Please note that this licence agreement applies only to licences marked with version numbers 2.0 or higher (those licences purchased on or after 21 January 2011).
For licences for versions prior to 2.0, please see the 1.0 licence agreement.
END USER LICENCE AGREEMENT
This Licence Agreement ("this Agreement") is made and entered into effective as at the date of acceptance (the "Effective Date"), by and between Clinical and Biomedical Computing Limited of The Platinum Building, St John's Innovation Park, Cambridge, CB4 0DS, UK ("Licensor") and the party wishing to use the Product who has accepted these terms ("Licensee").
By installing the Product, Licensee shall be deemed to have accepted and agreed to be bound by this Agreement.
The term "Product" means the Software and Documentation for Licensor's product and is provided to Licensee by Licensor pursuant to this Agreement. The "Software" is the MSBuild Tasks, Command Line Tool programs, the XmlPrime API and associated data files. The "Documentation" consists of the manuals and related materials included.
The term "Redistributables" means the XmlPrime libraries.
The term "Non-Commercial Use" means use of the Product which is not primarily intended for or directed towards commercial advantage or private monetary compensation by a Licensee who is a non-commercial entity or an individual.
The term "Deploy" means installing the Product on a computer as necessary for permitting the use of other applications on that computer.
1. Scope of Licence
Licensor grants one of the following licences, depending on how the Product is named, labelled or otherwise marked. If the Product does not include in its name, label or other markings the text "Trial Licence", "Individual Licence", "Team Licence", "Site Licence", "Cloud Licence" or "Redistribution Licence" then do not use the product but instead contact Licensor. Contact details are available at the website at http://www.xmlprime.com
In consideration of the terms of this Agreement, Licensor hereby grants to Licensee the non-exclusive non-transferable right (with no right to sub-license) to use the Product solely for its own evaluation purposes on a single computer or for Non-Commercial Use on any number of computers upon the terms and conditions of this Agreement for a period beginning on the Effective Date until the Product is programmed to expire (the "Evaluation Period"). Upon the expiry of the Evaluation Period the rights granted hereunder will cease.
In consideration of the terms of this Agreement, Licensor hereby grants Licensee the non-exclusive non-transferable right (with no right to sub-license) to use the Product on a single computer upon the terms and conditions of this Agreement.
In consideration of the terms of this Agreement, Licensor hereby grants Licensee the non-exclusive non-transferable right (with no right to sub-license) to use the Product on up to five (5) computers upon the terms and conditions of this Agreement.
In consideration of the terms of this Agreement, Licensor hereby grants Licensee the non-exclusive non-transferable right (with no right to sub-license) to use the Product on an unlimited number of computers that are physically located on the premises at a single postal address identified by Licensee (the "Site") upon the terms and conditions of this Agreement.
In consideration of the terms of this Agreement, Licensor hereby grants Licensee the non-exclusive non-transferable right (with no right to sub-license) to use the Product on an unlimited number of computers that are hosted by a single cloud computing provider identified by Licensee (the "Cloud Provider") upon the terms and conditions of this Agreement.
In consideration of the terms of this Agreement, Licensor hereby grants to Licensee the non-exclusive non-transferable right (with no right to sub-license) for a period starting from the date of the original purchase and ending twelve (12) months after the date of the original purchase (the "Licence Period") to include exact copies of the Redistributables into applications created by Licensee ("Works") as necessary for permitting users of Licensee's Works ("End Users") to install and use Licensee's Works for their own use. Upon expiry of the Licence Period the right to include exact copies of the Redistributables granted hereunder will cease; however, End Users rights to use the Redistributables as part of the Licensee's Works continue in perpetuity. The Licencee's rights apply only to the Redistributables and to no other component or derivative work of the Product. These rights may be exercised only with respect to Works created by or for Licensee using a duly licensed copy of the Product.
Regardless of how Licensee might include copies of the redistributables in Licensee's Works:
Licensee must prohibit End Users from modifying the Redistributables, from separating the redistributables from Licensee's Works, from further distributing the Redistributables, and from including, compiling, referencing, linking or otherwise using the Redistributables in any software they create.
Licensee may not expose or otherwise make accessible, either directly or indirectly, the programming interface of the redistributables from Licensee's Works.
Licensee may not use any names, logos, trademarks or service marks of Licensor to market Licensee's works, except to state descriptively that Licensee's Works was created using the Product.
All copies of Licensee's Works must bear an appropriate and valid copyright notice, for example, Copyright © 2013 Clinical & Biomedical Computing Ltd..
Licensee may only distribute Licensee's Works containing the Redistributables that
add primary and substantial functionality to the Redistributables and do not offer a set or subset of the functionality offered by the Redistributables
are not intended to be used as components in software created by a third party
only use functionality of the Product that is described in the Documentation and in accordance to the instructions provided therein
are created in accordance with the terms and conditions of this Agreement
Licensor does not warrant to Licensee that the Redistributables are free from faults or defects and Licensee will be solely responsible to End Users for support, service, upgrades or assistance, and End Users will have no right to contact Licensor for any services or assistance.
Except as expressly permitted in Section 1 (pertaining to the rights conferred by a Redistribution Licence), Licensee will not permit any third party to use the Product on behalf of or for the benefit of any third party in any way whatsoever.
Except as expressly permitted in Section 1, Licensee will not, other than as permitted by law, copy, reproduce, translate, adapt, decompile, modify, reverse engineer or disassemble the Product.
Licensee may publish benchmark results provided it makes the source code and data used to produce the benchmark publicly available.
This Agreement entitles Licensee to install in place of the Product any product classified by Licensor as an upgrade of the original Product (the "Upgrade"), provided that the Upgrade is published within twelve (12) months after the date of the original purchase. Licensor has absolute discretion whether to classify any new product as an Upgrade, and to decide whether or when to publish any such Upgrade. Use of Upgrade may be subject to amended terms and conditions. Licensor has absolute discretion to cease distribution of any software product or version at any time.
Due to the limited nature of the Licence granted under this Agreement, Licensor does not warrant to Licensee that the Product is free from faults or defects. Licensee may process its own data and generate and run its own queries and retain the benefit of such data and queries but Licensor will have no liability whatsoever for any errors or defects therein. Accordingly, Licensee will use the Product at its own risk and in no event will Licensor be liable to Licensee for any loss or damage of any kind (except personal injury or death resulting from Licensor's negligence) arising from Licensee's use of or inability to use the Product or from faults or defects in the Product.
The terms of this section and Section 3 will survive the termination of this Agreement howsoever arising.
3. Intellectual Property
The Product and all intellectual property rights in the Product will remain the property of Licensor.
If the Product is, or in Licensor's opinion may become, the subject of a claim for infringement of the intellectual property rights of a third party, Licensor may at its option and as the sole remedy of Licensee procure the right to continued use of the Product; or replace or modify the Product to make it non-infringing; or terminate this Agreement.
Licensee shall not restrict the use of any results generated or data processed by it in using the Product.
This Agreement will automatically terminate if Licensee commits a breach of this Agreement.
If this Agreement terminates or expires Licensee will immediately cease to use the Product.
Termination of this Agreement will be in addition to and not a waiver of any remedy available to Licensor arising from Licensee's breach of this Agreement.
Licensee will not assign, sub-license or otherwise transfer any of the rights or obligations under this Agreement without the prior written consent of Licensor.
Licensor will be entitled without the prior written consent of Licensee to assign, sub-contract or otherwise transfer its rights and obligations under this Agreement.
This Agreement will be governed by and construed in accordance with the laws of England and all disputes arising in connection with this Agreement will be subject to the exclusive jurisdiction of the English courts.
Any notice or other communication required or permitted under this Agreement will be given in writing to the address of the recipient as notified from time to time and will be deemed to have been served when:
delivered personally; or
if properly addressed and posted by prepaid first class or air mail in the United Kingdom within two business days of posting where the address is within the United Kingdom or otherwise five business days of posting; or
if sent by facsimile upon being sent if the transmission is reported to have been sent in full and without error.
This Agreement contains the entire agreement between Licensor and Licensee relating to the licensing of the Product and save in the case of fraud supersedes all prior oral or written understanding, arrangements, representations or agreements between them relating to the subject matter of this Agreement. No amendment, variation or discharge of this Agreement is valid unless accepted in writing by both parties.
The failure of either party to exercise or enforce any rights under this Agreement will not amount to a waiver of those rights.
The illegality or invalidity of any part of this Agreement shall not affect the legality or validity of the remainder of it, which shall remain in full force and effect.