| This legal document is an agreement between you, the end user and us, Chris Naylor Research Limited. By using this Software, you are agreeing to be bound by the terms of this agreement.|
If you do not agree to the terms of this agreement, you should promptly return the unopened diskette package and other items (including written materials, binders or other containers which are part of this Software to us, Chris Naylor Research Limited, for a full refund.
To preserve and protect our rights under applicable laws, we do not sell any rights in the Software. Instead, we grant you the right to use the Software by means of the following Software Licence.
If you purchase Chris Naylor Research Limited Software in the course of your trade or business then the terms of the General Software Licence and the Additional Business Software Licence (which is shown in italics) shall apply.
If you do not purchase Chris Naylor Research Limited Software in the course of your trade or business then:-
-only the terms of the General Software Licence shall apply; and
-nothing in this agreement shall affect your statutory rights.
|GENERAL SOFTWARE LICENCE|
1. Grant of Licence
In return for payment of the licence fee which is part of the price you paid for this Software, and your agreement to abide by the terms and conditions of this licence, we grant you a licence. The Licence is a non-exclusive right to use and display this copy of the Chris Naylor Research Limited Software on a single computer at a single location so long as you comply with the terms of this Licence. If you plan to operate the Software on a network or on more than one computer, please contact us to request a site licence. We reserve all rights not expressly granted in this licence.
2. Ownership of Software
As the Licensee, you own the magnetic or other physical media on which the Software is originally or subsequently recorded or fixed. However, an express condition of this Licence is that we retain title and ownership of the Software recorded on the original disk copy(ies) and all subsequent copies of the Software. This is so despite the form or media in or on which the original and other copies may exist. This Licence is not a sale of the original Software or any copy.
3. Copy Restrictions
Subject to the restrictions above you may make one (1) copy of the Software solely for backup purposes. You must reproduce and include the copyright notice on the backup copy. You may not copy the written materials accompanying the Software.
This Software and the accompanying written materials are the subject of copyright and are protected by the laws of the United Kingdom and Ireland and by similar laws internationally. Unauthorised copying of the Software, even if the Software has been modified, merged, or included with other software, and unauthorised copying of the written materials is expressly forbidden. We may hold you legally responsible for any copyright infringement caused or encouraged by your failure to abide by the terms of this licence.
4. Use Restrictions
a. As the Licensee, you may physically transfer the Software from one computer to another provided that you store the Software on only one computer at a time. You may not electronically transfer the Software from one computer to another over a network.
b. You may not modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Software except as permitted by section 50B of the Copyright Designs and Patents Act 1988.
c. You may not modify, adapt, translate or create derivative works based on the written materials without the prior written consent of Chris Naylor Research Limited.
d. For the avoidance of doubt you may not distribute copies of the Software or accompanying written material to others except as expressly provided for in this licence or otherwise in writing by Chris Naylor Research Limited.
5. Transfer Restrictions
Any transferee of the Software shall be bound by the terms and conditions of this Licence. You may not transfer the Software on a temporary basis. You may not lease the Software.
This Licence is effective until terminated. This Licence will terminate automatically without notice from us if you fail to comply with any provision of this Licence. Upon termination you shall destroy the written materials and all copies of the Software, including modified copies, if any.
This Licence shall be interpreted in accordance with the laws of England and shall benefit us, and any successor or assign of Chris Naylor Research Limited. You consent to the jurisdiction of the Courts of England in respect of any matter arising out of this Agreement.
You acknowledge that you have read this Licence and, understand it, and agree to be bound by its terms and conditions. You also agree that the Licence and Additional Business Software Licence (if applicable) are the complete and exclusive statement of agreement between us and supersedes all proposals or prior agreements, oral or written, and any other communications between us relating to the subject matter of the Licence.
|9. ADDITIONAL GRANT OF LICENCE FOR XMASTER DEVELOPER|
9.1 You may not market or offer for sale an expert system or knowledge base created using the Software without our consent and without payment of a royalty to be agreed between us, except in as much as limited activities are allowed under this Additional Grant of Licence for XMaster Developer. Except as expressly provided for by this Additional Grant of Licence, all additional use shall be governed by the terms and conditions for a run-time licence which we will offer to you.
9.2 Where the Software is XMaster Developer then Chris Naylor Research Limited grants you a royalty free licence to reproduce and distribute knowledge bases created using the Software together with the right to reproduce and distribute up to 5 copies of the XMaster User Software required to consult the knowledge base so created, provided that:-
9.2.1 You may distribute the XMaster User Software only in conjunction with and as part of a knowledge base created using XMaster Developer.
9.2.2 You shall not use any name, logo or trade mark belonging to or licensed to Chris Naylor Research Limited (including without limit the name Chris Naylor and the trade mark XMaster) other than as authorised by this clause.
9.2.3 You shall include the copyright notice for the Software on the product label and as part of the sign-on message for the XMaster User Software.
9.2.4 You agree to indemnify, hold harmless and defend Chris Naylor Research Ltd from and against any and all claims or actions, including legal expenses, that arise or result from your use or distribution of the XMaster User Software and any knowledge base.
9.3 For the avoidance of doubt the XMaster User Software referred to in this clause 9 shall consist of those files in the Software that are necessary for the use, but not the creation or modification, of the knowledge base and does not include the accompanying written materials.
|ADDITIONAL BUSINESS SOFTWARE LICENCE|
A. We provide the Software and accompanying written materials (including instructions for use) "as is" without warranty of any kind. Further, we do not warrant, guarantee or make any representations regarding the use, or the results of use, of the Software or written materials in terms of correctness, accuracy, reliability, currentness, or otherwise. The entire risk as to the results and, performance of the Software is assumed by you. If the Software or written materials are defective you, and not us or our dealers, distributors, agents or employees, assume the entire cost of all necessary servicing, repair, or correction.
B. No oral or written information or advice given by us, our dealers, distributors, agents or employees shall create a warranty and you should not rely on such information or advice.
C. To the maximum extent permitted by law neither we nor anyone else who has been involved in the creation or distribution of this Software shall be liable for any direct, indirect, consequential or incidental damages (including without limitation) damages for loss of business profits, business interruption, loss of business information or other pecuniary loss, and the like) arising out of the use or inability to use the Software even if we have been advised of the possibility of such damages. In any case our entire liability under any provision of this Licence Agreement shall be limited to the amount actually paid by you for the Software.
(c) Copyright Chris Naylor 2020