This Software License Agreement ("Agreement") relates to the iPro®, iPro® Xpress, and iPro® Optimiser software and associated documentation (collectively the "Software") and is made between: C4Ci Ltd., a company registered in England No. 06455265, and having its principal place of business at 2 Long Barn, Tufton Warren, Whitchurch, Hampshire UK RG28 7RH ("C4CI"), and: you, the iPro® Software User, a company or individual who has installed, copied or used the Software ("LICENSEE")
LICENSEE AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT BY INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE. IF LICENSEE DOES NOT AGREE, THEY SHOULD NOT INSTALL, COPY, OR USE THE SOFTWARE AND SHOULD IMMEDIATELY RETURN IT TO C4CI.
C4CI is willing to grant LICENSEE a limited non-exclusive license to install and use the Software on the condition that LICENSEE accepts and agrees to be bound by the terms of this Agreement. By installing, copying or using the Software, LICENSEE acknowledges that they have read, understand, and agree to be bound by the terms of the agreement as of the date on which LICENSEE first did so (such date, the "Effective Date").
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TERMS.
C4CI grants LICENSEE a non-exclusive, non-transferable license to operate the Software. The Software is proprietary and copyrighted and may not be copied, transferred, or incorporated into other products without the prior written consent of C4CI. The Software is provided in an executable code (machine readable) format only, and may not be reverse-engineered, decompiled, or disassembled. LICENSEE has no right to receive or use the Software in source code format.
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LICENSEE OBLIGATIONS.
LICENSEE will ensure that only trained, competent personnel operate the Software. LICENSEE expressly acknowledges responsibility for the accuracy of input, review of all output for reasonableness, and appropriateness of product application.
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HARDWARE.
C4CI makes no warranty for compatibility with the hardware systems of any particular user. C4CI will provide a listing of minimum hardware requirements at any time upon request.
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REGISTRATION.
LICENSEE is responsible for completing, reviewing and/or assisting in completing and forwarding the C4CI Software Registration to C4CI. The address must be for the location at which the Software is to be installed and used. The name and address must be kept current for proper registration.
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LIMITED WARRANTY, INSURANCES AND DISCLAIMER.
Provided the latest available version of the Software is being used, C4CI warrants that the structural analysis, design, drawing and scheduling of all engineered wood products will be accomplished in accordance with relevant construction and professional practice, C4CI criteria and the provisions of the stated building codes and standards covered by the Software at the time of usage. C4CI carries no responsibility for the validation of drawing input.
C4CI maintains Professional Indemnity (PI) Insurance to cover direct financial losses incurred by LICENSEE as a result of any breach of the foregoing limited warranty. LICENSEE's sole remedy, and the entire liability of C4CI and its licensors, owners, and distributors, for any breach of the foregoing limited warranty will be to have C4CI, upon return of the Software to C4CI, repair or replace the portion of this software that does not meet the limited warranty, and to settle any valid and verifiable claim, up to the limit of the PI Insurance cover held by C4CI, for direct financial losses incurred by the LICENSEE as a result of an accepted breach of warranty.
This warranty is given in lieu of all other warranties concerning the software, expressed or implied, including all warranties of merchantability and fitness for any particular purpose. Neither C4CI nor any person involved in the creation, development, production or installation of this software will be liable for damages arising from software malfunctions, hardware equipment failures, error in input data, for any specific product application, erroneous computer outputs relative to the application requirements or for any consequential, exemplary or incidental damages resulting from use of the software or arising out of any breach of warranty, even if it has been advised of the possibility of such damages. No oral or written information or advice given by C4CI, its employees, distributors, dealers, or agents will increase the scope of the above warranties or create any new warranties.
Use of the Software will in no way be construed as replacement of any need for qualified professional expertise in the layout and/or review of any particular structure or structural component thereof.
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LIMITATION OF REMEDIES.
Regardless of whether any remedy set forth herein fails of its essential purpose or otherwise, in no event will C4CI or its licensors, owners, or distributors be liable to LICENSEE or to any third party for any special, indirect, incidental or consequential damages of any kind arising out of the use or inability to use the software or any data supplied therewith (including, without limitation, any lost profits, lost data, or interruption of business), even if they have been advised of the possibility of such loss or damages and whether or not such loss or damages are foreseeable. In no event will the liability of C4CI or its licensors, owners, or distributors relating to this agreement, the Software or any results obtained from the Software, exceed the amount of the PI Insurance cover held by C4CI.
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TERM.
The term of this Agreement will continue indefinitely provided the requisite license fees have been received, unless and until terminated in accordance herewith. Either party may terminate this Agreement for convenience on 30 day's advance written notice to the other party. C4CI may terminate this Agreement immediately upon written notice to LICENSEE, if LICENSEE commits a material breach which by its nature is non-curable. Upon any termination or expiration of this Agreement: (a) all rights and licenses granted to LICENSEE in this Agreement will immediately cease to exist
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INFRINGEMENT CLAIMS.
C4CI will defend at its own expense any action against LICENSEE brought by a third party to the extent that the action is based upon a claim that the Software (excluding any third party software) infringes any UK copyrights or misappropriates any trade secrets, and C4CI will pay those costs and damages finally awarded against LICENSEE in any such action that are specifically attributable to such claim or those costs and damages agreed to in a monetary settlement of such action. The foregoing obligations are conditioned on LICENSEE: (1) notifying C4CI promptly of such action
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GENERAL.
This Agreement will be governed by the laws of England. The English Courts will have sole jurisdiction over any disputes arising hereunder and the parties hereby irrevocably submit to the personal jurisdiction of such courts. If any provision of this Agreement is held to be unenforceable, that provision will be modified so as to be enforceable, or if such modification is not possible, will be removed and the remaining provisions will remain in full force. In the event any proceeding or lawsuit is brought by C4CI or LICENSEE in connection with this Agreement, the prevailing party in such proceeding or lawsuit will be entitled to receive its costs, expert witness fees and reasonable legal fees, including costs and fees on appeal. The failure of either party to require performance by the other party of any provision hereof will not affect the full right to require such performance at any time thereafter
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