VISIBLOX� CHARTS (FREEWARE EDITION) LICENCE
IMPORTANT NOTICE: PLEASE READ CAREFULLY BEFORE DOWNLOADING THIS SOFTWARE: This licence agreement (the �Licence�) is a legal agreement between you (the �Licensee� or �you�) and Scott Logic Limited (Company Number: 05377430) of 6 Charlotte Square, Newcastle upon Tyne, United Kingdom NE1 4XF (the �Licensor�, �us�, �our� or �we�) for the use of the freeware edition of our Visiblox� Charts components product (the �Software�) which includes computer software, the data supplied with it, the associated media, printed materials and electronic documentation (the �Documentation�). This licence only applies to Version 1 of the Software and any releases to Version 1 which will be identified by a change in the secondary version number (i.e. 1.1, 1.2, 1.3 etc).
To use the Software you require Microsoft Silverlight 4, or if you intend to use this Software as part of a desktop application, you also require the Microsoft.net 3.5 runtime. Minimum system requirements for these platforms may be found at http://www.microsoft.com/silverlight/faq/ and http://www.microsoft.com/downloads/details.aspx?familyid=333325fd-ae52-4e35-b531-508d977d32a6&displaylang=en respectively. By clicking on the "I AGREE" checkbox below or by downloading or using this Software, you are agreeing to the terms of this licence which will bind you and your employees. If you do not agree to the terms of this licence, we are unwilling to license the Software to you and you must not download or use the Software.
1 Grant and scope of licence
1.1 In consideration of you agreeing to abide by the terms of this Licence, we hereby grant to you, a non-exclusive, royalty-free, non-transferable licence to do the following:
1.1.1 download and store a copy of the Software and Documentation on your own internal computer systems; and
1.1.2 use the Software as a component in developing your own intranet sites, websites or software applications (a �Licensee Application�); and
1.1.3 publish or redistribute the Software in object code form only and only as a fully integrated part of a complete Licensee Application.
1.2 Except as expressly set out in Clause 1.1 above no other rights or licences to use the Software or Documentation are granted to you under the terms of this Agreement. In particular, but without limitation, you may not redistribute or transfer the Software, other than as part of a bona fide complete Licensee Application and you may not (without our prior written consent) do the following:
1.2.1 Redistribute or make the Software available to others (whether free of charge or for commercial gain) in its original form, or as part of a Licensee Application which is substantially similar to the Software or which differs from the Software only in immaterial respects; or
1.2.2 Redistribute or make the Software available to others (whether free of charge or for commercial gain) as a software component or as part of a software component or as part of a software component library
1.3 If you redistribute the Software (or any part thereof) as part of a Licensee Application you agree that the Licensee Application must be made available under the terms of an end user licence agreement which, to the maximum extent permitted by law; prohibits the end user from modifying, disassembling, decompiling or reverse engineering the Software; prohibits the end user from using or distributing the Software other than as part of the Licensee Application; and disclaims on behalf of Scott Logic Ltd all warranties in respect of the Software and all liability in respect of any losses which may arise from the end user�s use of the Software.
1.4 You acknowledge and agree the Freeware Edition of the Software may have limited or restricted functionality and that we shall be under no obligation to provide technical support in relation to the Freeware Edition of the Software. If you wish to benefit from the full functionality which the Software has to offer and/ or wish to receive technical support in relation to the Software you should purchase a licence of the Premium Edition of the Software.
2 Licensee's undertakings
2.1 Except as expressly set out in this Licence or as permitted by any local law, you undertake:
2.1.1 not to copy the Software or Documentation except where such copying is incidental to the licensed use of the Software or where it is necessary for the purpose of back-up or operational security;
2.1.2 not to rent, lease, sub-license, loan, sell, resell, translate, merge, adapt, vary modify the Software or Documentation except to the extent expressly permitted under Clause 1.1 above;
2.1.3 not to make alterations to, or modifications of, the whole or any part of the Software;
2.1.4 not to disassemble, de-compile or reverse engineer nor attempt to do any such things except to the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the Software with another software program, and provided that the information obtained by you during such activities: (i) is used only for the purpose of achieving inter-operability of the Software with another software program; (ii) is not disclosed or communicated without the Licensor's prior written consent to any third party to whom it is not necessary to disclose or communicate it; and (iii) is not used to create any software which is substantially similar to the Software. Notwithstanding this Clause 2.1.4 above, you agree that you will contact us prior to undertaking any of the activities set out in this Clause in order to establish whether such activities are in fact required to achieve the desired inter-operability;
2.1.5 to keep all copies of the Software secure and to maintain accurate and up-to-date records of the number and locations of all copies of the Software;
2.1.6 to supervise and control use of the Software and ensure that the Software is used by your employees and representatives and (if you redistribute the Software as part of a Licensee Application) by your licensees, in accordance with the terms of this Licence;
2.1.7 to include the copyright notice of the Licensor on all entire and partial copies of the Software in any form;
2.1.8 not to remove or hide by any means, any watermark images or references to Visiblox� or the Software from any software which uses the Software.
2.2 You must permit us and our representatives, at all reasonable times and on reasonable advance notice, to inspect and have access to any premises, and to the computer equipment located there, at which the Software or the Documentation is being kept or used, and any records kept pursuant to this Licence, for the purpose of ensuring that you are complying with the terms of this Licence.
3 Further Agreements
3.1 If you wish to use the Software outside of the permitted use granted under the scope of this Licence, we may at our discretion grant you such permission on the basis of our standard commercial terms, upon your written request.
4 Intellectual property rights
4.1 You acknowledge that all intellectual property rights in the Software and the Documentation throughout the world belong to us, that rights in the Software are licensed (not sold) to you, and that you have no rights in, or to, the Software or the Documentation other than the right to use them in accordance with the terms of this Licence.
4.2 You acknowledge that you have no right to have access to the Software in source code form or in unlocked coding or with comments.
4.3 The integrity of this Software may be protected by technical protection measures (�TPM�) so that our intellectual property rights, including copyright, in the Software are not misappropriated. You must not attempt in any way to remove or circumvent any such TPM, nor to apply, manufacture for sale, hire, import, distribute, sell, nor let, offer, advertise or expose for sale or hire, nor have in your possession for private or commercial purposes, any means whose sole intended purpose is to facilitate the unauthorised removal or circumvention of such TPM
4.4 Visiblox� is registered a trade mark of Scott Logic Limited, in the United Kingdom. Except as expressly set out in this Licence or permitted by applicable law, you may not use the Visiblox� trade mark without our prior written consent.
5 Limited Guarantee
5.1 You acknowledge and agree that the Freeware Edition of the Software is made available to you free of charge on an �AS IS� basis and, to the maximum extent permitted by law, we disclaim all express or implied warranties, including but not limited to implied warranties of satisfactory quality, fitness for a particular purpose and non-infringement. You understand that agree that the software is made available to you free of charge and you use the Software at your own discretion and risk.
5.2 Without in any way limiting the provisions of Clause 5.1 above, you acknowledge that the Software has not been developed to meet your individual requirements and that it is therefore your responsibility to ensure that the facilities and functions of the Software as described in the Documentation meet your requirements. You also acknowledge that the Software may not be free of bugs or errors and you agree that the existence of any errors shall not constitute a breach of this Licence.
6 Licensor's liability
6.1 Nothing in this Licence shall limit or exclude the liability of either party for death or personal injury resulting from negligence or for fraud or fraudulent misrepresentation.
6.2 Subject to condition 6.1, to the maximum extent permitted by law we exclude all liability to you for any damages or losses suffered by you arising out of or in connection with this agreement or your use of the Software or Documentation, whether arising in contract, tort (including negligence), misrepresentation or otherwise, including but not limited to any lost income, lost profits or contracts, business interruption, lost savings, loss of information, loss of opportunity, goodwill or reputation, loss of, damage to or corruption of data, or any direct, indirect, special, incidental or consequential damages of any kind howsoever arising.
6.3 This Licence sets out the full extent of our obligations and liabilities in respect of the supply of the Software and Documentation. In particular, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us except as specifically stated in this Licence. Any condition, warranty, representation or other term concerning the supply of the Software and Documentation which might otherwise be implied into, or incorporated in, this Licence, or any collateral contract, whether by statute, common law or otherwise, is hereby excluded to the fullest extent permitted by law.
6.4 You acknowledge that because the Licence is granted to you �free of charge� you are not placing any reliance on the performance or functionality of the Software and that the exclusions of liability set out in Clause 5 and this Clause 6 are fair and reasonable in the circumstances.
7 Term and Termination
7.1 The Licence is effective until terminated. You may terminate at any time by destroying the Software and Documentation together with all copies in any form. We may terminate this Licence immediately by written notice to you if you fail to comply with any term or condition or commit a material or persistent breach of this Licence.
7.2 Upon termination for any reason: all rights granted to you under this Licence shall cease; you must cease all activities authorised by this Licence; you must immediately pay to us any sums due to us under this Licence; and you must immediately delete or remove the Software and Documentation from all computer equipment in your possession and immediately destroy or return to us (at our option) all copies of the Software then in your possession, custody or control and, in the case of destruction, certify to us that you have done so.
8 Transfer of rights and obligations
8.1 This Licence is binding on you and us and on our respective successors and assigns.
8.2 Except as expressly provided in this Licence, you may not transfer, assign, charge, sell, resell or otherwise dispose of this Licence, or any of your rights or obligations arising under it, without our prior written consent.
8.3 We may transfer, assign, charge, sub-contract or otherwise dispose of this Licence, or any of our rights or obligations arising under it, at any time during the term of the Licence.
9 Notices
9.1 All notices given by you to us under this Licence must be sent to �Visiblox Support� by email to info@visiblox.com or by post to Scott Logic Limited, 6 Charlotte Square, Newcastle upon Tyne, United Kingdom NE1 4XF. We may give notice to you using any email address or postal address you provided when you downloaded the Software or by contacting you at your principal place of business. Notice will be deemed received and properly served 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail that such e-mail was sent to the specified e-mail address of the addressee.
10 Waiver
10.1 If we fail, at any time during the term of this Licence, to insist on strict performance of any of your obligations under this Licence, or if we fail to exercise any of the rights or remedies to which we are entitled under this Licence, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations.
10.2 A waiver by us of any default shall not constitute a waiver of any subsequent default.
10.3 No waiver by us of any of these terms and conditions shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing.
11 Severability
11.1 If any of the terms of this Licence are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.
12 Entire agreement
12.1 This Licence and any document expressly referred to in it represents the entire agreement between us in relation to the licensing of the Software and Documentation and supersedes any prior agreement, understanding or arrangement between us, whether oral or in writing.
12.2 We each acknowledge that, in entering into this Licence, neither of us has relied on any representation, undertaking or promise given by the other or implied from anything said or written in negotiations between us before entering into this Licence except as expressly stated in this Licence.
12.3 Neither of us shall have any remedy in respect of any untrue statement made by the other, whether orally or in writing, prior to the date we entered into this Licence (unless such untrue statement was made fraudulently) and the other party's only remedy shall be for breach of contract as provided in this Licence.
13 Law and jurisdiction
13.1 This Licence, its subject matter or its formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law and submitted to the non-exclusive jurisdiction of the English courts.
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