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Software Mining Ltd of Hilliard
House, Lester Way,Wallingford, Oxfordshire OX10 9AR, UK (the "Licensor"
which expression shall include its subsidiaries, agents, successors and
assigns) is authorized to license the software (the "Software")
contained in the download program, and upon clicking the download button the
Licensee accepts a non-exclusive, non-transferable Licence to "Use"
(as hereinafter defined) one copy of the Software on a single computer (the
"System") for single use upon the terms and subject to the conditions
contained herein. This Licence entitles the Licensee to: (a) load and install
the Software contained in the disk package on one computer; (b) Use the
Software for an evaluation period of 21 days in accordance with the provisions
of Clause 1 of this Licence;
1. Use of the Software
For the purposes of
this Licence "Use" shall mean and include: i) utilization of the
Software by copying, transmitting or loading the same into the temporary memory
(RAM) or installing into the permanent memory (e.g. hard disk, CD ROM or other
storage device) of the System for the processing of the System instructions or
statements contained in such Software; ii) copying the Software which is in
machine-readable form for Use by the Licensee on the System for the purposes
only of understanding the contents of such machine-readable material and for
back-up provided that no more than two (2) copies will be in existence under
any Licence at any one time without prior written consent from the Licensor or
as otherwise permitted by the applicable law; iii) storing the whole or any
part of the Software on the System or other storage unit or disk; iv) utilizing
(but not copying) the instruction and/or operational manuals relating to the
Software.
2.
Licensee's Undertakings
2.1 The Licensee
undertakes not to perform any of the acts referred to in this sub-clause except
to the extent and only to the extent permitted by the applicable law to the
Licensee as a lawful user of the Software and only then for the specific
limited purpose stated in such applicable law or hereunder. The Licensee
undertakes: i) not to copy the Software (other than for normal System operation
and as specified in Clause 1 above) nor otherwise reproduce the same; ii) not
to translate, adapt, vary, modify the Software; iii) not to disassemble,
decompile or reverse engineer the Software Provided however that in the case of
decompilation, the Licensee may incidentally decompile the Software only if it
is essential so to do in order to achieve interoperability of the Software with
another software program ("Permitted Purpose") and provided the
information obtained by the Licensee during such decompilation is only used for
the Permitted Purpose and is not disclosed or communicated to any third party
whom it is not necessary to disclose or communicate such information without
the Licensor's prior written consent and is not used to create any software
which is substantially similar to the expression of the Software nor used in
any manner which would be restricted by copyright.
2.2 The Licensee undertakes: i) to maintain accurate and up-to-date records of
the number and location of all copies of the Software. ii) to supervise and
control Use of the Software in accordance with the terms of this Licence. iii)
to ensure that its employees, agents and other parties who will use the
Software are notified of this Licence and the terms hereof prior to such
employee, agent or party using the same. iv) to reproduce and include the
copyright notice of the Licensor or such other party as may be specified in or
on the Software (the "Owner") on all and any copies, whether in whole
or in part, in any form, including partial copies or modifications of the
Software made herein. v) not to provide or otherwise make available the
Software in whole or in part, in any form to any person other than the
Licensee's employees or as specified above without prior written consent from
the Licensor. 6. within 14 days after the date of termination or discontinuance
of this Licence for whatever reason, to destroy the Software and all updates,
upgrades or copies, in whole and in part, in any form including partial copies
or modifications of the Software received from the Licensor or made in
connection with this Licence, and all documentation relating thereto.
3. Warranty
3.1 The Software is
an evaluation version development tool with limited functionality; it is
intended to assist the competent developer in the conversion of COBOL code to
source code in the Delphi and Java languages, and to regenerate index/relative
file structures in SQL Data Definition Language. The regenerated source code
will require testing, further development, and modification by the Licensee
before actual use. THE LICENSEE IS SOLELY RESPONSIBLE FOR SUCH TESTING, FURTHER
DEVELOPMENT, AND MODIFICATION, AND GENERALLY FOR ENSURING THAT THE FINAL
VERSION OF THE CONVERTED CODE IS ERROR-FREE AND SUITABLE IN ALL RESPECTS FOR
THE LICENSEE'S PURPOSES.
3.2 The Licensee acknowledges that software in general is not error-free, and
agrees that the existence of such errors shall not constitute a breach of the
terms of this Licence.
3.3 TO THE EXTENT PERMITTED BY THE APPLICABLE LAW, THE LICENSOR DISCLAIMS ALL
OTHER WARRANTIES WITH RESPECT TO THE SOFTWARE, EITHER EXPRESS OR IMPLIED,
INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR ANY PARTICULAR PURPOSE.
3.4 Although the Licensor does not warrant that the Software supplied hereunder
shall be free from all known viruses, it has used commercially reasonable
efforts to check for the most commonly known viruses prior to packaging but the
Licensee is solely responsible for virus scanning the Software.
4.
Licensor's Liability
4.1 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
Licence, the Software, its use or otherwise, except to
the extent that such liability may not be lawfully excluded under the
applicable law.
4.2 Notwithstanding the generality of the above, the Licensor expressly
excludes liability for indirect, special, incidental or consequential loss or
damage which may arise in respect of the Software, its use, the System or in
respect of other equipment or property, or for loss of profit, business,
revenue, goodwill or anticipated savings.
4.3 In the event that any exclusion contained in this Licence 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 sum of one
hundred pounds.
4.4 The Licensor does not exclude liability for death or personal injury to the
extent only that the same arises as a result of the negligence of the Licensor,
its employees, agents or authorized representatives.
5. Copyright, Patents, Trade Marks and Other Intellectual Property Rights
The Licensee
acknowledges that any and all of the copyright, trade marks, trade names,
patents and other intellectual property rights subsisting in or used or in
connection with the Software including all documentation and manuals relating
thereto are and remain the sole property of the Licensor and/or the Owner. The
Licensee shall not during or at any time after the expiry or termination of
this Licence in any way question or dispute the ownership by the Licensor
and/or the Owner thereof.
6.
Confidential Information
6.1 All information,
data, drawings, specifications, documentation, software listings, source or
object code which the Licensor may have imparted and may from time to time
impart to the Licensee relating to the Software (other than the ideas and
principles which underlie the Software) is proprietary and confidential. The
Licensee hereby agrees that it shall use the same solely in accordance with the
provisions of this Licence and that it shall not at any time during or after
expiry or termination of this Licence, disclose the same, whether directly or
indirectly, to any third party without the Licensor's prior written consent.
6.2 Subject only to the specific, limited provisions of Clause 2.1 above, the
Licensee further agrees that it shall not itself or through any subsidiary,
agent or third party use such confidential information to copy, reproduce,
translate, adapt, vary, modify, decompile, disassemble or reverse engineer the
Software nor shall the Licensee sell, lease, license, sub-license or otherwise
deal with the Software or any part or parts or variations, modifications,
copies, releases, versions or enhancements thereof or have any software or
other program written or developed for itself based on any confidential
information supplied to it by the Licensor.
6.3 The foregoing provisions shall not prevent the disclosure or use by the
Licensee of any information which is or hereafter, through no fault of the
Licensee, becomes public knowledge or to the extent permitted by law.
7. Force Majeure
The Licensor shall be under no liability to the Licensee in respect of
anything which, apart from this provision, may constitute breach of this
Licence arising by reason of force majeure.
8. Miscellaneous
8.1 Assignment The
Licensee shall not assign or otherwise transfer all or any part of the Software
or this Licence without the prior written consent of the Licensor.
8.2 Waiver
Failure
or neglect by either party to enforce at any time any of the provisions hereof
shall not be construed nor shall be deemed to be a waiver of that party's
rights hereunder nor in any way affect the validity of the whole or any part of
this Licence nor prejudice that party's rights to take subsequent action.
8.3 Headings The
headings of the terms and conditions herein contained are inserted for
convenience of 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
Licence.
8.4 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 term, 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.
8.5 Law The parties hereby agree that the Licence concluded between them and constituted on
these terms and conditions shall be construed in accordance with English Law.
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