
(b) You comply with the terms and conditions of the earlier version's end user licence agreement with respect to the installation and/or use of such earlier version copy;
(c) You acknowledge and agree that any obligation CFS may have to support and/or offer support for the earlier version of the Software may be ended upon availability of the upgrade.
5. OWNERSHIP
CFS and its suppliers retain all right, title and interest, including all copyright and intellectual property rights, in and to, the Software and all copies thereof. No title to or ownership of the Software is transferred to you, the Customer.
6. CONFIDENTIALITY
You will use all reasonable care to prevent disclosing to others trade secrets of CFS that are identified by written notice and embodied in the Software. "Reasonable care" shall mean that care which you normally use to protect your own software and proprietary information. Obligations under this Paragraph will not apply to any portions of the Software which were or become party of the public domain, which are previously known to you or which were independently developed by you.
7. TERMINATION
This agreement terminates on the given Expiry Date. Your rights under this agreement will terminate automatically without notice from CFS if you fail to comply with any term(s) of this agreement. Upon the termination of this Licence, you shall cease all use of the Software and return all copies of the Software (including all component parts, the media and printed materials, any upgrades, all platforms, this EULA, the Licence Certificate, and, if applicable, all other software products provided together with the Software),
8. LIMITED WARRANTY AND DISCLAIMER
(a) Except with respect to a Trial Version of the Software, CFS warrants that, for a period of ninety (90) days from the date of delivery (as evidenced by a copy of your Licence Certificate): (i) when used with a recommended hardware configuration, the Software will perform in substantial conformance with the documentation supplied with the Software; and (ii) the physical media on which the Software is furnished will be free from defects in materials and workmanship under normal use. This period of ninety (90) days may be extended if a valid Support Agreement exists between the Customer and CFS (or one of its licensors) until the termination of any such Agreement.
(b) CFS PROVIDES NO REMEDIES OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, FOR ANY TRIAL VERSION OF THE SOFTWARE. TRIAL VERSIONS OF THE SOFTWARE IS PROVIDED "AS IS".
(c) EXCEPT AS SET FORTH IN THE FOREGOING LIMITED WARRANTY WITH RESPECT TO SOFTWARE OTHER THAN ANY TRIAL VERSION, CFS AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, OR OTHERWISE, INCLUDING THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CFS DOES NOT WARRANT THAT THE SOFTWARE IS ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION. THE SOFTWARE IS NOT DESIGNED, INTENDED OR LICENSED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE CONTROLS, INCLUDING WITHOUT LIMITATION, THE DESIGN, CONSTRUCTION, MAINTENANCE OR OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, AND LIFE SUPPORT OR WEAPONS SYSTEMS. CFS SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR SUCH PURPOSES.
(d) NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CFS, ITS DEALERS, DISTRIBUTORS, AGENTS OR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY PROVIDED HEREIN.
(e) THE LIMITATIONS OR EXCLUSIONS OF WARRANTIES, REMEDIES OR LIABILITY CONTAINED IN THIS EULA SHALL APPLY TO YOU ONLY TO THE EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE JURISDICTION WHERE YOU ARE LOCATED.
(f) CFS warrants that all reasonable care has been taken to ensure that the Software does not infringe any intellectual rights of any third party.
9. LIMITATION OF LIABILITY
TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL CFS BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE CFS SOFTWARE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF CFS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT SHALL CFS'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE AMOUNT OF ONE HUNDRED POUNDS STERLING (£100.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING LIMITATIONS ON LIABILITY ARE INTENDED TO APPLY TO THE WARRANTIES AND DISCLAIMERS ABOVE AND ALL OTHER ASPECTS OF THIS EULA.
10. BASIS OF BARGAIN
The Limited Warranty and Disclaimer and Limited Liability set forth above are fundamental elements of the basis of the agreement between CFS and You. CFS would not be able to provide the Software on an economic basis without such limitations.
11. THIRD PARTY LIBRARIES
The Software may provide links to third party libraries or code (each, "Third Party Libraries") to implement various functions. Third Party Libraries do not comprise part of the Software. In some cases, access to Third Party Libraries may be included along with the Software delivery as a convenience for development and testing only. You acknowledge:
- (a) That some Third Party Libraries may require additional licensing of copyright and patents from the owners of such. These additional terms and conditions are located at http://www.cambridgeflowsolutions.com/legal/3rd_party_software_libraries/. and are made a part of and incorporated by reference into this EULA. By accepting this EULA, you are also accepting the additional terms and conditions, if any, set forth therein.
- (b) that distribution of any of the Software, where permitted by this agreement, referencing any portion of a Third Party Library, may require appropriate licensing from such third parties.
12. GENERAL
This Agreement and all transactions under it shall be governed by the laws of the United Kingdom.
This EULA contains the complete agreement between the parties with respect to the subject of how you, the Customer, may Operate the Software, and supersedes all prior or contemporaneous agreements or understandings on this subject, whether oral or written. You agree that any varying or additional terms contained in any purchase order or other written notification or document issued by you in relation to the Software licensed hereunder shall be of no effect. The failure or delay of CFS to exercise any of its rights under this EULA or upon any breach of this EULA shall not be deemed a waiver of those rights or of the breach. CFS reserves all rights not specifically granted in this Agreement.
No CFS dealer, agent or employee is authorised to make any amendment to this EULA unless such amendment is in writing and signed by a duly authorised representative of CFS.
If any provision of this EULA shall be held by a court of competent jurisdiction to be contrary to law, that provision will be enforced to the maximum extent permissible and the remaining provisions of this EULA will remain in full force and effect.
All questions concerning this EULA shall be directed to: Cambridge Flow Solutions Ltd, Compass House, Vision Park, Histon, Cambridge, CB4 9AD, United Kingdom, Attention: Licensing Agreements.
CFS and other trademarks contained in the Software are trademarks or registered trademarks of Cambridge Flow Solutions Ltd in the United Kingdom and/or other countries. Third party trademarks, trade names, product names and logos may be the trademarks or registered trademarks of their respective owners. You may not remove or alter any trademark, trade names, product names, logo, copyright or other proprietary notices, legends, symbols or labels in the Software. This EULA does not authorise you to use CFS's or its licensors' names or any of their respective trademarks.
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