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1
License and Confidential Information
1.1 Grant of License.
Bayesware
hereby grants to Licensee a non-exclusive and non-transferable
license to use the Software on a single computer and make one
copy of the Software in machine-readable form solely for backup
purposes.
1.2 Confidential Information.
Bayesware hereby grants Licensee the right to use the data and
other information contained in the Software and Licensee agrees
that such data and other information is proprietary and confidential
information of Bayesware. Licensee agrees to use such information
and data only for its own internal use and in accordance with
the terms of this license.
1.3 Ownership. The foregoing
license gives you limited rights to use the Software. Although
you own the media on which the Software is recorded, you do not
become the owner of, and Bayesware retains title to, the Software
and all copies thereof. All rights not specifically granted in
this Agreement, including National and International Copyrights,
are reserved by Bayesware.
2
License Restrictions
2.1 Title. The Software
and the data and information therein are the property of Bayesware,
and no title or ownership of the Software or any of its parts,
the data and information therein including documentation, are
transferred to Licensee. Licensee may use the Software, subject,
however, to all laws protecting trade secrets, know-how and the
like.
2.2 Distribution. Other
than as set forth in Section 1, you may not make or distribute
copies of the Software, or electronically transfer the Software
from one computer to another or over a network. Licensee may not
rent, lease or sublicense the Software. Licensee may not modify
the Software or create derivative works based upon the Software.
2.3 Duplication. Except
for one back-up copy, Licensee shall not duplicate the Software
onto any media, including, without limitation, paper, magnetic
tape, paper tape, disk or electronic memory. The back-up copy
shall be prominently labeled with the following copyright notice
"Copyright (c) 2000, Bayesware Limited. Copy made by permission
of Bayesware."
2.4 Nondisclosure: Confidentiality
Agreement. Licensee agrees not to publish or disclose to any third
party the data and information provided with the Software or any
other information that is confidential or proprietary to Bayesware.
2.5 Trade Secrets. Licensee
shall not reverse engineer, disassemble or decompile or otherwise
reduce the Software, in whole or in part, to a human-perceivable
form. Licensee shall keep confidential the contents of the Software,
which includes trade secrets, and these obligations survive termination
of this license
2.6 Development. Licensee
shall not permit its directors, officers, employees or any other
person under its direct or indirect control, either directly or
indirectly, to modify the Software or create derivative works
based upon the Software, to write, develop, produce, sale, or
license any software that performs the same function as the Software.
2.7 Upgrades. If this
copy of the Software is an upgrade from an earlier version of
the Software, it is provided to you on a license exchange basis.
You agree by your installation and use of this copy of the Software
to voluntarily terminate the earlier end-user license and that
you will not continue to use the earlier version of the Software
nor transfer it to another.
2.8 Educational Versions.
If the Software has been acquired under the provisions of an Educational
Scheme (Academic Edition and Student Edition), its use is restricted
to students and faculty of educational institutions, only. Furthermore,
Licensee agrees to use the Software only for the processing of
data for research and educational purposes and, under no circumstances,
the results obtained using the Software can be used, distributed,
or communicated for commercial purposes. Under the Educational
Scheme, the Licensee agrees also not to use the Software to furnish
data processing services to any person, firm, organization, government
or other entity other than the Licensee.
2.9 Remedies. Licensee
agrees that any violation of this or any other agreement covering
nondisclosure of Bayesware's confidential, proprietary information
or publication of any unauthorized disclosure of Bayesware's confidential,
proprietary information shall constitute a violation of the terms
of this license. Licensee acknowledges that it is the responsibility
of Licensee to take all reasonable measures to safeguard this
Software to prevent its unauthorized use. By use of the Software,
Licensee acknowledges that violation of the terms hereof shall
cause Bayesware irreparable damage for which monetary damages
may be inadequate. In such a case injunctive relief may be sought.
3
Warranties and Limitations
3.1 Limited Warranties.
Bayesware warrants that, for a period of sixty (60) days from
the date of delivery (as evidenced by a copy of your receipt):
i) when used with a recommended hardware configuration, the Software
will perform in substantial conformance with the documentation
supplied with the Software; and ii) that the media on which the
Software is furnished will be free from defects in materials and
workmanship under normal use.
3.2 Exclusive Remedy.
The total liability of Bayesware for breach of any warranty or
any other breach of obligation under this license shall be limited
to replacement of the defective item of the Software or, in the
event Bayesware is unable to provide a replacement or otherwise
elects, a refund of the fee paid by Licensee for the period that
the time was defective or for the period during which the breach
of obligation occurred. Bayesware shall have no responsibility
if the Software has been altered in any way, if the media has
been damaged by accident, abuse or misapplication, or if the failure
arises out of use of the Software with other than a recommended
hardware configuration.
3.3 DISCLAIMER. THE FOREGOING
WARRANTIES ARE IN LIEU OF ALL WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS,
AND IN LIEU OF ALL OBLIGATIONS AND LIABILITIES ON THE PART OF
BAYESWARE FOR DAMAGES, INCLUDING, BUT NOT LIMITED TO, INCIDENTAL
OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH
THE USE OF THE SOFTWARE, OR ANY DAMAGES WHATSOEVER RESULTING FROM
LOSS OF USE, DATA OR PROFITS ARISING OUT OF OR IN CONNECTION WITH
THIS AGREEMENT OR THE USE OF PERFORMANCE OF THE SOFTWARE, WHETHER
IN A CONTRACT OR COURT ACTION, INCLUDING NEGLIGENCE, EVEN IF BAYESWARE
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NO ORAL OR
WRITTEN INFORMATION OR ADVICE GIVEN BY BAYESWARE, ITS DEALERS,
DISTRIBUTORS, AGENTS OR EMPLOYEES SHALL CREATE A WARRANTY OR IN
ANY WAY INCREASE THE SCOPE OF THIS WARRANTY.
3.4 Limitations of Liability.
Bayesware's total liability to you for actual damages for any
cause whatsoever will be limited to the greatest of £500 (Pounds
Sterling) or the amount paid for the software that caused such
damage. If a number of events give rise substantially to the same
loss then they shall be regarded as giving rise to only one claim
under this Agreement.
3.5 Basis of Bargain.
The limited warranty, exclusive remedies and limited liability
set forth above are fundamental elements of the basis of this
Agreement. Bayesware would not be able to provide the Software
on an economic basis without such limitations.
3.6 Title. Nothing in
this clause shall confer any right or remedy upon the Licensee
to which it would not otherwise be legally entitled.
4
Additional Provisions
4.1 Assignments. Licensee's
rights in and to the Software arising out of this Agreement may
not be assigned, licensed, or otherwise transferred voluntary,
by operation of law, or otherwise, without Bayesware's prior written
consent. Sale of substantially all of the assets of Licensee,
merger of Licensee or substantial ownership change shall be considered
a transfer of the Software for purposes of this paragraph, which
transfer shall require Bayesware's consent.
4.2 Force Majeure. If
the performance of Bayesware hereunder is delayed or prevented
at any time due to circumstances beyond the control of Bayesware,
including without limitation, those resulting from labor disputes,
fire, floods, riots, civil disturbances, weather conditions, control
exercised by governmental entity, unavoidable casualties or acts
of God or a public enemy, the performance of Bayesware shall be
excused until such condition no longer exists.
4.3 Integration. This
Agreement constitutes the entire agreement between the parties
with respect to this subject matter hereof and supersedes all
previous proposals, writings or agreements and all other communications
between the parties. This agreement may not be released, discharged,
changed or modified other than in accordance with its terms.
4.4 Governing Law. This
Agreement shall be governed by and construed under and pursuant
to English Law and subject to the exclusive jurisdiction of the
English Courts.
4.5 Inquiries. All inquiries
concerning this agreement should be addressed to Bayesware Limited,
Sovereign Court, 230 Upper 5th street, Central Milton Keynes,
MK9 2HR, United Kingdom.
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